8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               --------------------
                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): November 19, 2002
                               -----------------

                         CALIFORNIA INDEPENDENT BANCORP
               (Exact Name of Registrant as Specified in Charter)

            California                    0-26552                68-0349947
(State or Other Jurisdiction of   (Commission File Number)      (IRS Employer
          Incorporation)                                     Identification No.)


              1227 Bridge St., Suite C                           95991
                   Yuba City, CA                               (Zip Code)
      (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (530) 674-6000

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)






Item 5.  Other Events and Regulation FD Disclosure

     On November 19, 2002,  California  Independent  Bancorp's (the "Company's")
Board of Directors adopted a Shareholder  Rights Agreement that was entered into
on November 25, 2002.

     Under the  Shareholder  Rights  Agreement,  each  shareholder  of record on
December 2, 2002 was  granted,  as a  non-taxable  dividend,  one Right for each
share of common  stock owned.  If a person or group  acquires 15% or more of our
outstanding common stock without approval of our Board of Directors,  within ten
(10) days of such acquisition,  the Right will be exercisable.  Such a person or
group of  persons  is called an  "Acquiring  Person."  If there is an  Acquiring
Person,  all shareholders  other than the Acquiring Person, may purchase from us
upon  exercise  of a Right $160 worth of shares of common  stock at an  exercise
price of $80.  The  Rights  are not  exercisable  unless  and until  there is an
Acquiring  Person.  Initially,  no Rights  Certificates  will be issued  and the
Rights will trade with our common stock.  Only after any person or group becomes
an Acquiring Person, separate Rights Certificates will be mailed to shareholders
of record of the common stock.  After that time, Rights  Certificates alone will
evidence the Rights, and the Rights may be traded and transferred independently.
Under  certain other  conditions,  the Rights may entitle the holder to purchase
the same value of securities  in a company who has acquired  control of us after
the Rights have become exercisable.  In the alternative,  we may issue one share
of common  stock in exchange  for each Right.  Until  exercised,  a Right has no
voting or other shareholder rights. The Rights will expire on November 24, 2012.

     The Board may unilaterally terminate the Rights at any time before a person
becomes an Acquiring Person. The foregoing  description is only a summary and is
qualified in its entirety by reference to the Shareholder  Rights Agreement that
is attached hereto as an exhibit.

     In  addition,  on November  19,  2002,  our Board of  Director  amended the
Company's  Bylaws to  eliminate  shareholder  action by written  consent  and to
expand the notice  period if a  shareholder  wishes to  nominate a person to the
Board. A copy of the Company's  Amended and Restated  Bylaws are attached hereto
as an exhibit.

Item 7.  Financial Statements and Exhibits

         Number   Exhibits

         3.3      Amended and Restated Bylaws adopted on November 19, 2002
         4.1      Shareholder Rights Agreement






                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        CALIFORNIA INDEPENDENT BANCORP

Date: December 7, 2002                  By:  /S/ KEVIN R. WATSON
                                             -----------------------------------
                                        Name:  Kevin R. Watson
                                        Title: Chief Financial Officer/Corporate
                                               Secretary  (Principal   Financial
                                               and Accounting Officer)

EX-3.(II)

                           AMENDED AND RESTATED BYLAWS
                                       OF
                         CALIFORNIA INDEPENDENT BANCORP
                                    ARTICLE I

Offices

Section 1.1. Principal Office. The principal executive office of the corporation
is hereby  located at such place as the board of directors  (the "board")  shall
determine.  The board is hereby  granted full power and authority to change said
principal executive office from one location to another.

Section  1.2.  Other  offices.  Other  business  offices  may,  at any time,  be
established by the board at such other places as it deems appropriate.

                                   ARTICLE II

Meetings of Shareholders

Section 2.1.  Place of Meetings.  Meetings of  shareholders  may be held at such
place within or outside the state of California  designated by the board. In the
absence of any such  designation,  shareholders'  meetings  shall be held at the
principal executive office of the corporation.

Section 2.2.  Annual Meeting.  The annual meeting of shareholders  shall be held
for the election of directors on a date and at a time  designated  by the board.
The date so designated shall be within fifteen (15) months after the last annual
meeting.  At such  meeting,  directors  shall be elected,  and any other  proper
business within the power of the shareholders may be transacted.

Section 2.3.  Special  Meetings.  Special  meetings of the  shareholders  may be
called at any time by the board, the chairperson of the board, the president, or
by the holders of shares entitled to cast not less than ten percent (10%) of the
votes at such meeting.  If a special  meeting is called by any person or persons
other than the board,  the request shall be in writing,  specifying  the time of
such meeting and the general  nature of the business  proposed to be transacted,
and shall be delivered  personally or by registered  mail to the  chairperson of
the  board,  the  president,   any  vice  president  or  the  secretary  of  the
corporation. The officer receiving the request shall cause notice to be promptly
given to the shareholders entitled to vote that a meeting will be held at a time
requested  by the person or persons  calling the  meeting,  not less than 35 nor
more than 60 days  after  receipt  of the  request.  If the  notice is not given
within 20 days after  receipt of the request,  the person or persons  requesting



the meeting may give the notice. Nothing in this paragraph shall be construed as
limiting,  fixing or affecting the time when a meeting of shareholders called by
action of the board may be held.

Section 2.4. Notice of Meetings.  Written notice, in accordance with Section 2.5
of this Article II, of each annual or special meeting of  shareholders  shall be
given not less than 10 nor more than 60 days  before the date of the  meeting to
each  shareholder  entitled to vote thereat.  Such notice shall state the place,
date  and hour of the  meeting  and (a) in the case of a  special  meeting,  the
general  nature of the business to be  transacted,  and no other business may be
transacted,  or (b) in the case of the annual  meeting,  those matters which the
board,  at the time of the mailing of the notice,  intends to present for action
by the  shareholders,  but,  subject to the  provisions of  applicable  law, any
proper matter may be presented at the meeting for such action. The notice of any
meeting at which directors are to be elected shall include the names of nominees
intended at the time of the notice to be presented by the board for election.

If action is proposed to be taken at any meeting for  approval of (a) a contract
or transaction in which a director has a direct or indirect financial  interest,
pursuant to Section 310 of the  California  Corporations  Code,  as amended (the
"Code"), (b) an amendment of the articles of incorporation,  pursuant to Section
902 of the Code, (c) a reorganization  of the  corporation,  pursuant to Section
1201 of the Code, (d) a voluntary  dissolution of the  corporation,  pursuant to
Section 1900 of the Code, or (e) a  distribution  in  dissolution  other than in
accordance with the rights of outstanding preferred shares,  pursuant to Section
2007 of the  Code,  the  notice  shall  also  state the  general  nature of that
proposal.

Section 2.5. Manner of Giving Notice. Notice of a shareholders' meeting shall be
given either  personally or by first-class  mail or telegraphic or other written
communication,  charges prepaid,  addressed to the shareholder at the address of
that  shareholder  appearing  on the  books of the  corporation  or given by the
shareholder  to the  corporation  for the purpose of notice.  If no such address
appears on the corporation's  books or is given,  notice shall be deemed to have
been given if sent to that  shareholder  by  first-class  mail or telegraphic or
other written  communication to the corporation's  principal executive office or
if published at least once in a newspaper of general  circulation  in the county
in which the principal  executive  office is located.  Notice shall be deemed to
have been given at the time when  delivered  personally or deposited in the mail
or sent by telegram or other means of written  communication.  An  affidavit  of
mailing  or other  means of  giving  any  notice  in  accordance  with the above
provisions,  executed by the  secretary,  assistant  secretary  or any  transfer
agent, shall be prima facie evidence of the giving of the notice.

If any notice  addressed to the  shareholder at the address of such  shareholder
appearing on the books of the  corporation is returned to the corporation by the
United  States Postal  Service  marked to indicate that the United States Postal
Service is unable to deliver the notice to the shareholder at such address,  all
future notices shall be deemed to have been duly given without  further  mailing
if the same shall be available for the  shareholder  upon written  demand of the
shareholder at the principal executive office of the corporation for a period of
one year from the date of the giving of the notice to all other shareholders.




Section 2.6. Quorum.  A majority of the shares entitled to vote,  represented in
person or by proxy,  shall  constitute a quorum at any meeting of  shareholders.
The  shareholders  present at a duly called or held meeting at which a quorum is
present may continue to transact business until adjournment  notwithstanding the
withdrawal  of enough  shareholders  to leave less than a quorum,  if any action
taken (other than  adjournment) is approved by at least a majority of the shares
required to constitute a quorum.

Section 2.7.  Adjourned Meeting and Notice Thereof.  Any shareholders'  meeting,
whether or not a quorum is present,  may be  adjourned  from time to time by the
vote of a majority of the shares represented either in person or by proxy at the
meeting,  but in the  absence of a quorum  (except as provided in Section 2.6 of
this Article II) no other business may be transacted at such meeting.

When any meeting of  shareholders,  either  annual or special,  is  adjourned to
another time or place,  notice need not be given of the adjourned meeting if the
time and place are announced at the meeting at which the  adjournment  is taken.
However,  when any shareholders' meeting is adjourned for more than 45 days from
the date set for the original  meeting,  or, if after  adjournment  a new record
date is fixed for the adjourned  meeting,  notice of the adjourned meeting shall
be given to each  shareholder of record entitled to vote at the meeting.  At any
adjourned  meeting the  corporation  may transact any business  which might have
been transacted at the original meeting.

Section 2.8. Voting.  The  shareholders  entitled to notice of any meeting or to
vote at any such meeting shall be only persons in whose name shares stand on the
stock  records of the  corporation  on the record date  determined in accordance
with Section 2.9 of this Article II.

Voting  of  shares  of the  corporation  shall in all  cases be  subject  to the
provisions of Sections 700 through 711, inclusive, of the Code.

The shareholders' vote may be by voice or ballot;  provided,  however,  that any
election for directors must be by ballot if demanded by any  shareholder  before
the voting has begun.  On any matter  other  than  election  of  directors,  any
shareholder  may vote part of the shares in favor of the  proposal  and  refrain
from voting the remaining  shares or vote them against the proposal  (other than
the election of directors),  but, if the shareholder fails to specify the number
of shares which the shareholder is voting affirmatively, it will be conclusively
presumed  that the  shareholder's  approving  vote is with respect to all shares
that  the  shareholder  is  entitled  to  vote.  If a  quorum  is  present,  the
affirmative  vote of the majority of the shares  represented  at the meeting and
entitled to vote on any matter (other than the election of  directors)  shall be
the act of the  shareholders,  unless the vote of a greater  number or voting by
classes is required by the Code or by the articles of incorporation.

Pursuant  to  California  Corporations  Code  sections  301.5  and 708,  and any
successor statutes, so long as the corporation remains a `Listed Corporation' as
defined under  Corporations  Code section 301.5 or any successor  statutes,  the





corporation  does not permit  cumulative  voting for the election of  directors.
However,  in the event  that the  corporation  should  not  qualify as a `Listed
Corporation' as defined under  Corporations  Code Section 301.5 or any successor
statute, and subject to the following sentence and the provisions of Section 708
of the Code, every shareholder entitled to vote at any election of directors may
cumulate such shareholder's votes and give one candidate a number of votes equal
to the number of  directors to be elected  multiplied  by the number of votes to
which the  shareholder's  shares are entitled,  or distribute the  shareholder's
votes on the same principle among as many  candidates as the shareholder  thinks
fit. No  shareholder  shall be entitled to cumulate  votes for any  candidate or
candidates  pursuant  to the  preceding  sentence  unless  such  candidate's  or
candidates'  names have been  placed in  nomination  prior to the voting and the
shareholder  has given  notice  at the  meeting  and prior to the  voting of the
shareholder's  intention  to  cumulate  the  shareholder's  votes.  If  any  one
shareholder has given such notice, all shareholders may cumulate their votes for
candidates in nomination.

In any election of directors,  the  candidates  receiving the highest  number of
affirmative  votes of the shares entitled to be voted for them, up to the number
of directors  to be elected,  shall be elected.  Votes  against the director and
votes withheld shall have no legal effect.

Section 2.9.  Record Date. The board may fix, in advance,  a record date for the
determination of the  shareholders  entitled to notice of any meeting or to vote
or to receive payment of any dividend or other distribution, or allotment of any
rights,  or to exercise  any rights in respect of any other lawful  action.  The
record  date so fixed shall be not more than 60 days nor less than 10 days prior
to the date of the meeting nor more than 60 days prior to any other action. When
a record date is so fixed, only shareholders of record on that date are entitled
to  notice  of  and  to  vote  at  the  meeting  or  to  receive  the  dividend,
distribution, or allotment of rights, or to exercise rights, as the case may be,
notwithstanding any transfer of shares on the books of the corporation after the
record  date.  A record  date for a meeting of  shareholders  shall apply to any
adjournment  of the  meeting  unless the board  fixes a new record  date for the
adjourned  meeting.  The board  shall fix a new  record  date if the  meeting is
adjourned for more than 45 days.

If no  record  date is fixed  by the  board,  the  record  date for  determining
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the business day next  preceding the day on which
notice of the meeting is given or, if notice is waived, the close of business on
the business day next preceding the day on which the meeting is held. The record
date for  determining  shareholders  for any purpose  other than as set forth in
this  Section  2.9 or Section  2.11 of this  Article II shall be at the close of
business on the day on which the board adopts the resolution  relating  thereto,
or the sixtieth day prior to the date of such other action, whichever is later.

Section  2. 10.  Consent  of  Absentees.  The  transactions  of any  meeting  of
shareholders,  however  called and noticed,  and wherever  held, are as valid as
though had at a meeting duly held after regular call and notice,  if a quorum is
present  either  in  person  or by  proxy,  and if,  either  before or after the
meeting,  each of the persons entitled to vote, who was not present in person or





by proxy,  signs a written waiver of notice,  or a consent to the holding of the
meeting or an approval of the minutes  thereof.  All such  waivers,  consents or
approvals  shall  be  filed  with the  corporate  records  or made a part of the
minutes of the meeting.  Attendance of a person at a meeting shall  constitute a
waiver  of  notice of and  presence  at such  meeting,  except  when the  person
objects,  at the beginning of the meeting,  to the  transaction  of any business
because  the  meeting  is not  lawfully  called  or  convened  and  except  that
attendance  at a  meeting  is  not a  waiver  of  any  right  to  object  to the
consideration  of matters  required by the Code to be included in the notice but
not so included, if such objection is expressly made at the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of  shareholders  need be specified in any written waiver of notice,  consent to
the holding of the meeting or  approval  of the minutes of the  meeting,  except
that if action is taken or  proposed  to be taken for  approval  of any of those
matters specified in the second paragraph of Section 2.4 of this Article II, the
waiver of notice,  consent or approval  shall  state the  general  nature of the
proposal.

Section 2.11.     Action by Written Consent Without a Meeting.

There shall be no shareholder action taken by written consent.

Section 2.12.  Proxies.  Every person entitled to vote shares or execute written
consents  has the right to do so  either  in  person  or by one or more  persons
authorized by a written proxy executed and dated by such  shareholder  and filed
with the secretary of the  corporation  prior to the convening of any meeting of
the  shareholders  at which any such  proxy is to be used or prior to the use of
such written  consent.  A validly executed proxy which does not state that it is
irrevocable continues in full force and effect unless: (1) revoked by the person
executing it prior to the vote pursuant  thereto,  by a writing delivered to the
corporation  stating that the proxy is revoked or by a subsequent proxy executed
by the person  executing the prior proxy and presented to the meeting,  or as to
any meeting of shareholders,  by attendance at such meeting and voting in person
by the  person  executing  the  proxy;  or (2)  written  notice  of the death or
incapacity of the maker of the proxy is received by the  corporation  before the
vote  pursuant  thereto is counted;  provided,  however,  that no proxy shall be
valid after the  expiration of 11 months from the date of its  execution  unless
otherwise provided in the proxy.

Section 2.13. Inspectors of Election. In advance of any meeting of shareholders,
the board may appoint any persons  other than  nominees for office as inspectors
of election to act at such meeting and any adjournment thereof. If no inspectors
of election are so appointed,  or if any persons so appointed  fail to appear or
refuse to act,  the  chairperson  of any such meeting may, and on the request of
any shareholder or shareholder's proxy shall,  appoint inspectors of election at
the meeting.  The number of inspectors  shall be either one (1) or three (3). If
inspectors are appointed at a meeting on the request of one or more shareholders
or proxies,  the holders of a majority of shares or their proxies  present shall
determine whether one (1) or three (3) inspectors are to be appointed.

The duties of such  inspectors  shall be as prescribed by Section  707(b) of the
Code and shall include:  determining  the number of shares  outstanding  and the





voting  power  of each;  determining  the  shares  represented  at the  meeting;
determining the existence of a quorum;  determining the  authenticity,  validity
and the effect of proxies;  receiving  votes,  ballots or consents;  hearing and
determining  all challenges and questions in any way arising in connection  with
the right to vote;  counting and tabulating  all votes or consents;  determining
when the polls shall close;  determining the result;  and doing such acts as may
be proper to conduct the election or vote with fairness to all shareholders.  If
there are three  inspectors of election,  the decision,  act or certificate of a
majority is effective in all respects as the  decision,  act or  certificate  of
all.

Section 2.14.  Conduct of Meetings.  The president shall preside at all meetings
of the  shareholders  and shall conduct each such meeting in a businesslike  and
fair  manner,  but shall not be  obligated  to follow any  technical,  formal or
parliamentary rules or principles of procedure.  The presiding officer's rulings
on  procedural  matters  shall be  conclusive  and binding on all  shareholders,
unless at the time of ruling a  request  for a vote is made to the  shareholders
entitled to vote and represented in person or by proxy at the meeting,  in which
case the decision of a majority of such shares shall be  conclusive  and binding
on all  shareholders.  Without  limiting the  generality of the  foregoing,  the
presiding  officer  shall have all the powers  usually  vested in the  presiding
officer of a meeting of shareholders.

                                  ARTICLE III

Directors

Section 3.1.  Powers.  Subject to the provisions of the Code and any limitations
in the articles of  incorporation  and these bylaws relating to actions required
to be approved by the  shareholders or by the outstanding  shares,  the business
and affairs of the corporation  shall be managed and all corporate  powers shall
be exercised by or under the direction of the board.  The board may delegate the
management of the day-to-day  operations of the business of the corporation to a
management company or other person provided that the business and affairs of the
corporation  shall be managed and all corporate  powers shall be exercised under
the ultimate  direction of the board.  Without prejudice to such general powers,
but subject to the same  limitations,  it is hereby expressly  declared that the
board shall have the following powers in addition to the other powers enumerated
in these bylaws:

(a) to select and remove all the other  officers,  agents and  employees  of the
    corporation, prescribe any qualifications,  powers  and duties for them that
    are consistent with law, the articles of  incorporation or these bylaws, fix
    their compensation, and require from them security for faithful service;

(b) to conduct,  manage and control the affairs and business of the  corporation
    and to make such rules and regulations  therefor not inconsistent  with law,
    the articles of incorporation or these bylaws, as they may deem best;

(c) to  adopt,  make  and use a  corporate  seal,  to  prescribe  the  forms  of
    certificates of stock, and to alter  the  form  of  such  seal  and of  such
    certificates from time to time as in their judgment they may deem best;




(d) to authorize the issuance of shares of stock of the corporation from time to
    time, upon such terms and for such consideration as may be lawful;

(e) to borrow money and incur  indebtedness for the purposes of the corporation,
    and to cause to be executed and delivered therefor, in the  corporate  name,
    promissory and capital notes, bonds, debentures, deeds of trust,  mortgages,
    pledges,  hypothecations or other evidences of debt and securities  therefor
    and any agreements pertaining thereto;

(f) to  prescribe  the  manner in which and the person or persons by whom any or
    all of the checks, drafts, notes, contracts and other corporate  instruments
    shall be executed;

(g) to appoint  and  designate,  by  resolution  adopted  by a  majority  of the
    authorized number of directors,  one or more committees,  each consisting of
    two or more directors, including the appointment of alternate members of any
    committee who may replace any absent member at any meeting of the committee;
    and

(h) generally, to do and perform every act or thing whatever that may pertain to
    or be  authorized  by  the board of directors of a corporation  incorporated
    under the laws of this state.

Section 3.2. Number and  Qualification  of Directors.  The authorized  number of
directors  of the  corporation  shall not be less  than  seven (7) nor more than
thirteen (13) until changed by an amendment of the articles of  incorporation or
by a bylaw amending this Section 3.2 duly adopted by the vote or written consent
of holders of a majority of the  outstanding  shares entitled to vote. The exact
number  within said range  shall be fixed by  amendment  to this  Section 3.2 of
these by-laws  adopted by the board of directors and unless and until so amended
the exact number of directors is hereby fixed at eleven (11).

Section 3.3.  Nominations of Directors.  Nominations  for election of members of
the board may be made by the board or by any holder of any outstanding  class of
capital stock of the corporation entitled to vote for the election of directors.
Notice of intention to make any nominations (other than for persons named in the
notice of the meeting called for the election of directors or  nominations  made
by the board)  shall be made in writing and shall be  delivered or mailed to the
president  of the  corporation  not less than ninety (90) days nor more than one
hundred twenty (120) days prior to the anniversary of the annual meeting for the
preceding year; provided,  however, that if, and only if, the annual meeting for
the current  year is not  scheduled  to be held  within a period that  commences
within  thirty (30) days of the annual  meeting  for the  preceding  year,  then
notice shall be given on the later of (i) the close of business ninety (90) days
prior to the  scheduled  meeting date or (ii) the close of business on the tenth
day  following  the date on which such meeting is first  announced or disclosed.
Such notification shall contain the following information to the extent known to
the notifying  shareholder:  (a) the name and address of each proposed  nominee;





(b) the principal  occupation of each proposed nominee; (c) the number of shares
of capital stock of the corporation owned by each proposed nominee; (d) the name
and residence address of the notifying shareholder;  (e) the number of shares of
capital stock of the  corporation  owned by the notifying  shareholder;  (f) the
number of shares of capital stock of any bank, bank holding company, savings and
loan  association or other  depository  institution  owned  beneficially  by the
nominee or by the notifying  shareholder and the identities and locations of any
such institutions;  and (g) whether the proposed nominee has ever been convicted
of or pleaded nolo contendere to any criminal  offense  involving  dishonesty or
breach of trust, filed a petition in bankruptcy or been adjudged  bankrupt.  The
notification shall be signed by the nominating  shareholder and by each nominee,
and shall be  accompanied  by a  written  consent  to be named as a nominee  for
election  as a director  from each  proposed  nominee.  Nominations  not made in
accordance with these  procedures shall be disregarded by the chairperson of the
meeting,  and upon his or her  instructions,  the  inspectors of election  shall
disregard all votes cast for each such nominee.  The foregoing  requirements  do
not apply to the  nomination  of a person to replace a proposed  nominee who has
become  unable to serve as a director  between the last day for giving notice in
accordance  with this  paragraph  and the date of election of  directors  if the
procedure  called  for in  this  paragraph  was  followed  with  respect  to the
nomination of the proposed nominee.

Section 3.4. Election and Term of Office. The directors shall be elected at each
annual  meeting of  shareholders,  but if any annual  meeting is not held or the
directors are not elected  thereat,  the directors may be elected at any special
meeting of shareholders  held for that purpose.  Each director shall hold office
until  the next  annual  meeting  and until a  successor  has been  elected  and
qualified.

Section 3.5. Vacancies.  Vacancies on the board, except for a vacancy created by
the  removal  of a  director,  may be  filled  by a  majority  of the  remaining
directors,  though less than a quorum, or by a sole remaining director, and each
director so elected  shall hold office  until the next annual  meeting and until
such director's successor has been elected and qualified. A vacancy on the board
created  by the  removal  of a  director  may  only be  filled  by the vote of a
majority of the shares  entitled to vote  represented  at a duly held meeting at
which a quorum is present,  or by the  written  consent of the holders of all of
the outstanding shares.

The  shareholders  may elect a  director  or  directors  at any time to fill any
vacancy or vacancies not filled by the  directors.  Any such election by written
consent other than to fill a vacancy created by removal  requires the consent of
a majority of the outstanding shares entitled to vote.

Any director may resign  effective upon giving written notice to the chairperson
of the  board,  the  president,  secretary,  or the  board,  unless  the  notice
specifies a later time for the effectiveness of such  resignation.  If the board
accepts the resignation of a director  tendered to take effect at a future time,
the board or the  shareholders  shall  have power to elect a  successor  to take
office when the resignation is to become effective.

A vacancy  or  vacancies  on the  board  shall be deemed to exist in case of the
death,  resignation or removal of any director,  or if the authorized  number of
directors is increased,  or if the  shareholders  fail, at any annual or special





meeting of shareholders at which any director or directors are elected, to elect
the full authorized number of directors to be voted for at that meeting.

The board may declare  vacant the office of a director who has been  declared of
unsound mind by an order of court or convicted of a felony.

No reduction  of the  authorized  number of  directors  shall have the effect of
removing any director prior to the expiration of the director's term of office.

Section 3.6. Place of Meetings.  Regular or special  meetings of the board shall
be held at any place  within or outside the state of  California  which has been
designated  in the notice of meeting or if there is no notice,  at the principal
executive office of the  corporation,  or at a place designated by resolution of
the board or by the written consent of the board. Any regular or special meeting
is valid wherever held if held upon written  consent of all members of the board
given  either  before or after the meeting and filed with the  secretary  of the
corporation.

Section 3.7.  Regular  Meetings.  Immediately  following  each annual meeting of
shareholders,  the  board  shall  hold a  regular  meeting  for the  purpose  of
organization,  any desired  election of officers  and the  transaction  of other
business. Notice of this meeting shall not be required.

Other regular  meetings of the board shall be held without  notice either on the
Tuesday  immediately  before the second  Wednesday  of each month at the hour of
4:00 p.m., or at such different date and time as the board may from time to time
fix by resolution;  provided, however, should said day fall upon a legal holiday
observed by the corporation at its principal executive office, then said meeting
shall be held at the same time and place on the next  succeeding  full  business
day of the corporation. Call and notice of all regular meetings of the board are
hereby dispensed with.

Section 3.8. Special Meetings.  Special meetings of the board for any purpose or
purposes  may be  called  at any  time  by the  chairperson  of the  board,  the
president, any vice president, the secretary or by any two directors.

Special  meetings of the board shall be held upon four days'  written  notice by
mail or 48 hours, notice delivered personally or by telephone,  telegraph, telex
or other similar means of  communication.  Any such notice shall be addressed or
delivered to each director at the  director's  address as shown upon the records
of the  corporation or as given to the  corporation by the director for purposes
of notice  or, if such  address is not shown on such  records or is not  readily
ascertainable, at the place in which the meetings of the directors are regularly
held. Such notice may, but need not, specify the purpose of the meeting,  or the
place if the  meeting  is to be held at the  principal  executive  office of the
corporation.

Notice by mail shall be deemed to have been  given at the time a written  notice
is deposited in the United  States  mails,  postage  prepaid.  Any other written





notice shall be deemed to have been given at the time it is personally delivered
to the  recipient  or is  delivered  to a common  carrier for  transmission,  or
actually  transmitted by the person giving the notice by electronic  means or by
facsimile  transmission,  to the recipient.  Oral notice shall be deemed to have
been  given  at the  time it is  communicated,  in  person  or by  telephone  or
wireless,  to the recipient or to a person at the office of the  recipient  whom
the person giving the notice has reason to believe will promptly  communicate it
to the recipient.

Section  3.9.  Quorum.  A  majority  of  the  authorized   number  of  directors
constitutes  a quorum of the board for the  transaction  of business,  except to
adjourn  as  hereinafter  provided.  Every  act or  decision  done  or made by a
majority of the  directors  present at a meeting  duly held at which a quorum is
present  shall be regarded as the act of the board,  unless a greater  number be
required by the  articles of  incorporation  and  subject to the  provisions  of
Section 310 of the Code (as to approval of contracts or  transactions in which a
director  has a direct or  indirect  material  financial  interest)  and Section
317(e) of the Code (as to  indemnification  of directors).  A meeting at which a
quorum is initially  present may continue to transact  business  notwithstanding
the  withdrawal  of  directors,  if any action  taken is  approved by at least a
majority of the required quorum for such meeting.

Section 3.10. Participation in Meetings by Conference Telephone.  Members of the
board may  participate  in a meeting  through use of a  conference  telephone or
similar communications  equipment,  so long as all members participating in such
meeting  can hear one  another.  Participation  in a  meeting  pursuant  to this
Section 3.10 constitutes presence in person at such meeting.

Section  3.11.  Waiver of Notice.  Notice of a meeting  need not be given to any
director  who signs a waiver of notice or a consent to holding the meeting or an
approval of the minutes of the meeting,  whether before or after the meeting, or
who  attends  the  meeting  without  protesting,  before  the  meeting or at its
commencement, the lack of notice to such director. All such waivers, consents or
approvals  shall  be  filed  with the  corporate  records  or made a part of the
minutes of the meeting.

Section 3.12. Adjournment. A majority of the directors present, whether or not a
quorum is present, may adjourn any directors, meeting to another time and place.
Notice of the time and place of holding an adjourned  meeting need not be given,
unless the meeting is adjourned for more than  twenty-four  hours, in which case
notice of the time and place  shall be given  before  the time of the  adjourned
meeting to the directors who were not present at the time of the adjournment.

Section 3.13.  Action Without  Meeting.  Any action  required or permitted to be
taken by the board may be taken  without a meeting  if all  members of the board
shall  individually  or  collectively  consent in writing to such  action.  Such
written  consent or consents shall be filed with the minutes of the  proceedings
of the board.  Such  action by written  consent  shall have the same effect as a
unanimous vote of the board.

                                       9


Section 3.14.  Fees and  Compensation.  Directors and members of committees  may
receive such  compensation,  if any, for their services,  and such reimbursement
for  expenses,  as may be fixed or  determined  by the board.  This Section 3.14
shall not be construed to preclude any director from serving the  corporation in
any other capacity as an officer,  agent,  employee or otherwise,  and receiving
compensation for those services.

Section 3. 15. Rights of  Inspection.  Every director of the  corporation  shall
have the absolute  right at any  reasonable  time to inspect and copy all books,
records and  documents of every kind and to inspect the physical  properties  of
the  corporation and also of its subsidiary  corporations,  domestic or foreign.
Such inspection by a director may be made in person or by agent or attorney, and
the right of inspection includes the right to copy and make extracts.

Section 3.16.  Removal of Director Without Cause. Any or all of the directors of
the  corporation  may be removed without cause if the removal is approved by the
outstanding shares, subject to the following:

(a) Except if the corporation has a classified board, no director may be removed
    (unless the entire board is removed) when the votes cast against removal, or
    not consenting  in writing to the removal,  would be sufficient to elect the
    director if voted cumulatively at an election at which the same total number
    of  votes  were  cast  (or, if  the  action is taken by written consent, all
    shares  entitled  to  vote  were  voted) and the entire  number of directors
    authorized  at the time of  the  director's  most  recent election were then
    being elected.

(b) When by the  provisions  of the  articles  the  holders of the shares of any
    class  or series,  voting as a class or series, are entitled to elect one or
    more  directors,  any  director  so  elected  may  be  removed  only  by the
    applicable vote of the holders of the shares of that class or series.

(c) When the corporation  has a classified  board, a director may not be removed
    if  the  votes  cast  against removal of the director,  or not consenting in
    writing  to the removal,  would be sufficient to elect the director if voted
    cumulatively  (without  regard  to  whether  shares  may  otherwise be voted
    cumulatively)  at an  election  at which the same total number of votes were
    cast (or, if the action is  taken by written consent, all shares entitled to
    vote were voted) and either the  number  of  directors  elected  at the most
    recent  annual  meeting  of  shareholders,  or  if  greater,  the  number of
    directors for whom removal is being sought, were then being elected.

Section 3.17. Removal of Directors by Shareholder's  Suit. The superior court of
the  proper  county  may,  at the suit of the  shareholders  holding at least 10
percent of the number of outstanding shares of any class, remove from office any
director in case of fraudulent or dishonest  acts or gross abuse of authority or
discretion  with reference to the  corporation  and may bar from  reelection any
director so removed for a period  prescribed by the court. The corporation shall
be made a party to such action.




ARTICLE IV

Officers

Section 4.1. Officers.  The officers of the corporation shall be a president,  a
secretary and a chief financial  officer.  The corporation may also have, at the
discretion of the board, a chairperson  of the board, a vice  chairperson of the
board, one or more vice presidents,  one or more assistant  secretaries,  one or
more assistant  financial  officers and such other officers as may be elected or
appointed in accordance  with the  provisions of Section 4.3 of this Article IV.
One  person  may  hold  two or more  offices,  except  those  of  president  and
secretary.

Section 4.2. Appointment. The officers of the corporation,  except such officers
as may be appointed in accordance  with the provisions of Section 4.3 or Section
4.5 of this  Article IV, shall be chosen by, and shall serve at the pleasure of,
the board,  and shall hold their  respective  offices  until their  resignation,
removal  or other  disqualification  from  service,  or until  their  respective
successors  shall be  appointed,  subject to the  rights,  if any, of an officer
under any contract of employment.

Section 4.3.  Subordinate  Officers.  The board may appoint,  or may empower the
president to appoint, such other officers as the business of the corporation may
require,  each to hold office for such period,  have such  authority and perform
such  duties as are  provided  in these  bylaws or as the board may from time to
time determine.

Section  4.4.  Removal and  Resignation.  Subject to the  rights,  if any, of an
officer  under any contract of  employment,  any officer may be removed,  either
with or without  cause,  by the board at any time,  or, except in the case of an
officer chosen by the board,  by any officer upon whom such power of removal may
be conferred by the board.

Any officer may resign at any time by giving written  notice to the  corporation
without  prejudice to the rights,  if any, of the corporation under any contract
to which the officer is a party. Any such  resignation  shall take effect at the
date of the receipt of such notice or at any later time specified therein;  and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

Section 4. 5. Vacancies. A vacancy in any office because of death,  resignation,
removal,  disqualification  or any other  cause  shall be  filled in the  manner
prescribed in these bylaws for regular appointment to such office.

Section 4.6.  Chairperson.  The chairperson of the board, if there shall be such
an officer, shall, if present, preside at all meetings of the board and exercise
and perform such other powers and duties as may be assigned from time to time by
the board.

Section 4.7. Vice Chairperson. The vice chairperson of the board, if there shall
be such an  officer,  shall,  in the  absence of the  chairperson  of the board,





preside at all  meetings of the board and exercise and perform such other powers
and duties as may be assigned from time to time by the board.

Section 4.8.  President.  Subject to such powers, if any, as may be given by the
board to the  chairperson of the board,  if there shall be such an officer,  the
president is the general manager and chief executive  officer of the corporation
and has, subject to the control of the board, general supervision, direction and
control of the  business and affairs of the  corporation.  The  president  shall
preside  at all  meetings  of the  shareholders  and in the  absence of both the
chairperson of the board and the vice  chairperson,  or if there be none, at all
meetings  of the  board.  The  president  has the  general  powers and duties of
management usually vested in the office of president and chief executive officer
of a  corporation  and such other powers and duties as may be  prescribed by the
board.

Section 4.9. Vice President. In the absence or disability of the president,  the
vice  presidents in order of their rank as fixed by the board or, if not ranked,
the vice president  designated by the board, shall perform all the duties of the
president  and, when so acting,  shall have all the powers of, and be subject to
all the  restrictions  upon, the president.  The vice presidents shall have such
other  powers  and  perform  such  other  duties  as from  time  to time  may be
prescribed for them respectively by the bylaws,  the board, the president or the
chairperson of the board.

Section 4.10.  Secretary.  The secretary  shall keep or cause to be kept, at the
principal executive office or such other place as the board may order, a book of
minutes of all meetings of shareholders,  the board and its committees, with the
time and place of  holding,  whether  regular or special,  and, if special,  how
authorized,  the notice or waivers of notice thereof  given,  the names of those
present at the board and  committee  meetings,  the number of shares  present or
represented at shareholders' meetings, and the proceedings thereof.

The  secretary  shall  keep,  or cause to be kept,  a copy of the  bylaws of the
corporation at the principal  executive  office or business office in accordance
with Section 213 of the Code. The secretary  shall keep, or cause to be kept, at
the principal  executive office or at the office of the  corporation's  transfer
agent or registrar,  if one is  appointed,  a record of its  shareholders,  or a
duplicate  record of its  shareholders,  giving the names and  addresses  of all
shareholders and the number and class of shares held by each.

The secretary  shall give,  or cause to be given,  notice of all the meetings of
the shareholders,  of the board and of any committees  thereof required by these
bylaws or by law to be given,  shall  keep the seal of the  corporation  in safe
custody,  and shall have such other  powers and perform such other duties as may
be prescribed by the board.

Section 4.11.  Assistant  Secretary.  The  assistant  secretary or the assistant
secretaries,  in  the  order  of  their  seniority,  shall,  in the  absence  or
disability of the secretary,  or in the event of such officer's  refusal to act,
perform the duties and exercise the powers of the  secretary and shall have such
additional powers and discharge such duties as may be assigned from time to time
by the president or by the board.




Section 4.12. Chief Financial  Officer.  The chief financial  officer shall keep
and maintain, or cause to be kept and maintained, adequate and correct books and
records  of the  properties  and  financial  and  business  transactions  of the
corporation,   including   accounts  of  its  assets,   liabilities,   receipts,
disbursements,  gains, losses, capital,  retained earnings and shares, and shall
send or cause to be sent to the  shareholders of the corporation  such financial
statements  and reports  that by law or these  bylaws are required to be sent to
them.  The  books of  account  shall at all times be open to  inspection  by any
director of the corporation.

The chief financial  officer shall deposit all monies and other valuables in the
name and to the  credit  of the  corporation  with such  depositories  as may be
designated by the board. The chief financial officer shall disburse the funds of
the  corporation  as may be ordered by the board,  shall render to the president
and directors,  whenever they request it, an account of all transactions engaged
in as chief financial officer and of the financial condition of the corporation,
and shall  have such  other  powers  and  perform  such  other  duties as may be
prescribed by the board.

Section 4.13.  Assistant  Financial Officer.  The assistant financial officer or
the assistant financial officers, in the order of their seniority, shall, in the
absence or disability of the chief  financial  officer,  or in the event of such
officer's  refusal to act,  perform  the duties and  exercise  the powers of the
chief financial  officer,  and shall have such  additional  powers and discharge
such  duties as may be  assigned  from time to time by the  president  or by the
board.

Section 4.14. Salaries. The salaries of the officers shall be fixed from time to
time by the board and no officer shall be prevented  from  receiving such salary
by reason of the fact that such officer is also a director of the corporation.

Section 4.15.  Officers  Holding More Than One Office.  Any two or more offices,
except those of president and secretary,  may be held by the same person, but no
officer shall  execute,  acknowledge  or verify any  instrument in more than one
capacity.

Section  4.16.  Inability  to Act. In the case of absence or inability to act of
any officer of the corporation and of any person herein authorized to act in his
or her place,  the board may from time to time  delegate the powers or duties of
such officer to any other  officer,  or any director or other person whom it may
select.

                                   ARTICLE V

Indemnification

Section 5.1.  Definitions.  For use in this Article V, certain terms are defined
as follows:

(a) "Agent":  A director,  officer,  employee or agent of the  corporation  or a
    person  who  is  or  was  serving at  the  request of the  corporation  as a
    director, officer,   employee  or  agent  of  another  foreign  or  domestic
    corporation,   partnership,  joint   venture,  trust,  or  other  enterprise
    (including service with  respect  to employee  benefit  plans and service on





    creditors,  committees  with  respect to any proceeding under the Bankruptcy
    Code, assignment for the benefit of creditors or other liquidation of assets
    of  a  debtor of the corporation),  or a person who was a director, officer,
    employee  or  agent  of  a  foreign  or  domestic  corporation  which  was a
    predecessor corporation of the corporation or of another  enterprise  at the
    request of the predecessor corporation.

(b) "Loss": All expenses,  liabilities,  and losses including  attorneys,  fees,
    judgments,  fines,  ERISA excise taxes and penalties,  amounts paid or to be
    paid  in  settlement,  any  interest,  assessments, or other charges imposed
    thereon,  and  any  federal,  state, local,  or foreign taxes imposed on any
    Agent as a result of the actual or deemed receipt of any payments under this
    Article.

(c)  "Proceeding":   Any  threatened,  pending  or  completed  action,  suit  or
     proceeding  including any  and  all  appeals,  whether   civil,   criminal,
     administrative or investigative.

Section 5.2. Right to  Indemnification.  Each person who was or is a party or is
threatened  to be  made a  party  to or is  involved  (as a  party,  witness  or
otherwise) in any Proceeding,  by reason of the fact that he or she, or a person
of whom he or she is the legal  representative,  is or was an Agent, is entitled
to  indemnification.  Agent  shall  be  indemnified  and  held  harmless  by the
corporation   to  the  fullest   extent   authorized   by  law.   The  right  to
indemnification conferred in this Article V shall be a contract right. It is the
corporation's  intention that these bylaws provide  indemnification in excess of
that  expressly  permitted  by Section  317 of the Code,  as  authorized  by the
corporation's articles of incorporation.

Section  5.3.  Authority  to  Advance  Expenses.  The  right to  indemnification
provided in Section 5.2 of these bylaws shall  include the right to be paid,  in
advance of a Proceeding's final disposition, expenses incurred in defending that
Proceeding,  provided,  however,  that if  required  by the  California  General
Corporation  Law,  as  amended,  the payment of expenses in advance of the final
disposition  of  the  Proceeding  shall  be  made  only  upon  delivery  to  the
corporation  of an undertaking by or on behalf of the Agent to repay such amount
if it  shall  ultimately  be  determined  that he or she is not  entitled  to be
indemnified by the corporation as authorized  under this Article V or otherwise.
The Agent's  obligation  to reimburse  the  corporation  for  advances  shall be
unsecured and no interest shall be charged thereon.

Section 5.4.  Right of Claimant to Bring Suit.  If a claim under  Section 5.2 or
5.3 of these bylaws is not paid in full by the  corporation  within  thirty (30)
days after a written  claim has been received by the  corporation,  the claimant
may at any time  thereafter  bring suit against the  corporation  to recover the
unpaid amount of the claim and, if successful in whole or in part,  the claimant
shall be entitled to be paid also the expenses  (including  attorneys'  fees) of
prosecuting  such claim. It shall be a defense to any such action (other than an
action  brought  to  enforce  a claim  for  expenses  incurred  in  defending  a
Proceeding  in advance of its final  disposition)  that the claimant has not met





the standards of conduct that make it permissible  under the California  General
Corporation  Law for the  corporation  to indemnify  the claimant for the amount
claimed.  The  burden of  proving  such a defense  shall be on the  corporation.
Neither  the  failure  of the  corporation  (including  its board of  directors,
independent  legal counsel,  or its  shareholders)  to have made a determination
prior  to the  commencement  of such  action  that  the  indemnification  of the
claimant  is  proper  under  the  circumstances  because  he or she  has met the
applicable  standard of conduct set forth in the California General  Corporation
Law, nor an actual  determination  by the  corporation  (including  its board of
directors, independent legal counsel, or its shareholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption  that claimant has not already met the applicable  standard
of conduct.

Section 5.5. Provisions Nonexclusive. The rights conferred on any person by this
Article V shall not be  exclusive  of any other rights that such person may have
or  hereafter   acquire  under  any  statute,   provision  of  the  articles  of
incorporation,  agreement,  vote of shareholders or disinterested  directors, or
otherwise, both as to action in an official capacity and as to action in another
capacity  while  holding  such office.  To the extent that any  provision of the
articles  of   incorporation,   agreement,   or  vote  of  the  shareholders  or
disinterested  directors  is  inconsistent  with these  bylaws,  the  provision,
agreement, or vote shall take precedence.

Section 5.6.  Authority  to Insure.  The  corporation  may purchase and maintain
insurance to protect  itself and any Agent against any Loss asserted  against or
incurred by such person,  whether or not the corporation would have the power to
indemnify the Agent against such Loss under  applicable law or the provisions of
this  Article V. If the  corporation  owns all or a portion of the shares of the
company  issuing the insurance  policy,  the company and/or the policy must meet
one of the two sets of conditions set forth in Section 317 of the Code.

Section  5.7.  Survival of Rights.  The rights  provided by this Article V shall
continue  as to a person  who has  ceased to be an Agent and shall  inure to the
benefit of the heirs, executors, and administrators of such person.

Section  5.8.  Settlement  of  Claims.  The  corporation  shall not be liable to
indemnify any Agent under this Article V: (a) for any amounts paid in settlement
of any action or claim effected without the corporation's written consent, which
consent shall not be  unreasonably  withheld;  or (b) for any judicial award, if
the  corporation  was not given a  reasonable  and  timely  opportunity,  at its
expense, to participate in the defense of such action.

Section 5.9. Effect of Amendment. Any amendment,  repeal or modification of this
Article V shall  not  adversely  affect  any  right or  protection  of any Agent
existing at the time of such amendment, repeal or modification.

Section 5.10.  Subrogation.  Upon payment under this Article V, the  corporation
shall be  subrogated  to the  extent  of such  payment  to all of the  rights of
recovery  of the  Agent,  who shall  execute  all papers  required  and shall do
everything that may be necessary to secure such rights,  including the execution
of such documents necessary to enable the corporation  effectively to bring suit
to enforce such rights.




Section 5.11. No Duplication of Payments.  The  corporation  shall not be liable
under  this  Article V to make any  payment  in  connection  with any claim made
against  the  Agent to the  extent  the Agent has  otherwise  actually  received
payment  (under any  insurance  policy,  agreement,  vote or  otherwise)  of the
amounts otherwise indemnifiable hereunder.

                                   ARTICLE VI

Other Provisions

Section 6.1. Inspection of Corporate Records.

(a) A  shareholder  or  shareholders  of the  corporation  holding at least five
    percent (5%) in the aggregate  of  the  outstanding  voting  shares  of  the
    corporation or who hold at least one percent (1%) of the outstanding  voting
    shares and have filed a Schedule 14B with the United  States Securities  and
    Exchange Commission relating to the election of directors of the corporation
    shall have an absolute right to do either or both of the following:

    (i)  inspect and copy the record of  shareholders,  names and  addresses and
         shareholdings  during  usual  business  hours  upon five business days,
         prior written demand upon the corporation; or

    (ii) obtain  from the  transfer  agent,  if any, for the  corporation,  upon
         written demand and upon the tender of its usual charges for such a list
         (the amount of which charges shall be stated to the shareholder  by the
         transfer agent upon request),  a list of the  shareholders'  names  and
         addresses  who  are  entitled to vote for the election of directors and
         their shareholdings, as of the most recent record date for which it has
         been compiled, or as of a date specified by the shareholder  subsequent
         to the date of demand.  The corporation  shall have a responsibility to
         cause the transfer agent to comply with this Section 6.1;

(b) The record of  shareholders  shall also be open to inspection and copying by
    any  shareholder  or holder of a voting trust certificate at any time during
    usual  business hours upon written demand on the corporation,  for a purpose
    reasonably related to such holder's interest as a shareholder or holder of a
    voting trust certificate.  A written  demand  for such  inspection  shall be
    accompanied  by  a  statement  in  reasonable  detail  of the purpose of the
    inspection.

(c) The  accounting  books  and  records  and  minutes  of  proceedings  of  the
    shareholders and the board and  committees  of the  board  shall  be open to
    inspection  upon  written  demand  on the  corporation by any shareholder or
    holder of a voting trust certificate  at any  reasonable  time during  usual
    business hours, for a purpose reasonably related to such  holder's  interest
    as a shareholder or as a holder of such voting trust certificate.  The right
    of inspection created by this Section  6.1(c) shall extend to the records of





    each  subsidiary of the  corporation.  A written demand for such  inspection
    shall be accompanied by a statement in reasonable detail of the  purpose  of
    the inspection.

(d) Any  inspection  and copying under this Section 6.1 may be made in person or
    by agent or attorney.

Section 6.2.  Inspection of Bylaws.  The corporation shall keep at its principal
executive office in California the original or a copy of these bylaws as amended
to date,  which shall be open to inspection by  shareholders  at all  reasonable
times during office hours.

Section 6.3.  Execution of Documents,  Contracts.  Subject to the  provisions of
applicable law, any note, mortgage,  evidence of indebtedness,  contract,  share
certificate,  initial transaction statement or written statement,  conveyance or
other  instrument in writing and any assignment or endorsement  thereof executed
or entered into between the corporation and any other person, when signed by the
chairperson of the board, the president or any vice president and the secretary,
any assistant secretary,  the chief financial officer or any assistant financial
officer of the corporation,  or when stamped with a facsimile  signature of such
appropriate  officers  in the case of  share  certificates,  shall be valid  and
binding upon the  corporation in the absence of actual  knowledge on the part of
the other person that the signing officers did not have authority to execute the
same. Any such  instruments  may be signed by any other person or persons and in
such manner as from time to time shall be determined by the board, and unless so
authorized by the board,  no officer,  agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or amount.

Section 6.4.  Certificates  of Stock.  Every holder of shares of the corporation
shall be entitled to have a certificate signed in the name of the corporation by
the chairperson or the vice  chairperson of the board or the president or a vice
president and by the, secretary or an assistant secretary or the chief financial
officer or an assistant  financial officer,  certifying the number of shares and
the class or series of shares owned by the  shareholder.  The  signatures on the
certificates  may be facsimile  signatures.  If any officer,  transfer  agent or
registrar who has signed a  certificate  or whose  facsimile  signature has been
placed upon the certificate shall have ceased to be such officer, transfer agent
or  registrar  before  such  certificate  is  issued,  it may be  issued  by the
corporation  with the same effect as if such  person  were an officer,  transfer
agent or registrar at the date of issue.

Except as provided in this Section 6.4, no new  certificate  for shares shall be
issued  in lieu of an old  certificate  unless  the  latter is  surrendered  and
cancelled at the same time. The board may, however,  in case any certificate for
shares is alleged to have been lost, stolen or destroyed, authorize the issuance
of a new  certificate in lieu thereof,  and the corporation may require that the
corporation be given a bond or other adequate  security  sufficient to indemnify
it against  any claim  that may be made  against it  (including  any  expense or
liability)  on  account  of the  alleged  loss,  theft  or  destruction  of such
certificate or the issuance of such new certificate.





Prior to the due presentment for  registration of transfer in the stock transfer
book of the  corporation,  the  registered  owner shall be treated as the person
exclusively entitled to vote, to receive notifications and otherwise to exercise
all the rights and powers of an owner, except as expressly provided otherwise by
the laws of the state of California.

Section 6.5.  Representation of Shares of Other  Corporations.  The president or
any other officer or officers  authorized by the board or the president are each
authorized  to vote,  represent  and exercise on behalf of the  corporation  all
rights  incident  to any  and  all  shares  or  other  securities  of any  other
corporation  or  corporations  standing  in the  name  of the  corporation.  The
authority  herein granted may be exercised  either by any such officer in person
or by any other person  authorized  to do so by proxy or power of attorney  duly
executed by said officer.

Section 6.6. Seal. The corporate  seal of the  corporation  shall consist of two
concentric circles,  between which shall be the name of the corporation,  and in
the  center  shall  be  inscribed  the word  "Incorporated"  and the date of its
incorporation.

Section 6.7. Fiscal Year. The fiscal year of the corporation  shall begin on the
first day of January and end on the 31st day of December of each year.

Section  6.8.  Construction  and  Definitions.   Unless  the  context  otherwise
requires,  the  general  provisions,   rules  of  construction  and  definitions
contained in the Code and the California  General  Corporation  Law shall govern
the  construction  of these  bylaws.  Without  limiting the  generality  of this
provision,  the singular number includes the plural,  the plural number includes
the singular,  and the term "person"  includes both a corporation and a, natural
person.

Section 6.9. Bylaw  Provisions  Contrary to or  Inconsistent  with Provisions of
Law. Any article, section, subsection,  subdivision,  sentence, clause or phrase
of these  bylaws  which,  upon being  construed  in the manner  provided in this
Section 6.9. shall be contrary to or inconsistent with any applicable  provision
of the Code or other applicable laws of the State of California or of the United
States shall not apply so long as said provisions of law shall remain in effect,
but such  result  shall not affect the  validity or  applicability  of any other
portions of these bylaws,  it being hereby declared that these bylaws would have
been  adopted and each  article,  section,  subsection,  subdivision,  sentence,
clause  or  phrase  thereof,  irrespective  of the  fact  that  any  one or more
articles, sections, subsections,  subdivisions, sentences, clauses or phrases is
or are illegal.

                                  ARTICLE VII

Amendments

Section  7. 1.  Amendment  by  Shareholders.  New bylaws may be adopted or these
bylaws may be amended or repealed by the vote or written consent of holders of a





majority of the outstanding shares entitled to vote; provided,  however, that if
the  articles  of  incorporation  of the  corporation  set forth  the  number of
authorized directors of the corporation,  the authorized number of directors may
be changed only by an amendment  of the articles of  incorporation  and provided
also that a bylaw  reducing the fixed number or the minimum  number of directors
to a number less than five cannot be adopted if the votes cast against  adoption
at a  meeting,  or the shares  not  consenting  in the case of action by written
consent,  are  equal  to more  than 16 2/3  percent  of the  outstanding  shares
entitled to vote.

Section 7.2.  Amendment by Directors.  Subject to the rights of the shareholders
as provided  in Section  7.1 of this  Article  VII,  bylaws,  other than a bylaw
specifying  or changing a fixed  number of  directors  or the maximum or minimum
number  or  changing  from a fixed to a  variable  board or vice  versa,  may be
adopted, amended or repealed by the board.

EX-4

                          SHAREHOLDER RIGHTS AGREEMENT


     THIS  SHAREHOLDER  RIGHTS  AGREEMENT  (as amended  from time to time,  this
"Agreement"),  is  made  and  entered  into as of  November  25,  2002,  between
California  Independent Bancorp, a California  corporation (the "Company"),  and
U.S. Stock Transfer Corporation, as Rights Agent (the "Rights Agent", which term
shall include any successor Rights Agent hereunder).

                              W I T N E S S E T H:

     WHEREAS, the Board of Directors of the Company has (a) authorized, declared
and granted a  distribution  of one right  ("Right") in respect of each share of
Common Stock (as hereinafter defined) held of record as of the close of business
on December 2, 2002 (the "Record  Date") and (b)  authorized the issuance of one
Right in respect of each share of Common  Stock issued after the Record Date and
prior to the Separation Date (as hereinafter  defined) and, to the extent herein
provided, each share of Common Stock issued after the Separation Date; and

     WHEREAS,  the Company  desires to appoint the Rights Agent to act on behalf
of the Company,  and the Rights  Agent  desires to accept said  appointment,  in
connection  with the  issuance,  transfer,  exchange and  replacement  of Rights
Certificates (as hereinafter defined),  the exercise of Rights and other matters
referred to herein;

     NOW  THEREFORE,  in  consideration  of  the  premises  and  the  respective
agreements set forth herein, the parties hereby agree as follows:

                         ARTICLE I: CERTAIN DEFINITIONS

     1.1 Certain  Definitions.  For purposes of this  Agreement,  the  following
terms have the meanings indicated:

         (a)  "Acquiring  Person" shall mean any Person who or which,  together
with all Affiliates and Associates of such Person, is a  Beneficial Owner of 15%
or more of the outstanding  shares of Common Stock;  provided, however, that the
term  "Acquiring  Person" shall not include any Person (i) who is the Beneficial
owner of 15% or more of the  outstanding  shares  of Common Stock on the date of
this Agreement or who shall  become  the  Beneficial Owner of 15% or more of the
outstanding  shares of Common Stock solely as a result of an acquisition  by the
Company of shares of Common Stock, until  such  time  hereafter or thereafter as
any of such Person shall become the  Beneficial  Owner (other than by means of a
stock dividend or stock split) of  any  additional  shares of Common Stock, (ii)
who is the Beneficial owner of 15% or more of the  outstanding  shares of Common
Stock but who acquired Beneficial Ownership of shares of  Common  Stock  without
any plan or  intention  to seek or affect control of the Company, if such Person
promptly  enters  into  an  irrevocable  commitment  promptly  to  divest,   and
thereafter  promptly  divests  (without  exercising  or  retaining  any   power,





including  voting  power,  with  respect to such shares),  sufficient  shares of
Common  Stock  so  that such Person ceases to be the Beneficial  owner of 15% or
more of the  outstanding  shares of Common Stock,  (iii) who  Beneficially  Owns
shares of Common Stock consisting  solely of one or more of (A) shares of Common
Stock Beneficially Owned  pursuant to the grant or exercise of an option granted
to such Person by the  Company  in  connection  with an agreement to merge with,
or acquire,  the Company  entered  into prior to a  Flip-In  Date, (B) shares of
Common Stock  Beneficially Owned by such Person or its  Affiliates or Associates
at the time of grant of such option or (C) shares  of  Common Stock  acquired by
Affiliates or Associates of such Person  after the time of such grant which,  in
the aggregate, amount to less than 1% of the outstanding shares of Common Stock,
or (iv) who Beneficially Owns  Preferred  Stock  of  the  Company,  which,  upon
conversion  to Common Stock  would cause such Person to Beneficially  Own 15% or
more of the outstanding Common Stock. In addition, the Company, any wholly owned
Subsidiary of the  Company  and  any  employee stock ownership or other employee
benefit plan of the Company or a wholly owned Subsidiary  of the  Company  shall
not be included in the definition of an "Acquiring Person."

          (b)  "Affiliate" and  "Associate"  shall have the respective  meanings
ascribed to such terms in Rule 12 b-2 under the Securities Exchange Act of 1934,
as such Rule is in effect on the date of this Agreement.

          (c) A Person  shall be  deemed  the  "Beneficial  Owner",  and to have
"Beneficial Ownership" of, and to "Beneficially Own", any securities as to which
such Person or any of such Person's Affiliates or Associates is or may be deemed
to  be  the  beneficial  owner  of  pursuant to Rule 13 d-3 and 13 d-5 under the
Securities  Exchange Act, as  such  Rules  are  in  effect  on  the date of this
Agreement as  well  as  any securities as to which such Person or  any  of  such
Person's  Affiliates  or  Associates  has the  right to become Beneficial  Owner
(whether such right is exercisable immediately or only after the passage of time
or  the  occurrence of conditions)  pursuant  to  any  agreement, arrangement or
understanding,  or  upon  the  exercise  of  conversion rights, exchange rights,
rights  (other  than the  Rights),  warrants or options, or otherwise; provided,
however, that a Person shall not be deemed the "Beneficial  Owner",  or to  have
"Beneficial  Ownership"  of,  or to "Beneficially  Own", any security (i) solely
because such security has been  tendered  pursuant to a tender or exchange offer
made by such Person or any of such Person's  Affiliates or Associates until such
tendered  security is  accepted  for payment or exchange or (ii) solely  because
such Person or any of such Person's  Affiliates or Associates  has or shares the
power to vote  or  direct  the  voting of such security  pursuant to a revocable
proxy given  in  response to a public proxy or consent solicitation made to more
than ten holders of shares of a class of stock of the Company  registered  under
Section  12  of  the  Securities  Exchange  Act  of 1934 and pursuant to, and in
accordance  with,  the  applicable  rules  and regulations  under the Securities
Exchange  Act  of  1934,  except  if  such  power (or  the arrangements relating
thereto) is then reportable under Item 6 of Schedule 13 D  under  the Securities
Exchange Act of 1934 (or any similar  provision  of  a  comparable  or successor
report). Notwithstanding the foregoing, no officer or director  of  the  Company
shall be deemed to Beneficially Own any securities of any other Person by virtue
of any actions such officer or director takes in such capacity.  For purposes of
this  Agreement,   in  determining  the percentage of the outstanding  shares of
Common Stock with respect to which a Person is the Beneficial Owner,  all shares
as  to  which such  Person is  deemed  the  Beneficial  Owner  shall  be  deemed
outstanding.




          (d) "Business Day" shall mean any day other than a Saturday, Sunday or
a   day  on  which  banking  institutions  in  San  Francisco,  California,  are
generally authorized or obligated by law or executive order to close.

          (e) "Close of  Business"  on any given  date shall mean 5:00 p.m.  San
Francisco, California time on such date (or, if such date is not a Business Day,
5:00 p.m. San Francisco, California time on the next  succeeding  Business Day).

          (f) "Common Stock" shall mean the shares of Common Stock, no par value
per share, of the Company, or securities convertible into, exchangeable  into or
exercisable for Common Stock.

          (g) "Exchange Date" shall mean the date on which the right to exercise
the Rights shall terminate pursuant to Section 3.1(c) hereof.

          (h) "Exercise  Price" shall mean, as of any date, the price at which a
holder may purchase the securities  issuable  upon  exercise of one whole Right.
Until adjustment thereof in accordance with the terms hereof, the Exercise Price
shall equal $80.

          (i)  "Expiration  Date" shall mean the  earliest  of (i) the  Exchange
Date,  (ii)  the  Termination  Date,  (iii) November 22, 2012, and (iv) upon the
merger of the Company into another corporation  pursuant to an agreement entered
into prior to a Flip-In Date.

          (j) "Flip-In  Date" shall mean the tenth  business day after any Stock
Acquisition Date or such earlier or later date as the Board of Directors of  the
Company may from time to time fix by  resolution  adopted  prior to the  Flip-In
Date that would otherwise have occurred.

          (k) "Flip-Over  Entity" for purposes of Section 3.2, shall mean (i) in
the  case  of  a  Flip-Over  Transaction or Event described in clause (i) of the
definition  thereof,  the  Person  issuing  any  securities into which shares of
Common Stock are being  converted or exchanged  and, if no such  securities  are
being issued,  the other party to such  Flip-Over  Transaction or Event and (ii)
in the case of a  Flip-Over  Transaction  or  Event  referred  to in clause (ii)
of the definition thereof, the  Person  receiving  the  greatest  portion of the
assets  or  earning  power  being  transferred  in  such  Flip-Over  Transaction
or Event, provided in all cases if such Person is a subsidiary of a corporation,
the parent corporation shall be the Flip-Over Entity.

          (l) "Flip-Over  Stock" shall mean the capital stock (or similar equity
interest) with the greatest voting power in respect of the election of directors
(or  other  persons  similarly  responsible  for  direction  of the business and
affairs) of the Flip-Over Entity.

          (m)  "Flip-Over  Transaction  or Event"  shall mean a  transaction  or
series of transactions after a Flip-In Date in  which,  directly  or indirectly,
(i) the Company shall consolidate  or merge or participate in a  share  exchange
with any other Person if, at the time of the  consolidation,   merger  or  share
exchange  or at the  time the  Company enters into any agreement with respect to
any such consolidation, merger or share exchange, the Acquiring Person  Controls
the Board of Directors of the Company and  either (A) any term of or arrangement





concerning the  treatment of shares of  capital  stock  in  such  consolidation,
merger or share exchange relating to the Acquiring Person  is not  identical  to
the terms and arrangements relating to other holders of the Common  Stock or (B)
the Person with whom  the  transaction  or  series of transactions occurs is the
Acquiring Person or (ii) the Company  shall sell or  otherwise  transfer (or one
or  more of its  Subsidiaries  shall  sell  or  otherwise  transfer)  assets (A)
aggregating more  than  50% of the  assets(measured by either book value or fair
market value) or (B)  generating  more than 50% of the operating  income or cash
flow, of  the  Company  and  its  Subsidiaries  (taken as a whole) to any Person
(other  than  the Company or one or more of its wholly owned Subsidiaries) or to
two  or more such Persons which are Affiliates or Associates or otherwise acting
in concert, if, at the time of the entry by the Company (or any such Subsidiary)
into  an  agreement  with  respect  to  such  sale or  transfer of  assets,  the
Acquiring Person Controls the  Board of Directors  of the Company.  An Acquiring
Person shall be deemed to "Control"  the  Company's  Board  of  Directors  when,
following a Flip-In  Date,  the persons who were directors of the Company before
the Flip-In Date shall cease to constitute  a majority of the Company's Board of
Directors.

          (n) "Market  Price" per share of any securities on any date shall mean
the average of the daily closing prices per share of such securities (determined
as  described  below)  on  each  of the 10 consecutive  Trading Days through and
including  the Trading Day  immediately  preceding such date; provided, however,
that if an event of a type  analogous  to any of the events described in Section
2.4 hereof shall have caused the closing prices   used to  determine  the Market
Price on any Trading Days during such period of 10 Trading  Days not to be fully
comparable  with the closing price on such date, each such closing price so used
shall be appropriately  adjusted in order to make it fully  comparable  with the
closing price on such date. The closing price per share of any securities on any
date  shall  be  the  last reported sale price, regular way, or, in case no such
sale takes place or is quoted on such date,  the average of the  closing bid and
asked  prices, regular way, for each share of such securities, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange, Inc.
or,  if  the  securities  are  not listed or admitted to trading on the New York
Stock  Exchange, Inc., as  reported  in the  principal  consolidated transaction
reporting  system  with  respect to  securities listed on the principal national
securities  exchange on which the securities are listed  or  admitted to trading
or, if  the  securities  are  not listed or admitted to trading on any  national
securities  exchange,  as  reported by the NASDAQ National  Market or such other
system then in use, or, if on any such date   the  securities  are not listed or
admitted  to  trading  on any national securities exchange or quoted by any such
organization,  the average of the closing bid and asked prices as furnished by a
professional market maker  making  a  market  in  the securities selected by the
Board of Directors of the Company; provided,  however,  that if on any such date
the securities are not  listed  or admitted to trading on a national  securities
exchange or traded in the over-the-counter market, the closing price  per  share
of such  securities  on  such  date  shall  mean  the  fair  value  per share of
securities on such date as determined in good faith by the Board of Directors of
the  Company, after consultation with a nationally recognized investment banking
firm, and set forth in a certificate delivered to the Rights Agent.




          (o)   "Person"   shall  mean  any   individual,   firm,   partnership,
association,  group  (as  such  term is used in Rule 13 d-5 under the Securities
Exchange Act of 1934, as such Rule is in effect on the  date of this Agreement),
corporation or other entity.

          (p) "Separation  Date" shall mean the close of business on the earlier
of (i) the tenth  business  day (or such later date as the Board of Directors of
the  Company  may  from  time to time  fix by  resolution  adopted  prior to the
Separation  Date that would otherwise have occurred) after the date on which any
Person commences a tender or exchange offer which, if consummated,  would result
in such  Person's  becoming  an  Acquiring  Person  and (ii) the  Flip-In  Date;
provided,  that if the foregoing  results in the Separation  Date being prior to
the Record  Date,  the  Separation  Date shall be the Record  Date and  provided
further,  that if any tender or exchange offer referred to in clause (i) of this
paragraph is canceled, terminated or otherwise withdrawn prior to the Separation
Date without the purchase of any shares of Common Stock pursuant  thereto,  such
offer shall be deemed, for purposes of this paragraph, never to have been made.

          (q)  "Stock  Acquisition  Date"  shall  mean the first  date of public
announcement  by the Company (by any means) that an Acquiring  Person has become
such.

          (r) "Subsidiary" of any specified Person shall mean any corporation or
other entity of which a majority of the voting power of the equity securities or
a majority of the equity interest is Beneficially Owned, directly or indirectly,
by such Person.

          (s)  "Termination  Date"  shall  mean the date on which  the  right to
exercise the Rights shall terminate pursuant to Section 5.1 hereof.

          (t)  "Trading  Day," when used with respect to any  securities,  shall
mean a day on which  the New  York  Stock  Exchange,  Inc.  is open to  transact
business or, if such securities are not listed or admitted to trading on the New
York Stock  Exchange,  Inc., a day on which the  principal  national  securities
exchange on which such  securities  are listed or admitted to trading is open to
transact  business or, if such  securities are not listed or admitted to trading
on any national securities exchange, a Business Day.

                             ARTICLE II: THE RIGHTS

     2.1 Summary of Rights.  As soon as  practicable  after the Record Date, the
Company will mail a letter summarizing the terms of the Rights to each holder of
record of Common Stock as of the Record Date, at such holder's  address as shown
by the records of the Company.

     2.2 Legend on Common Stock Certificates.  Certificates for the Common Stock
issued after the Record Date but prior to the Separation Date shall evidence one
Right  for each  share of  Common  Stock  represented  thereby  and  shall  have
impressed on, printed on, written on or otherwise  affixed to them the following
legend:


               "Until the  Separation  Date (as defined in the Rights  Agreement
          referred to below),  this  certificate also evidences and entitles the
          holder hereof to certain  Rights as set forth in a Shareholder  Rights
          Agreement,  dated as of November 22, 2002 (as such may be amended from
          time to time, the "Rights Agreement"),  between California Independent
          Bancorp (the "Company") and U.S. Stock Transfer Corporation, as Rights
          Agent, the terms of which are hereby  incorporated herein by reference
          and a copy of which is on file at the principal  executive  offices of
          the Company. Under certain  circumstances,  as set forth in the Rights
          Agreement,  such Rights may be terminated,  may become exercisable for
          securities  or assets of the  Company  or of  another  entity,  may be
          exchanged for shares of Common Stock or other  securities or assets of
          the Company,  may expire,  may become void (if they are  "Beneficially
          Owned" by an  "Acquiring  Person",  as such  terms are  defined in the
          Rights Agreement, or by any transferee of any of the foregoing) or may
          be evidenced by separate  certificates  and may no longer be evidenced
          by this certificate.  The Company will mail or arrange for the mailing
          of a copy of the Rights  Agreement  to the holder of this  certificate
          without  charge  promptly  after  the  receipt  of a  written  request
          therefor."

          Certificates  representing  shares of Common Stock that are issued and
outstanding at the Record Date shall evidence one Right for each share of Common
Stock evidenced thereby notwithstanding the absence of the foregoing legend.

     2.3 Exercise of Rights; Separation of Rights.

          (a) Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment as
herein  set  forth,  each  Right will  entitle  the  holder  thereof,  after the
Separation Date and prior to the Expiration  Date, to purchase from the Company,
upon  exercise  thereof in  accordance  with the terms  hereof  (but  subject to
Section 5.10),  that number of shares of Common Stock having an aggregate Market
Price on the Stock  Acquisition  Date equal to twice the  Exercise  Price for an
amount in cash  equal to the  Exercise  Price  (such  right to be  appropriately
adjusted in order to protect the interests of the holders of Rights generally in
the  event  that on or  after  such  stock  Acquisition  Date an event of a type
analogous  to any of the events  described  in Section  2.4(a) or (b) shall have
occurred with respect to the Common Stock).

          (b) Until the Separation  Date, (i) no Right may be exercised and (ii)
each Right will be  evidenced by the  certificate  for the  associated  share of
Common Stock (together,  in the case of certificates  issued prior to the Record
Date, with the letter or notice mailed to the record holder thereof  pursuant to
Section  2.1)  and  will  be  transferable  only  together  with,  and  will  be
transferred  by a transfer  (whether  with or without such letter or notice) of,
such associated share of Common Stock.

          (c) Subject to this  Section 2.3 and to  Sections  3.1,  5.1 and 5.10,
after the Separation  Date and prior to the Expiration  Date, the Rights (i) may
be exercised and (ii) may be transferred  independent of shares of Common Stock.



Promptly  following  the  Separation  Date,  the Rights  Agent will mail to each
holder of  record of Common  Stock as of the  Separation  Date  (other  than any
Person  whose  Rights  have become void  pursuant  to Section  3.1(b)),  at such
holder's  address as shown by the records of the  Company  (the  Company  hereby
agreeing  to  furnish  copies  of such  records  to the  Rights  Agent  for this
purpose),  (x) a certificate (a "Rights  Certificate") in substantially the form
of Exhibit A hereto appropriately  completed,  representing the number of Rights
held  by  such  holder  at  the  Separation   Date  and  having  such  marks  of
identification  or  designation  and such  legends,  summaries  or  endorsements
printed thereon as the Company may deem  appropriate and as are not inconsistent
with the provisions of this Agreement,  or as may be required to comply with any
law or with any rule or  regulation  made  pursuant  thereto or with any rule or
regulation of any national  securities exchange or quotation system on which the
Rights  may from time to time be listed or traded,  or to conform to usage,  and
(y) a disclosure statement describing the Rights.

          (d) Subject to Sections 3.1, 5.1 and 5.10,  Rights may be exercised on
any Business Day after the Separation  Date and prior to the Expiration  Date by
submitting  to the Rights Agent the Rights  Certificate  evidencing  such Rights
with an Election to Exercise (an  "Election to Exercise")  substantially  in the
form attached to the Rights  Certificate duly completed,  accompanied by payment
by wire  transfer or by certified or official  bank check or money order payable
to the order of the Company,  of a sum equal to the Exercise Price multiplied by
the number of Rights being  exercised and a sum sufficient to cover any transfer
tax or charge  which may be payable in respect of any  transfer  involved in the
transfer  or  delivery  of Rights  Certificates  or the  issuance or delivery of
certificates  for shares or  depository  receipts (or both) in a name other than
that of the holder of the Rights being exercised.

          (e) Upon receipt of a Rights Certificate, with an Election to Exercise
accompanied by payment as set forth in Section  2.3(d),  and subject to Sections
3.1, 5.1 and 5.10, the Rights Agent will thereupon  promptly (i)(A)  requisition
from a transfer  agent stock  certificates  evidencing  such number of shares or
other securities to be purchased (the Company hereby irrevocably authorizing its
transfer  agents to comply  with all such  requisitions)  and (B) if the Company
elects pursuant to Section 5.5 not to issue certificates representing fractional
shares,  requisition  from the  depository  selected by the  Company  depository
receipts  representing the fractional shares to be purchased or requisition from
the  Company  the  amount  of cash to be paid in lieu of  fractional  shares  in
accordance  with  Section  5.5 and  (ii)  after  receipt  of such  certificates,
depository  receipts  and/or cash,  deliver the same to or upon the order of the
registered  holder  of such  Rights  Certificate,  registered  (in  the  case of
certificates or depository  receipts) in such name or names as may be designated
by such holder.

          (f) In case the holder of any Rights shall exercise less than
all the Rights  evidenced  by such  holder's  Rights  Certificate,  a new Rights
Certificate  evidencing the Rights  remaining  unexercised will be issued by the
Rights Agent to such holder or to such holder's duly authorized assigns.

          (g) The  Company  covenants  and agrees that it will (i) take all such
action as may be necessary to ensure that all shares  delivered upon exercise of
Rights  shall,  at the time of  delivery  of the  certificates  for such  shares
(subject to payment of the  Exercise  Price),  be duly and  validly  authorized,
executed, issued and delivered and fully paid and non assessable;  (ii) take all



such action as maybe necessary to comply with any applicable requirements of the
Securities Act of 1933 or the Securities Exchange Act of 1934, and the rules and
regulations  thereunder,  and any other  applicable law, rule or regulation,  in
connection  with the issuance of any shares upon  exercise of Rights;  and (iii)
pay when due and  payable  any and all  federal  and  state  transfer  taxes and
charges which may be payable in respect of the original  issuance or delivery of
the Rights  Certificates  or of any shares  issued upon the  exercise of Rights,
provided  that the  Company  shall not be required  to pay any  transfer  tax or
charge which may be payable in respect of any transfer  involved in the transfer
or delivery of Rights  Certificates  or the issuance or delivery of certificates
for  shares  in a name  other  than  that  of the  holder  of the  Rights  being
transferred or exercised.

     2.4 Adjustments to Exercise Price/Rights.

          (a) In the event  Company  shall at any time after the Record Date and
prior to the  Separation  Date (i)  declare  or pay a dividend  on Common  Stock
payable in Common Stock,  (ii) subdivide the  outstanding  Common Stock or (iii)
combine the  outstanding  Common Stock into a smaller number of shares of Common
Stock,  (x) the Exercise Price in effect after such  adjustment will be equal to
the Exercise Price in effect immediately prior to such adjustment divided by the
number of shares of Common Stock (the  "Expansion  Factor") that a holder of one
share of  Common  Stock  immediately  prior  to such  dividend,  subdivision  or
combination  would hold  thereafter as a result  thereof and (y) each Right held
prior  to such  adjustment  will  become  that  number  of  Rights  equal to the
Expansion  Factor,  and the  adjusted  number  of  Rights  will be  deemed to be
distributed  among the shares of Common Stock with respect to which the original
Rights were  associated  (if they remain  outstanding)  and the shares issued in
respect of such dividend, subdivision or combination, so that each such share of
Common Stock will have  exactly one Right  associated  with it. Each  adjustment
made  pursuant to this  paragraph  shall be made as of the payment or  effective
date for the applicable dividend, subdivision or combination.

     In the event the Company  shall at any time after the Record Date and prior
to the  Separation  Date issue any shares of Common  Stock  otherwise  than in a
transaction  referred to in the preceding  paragraph,  each such share of Common
Stock so issued shall automatically have one new Right associated with it, which
Right shall be  evidenced by the  certificate  representing  such share.  To the
extent provided in Section 5.3, Rights shall be issued by the Company in respect
of shares of  Common  Stock  that are  issued or sold by the  Company  after the
Separation Date.

          (b) In the event the  Company  shall at any time after the Record Date
and prior to the Separation Date issue or distribute any securities or assets in
respect of, in lieu of or in exchange for Common Stock (other than pursuant to a
regular periodic cash dividend or a dividend paid solely in Common Stock)whether
by dividend,  in a  reclassification  or  recapitalization  (including  any such
transaction involving a merger,  consolidation or share exchange), or otherwise,
the Company shall make such adjustments,  if any, in the number of Rights and/or
securities or other property purchasable upon exercise of Rights as the Board of



Directors of the Company,  in its sole  discretion,  may deem to be  appropriate
under the  circumstances  in order to  adequately  protect the  interests of the
holders of Rights  generally,  and the Company and the Rights  Agent shall amend
this Agreement as necessary to provide for such adjustments.

          (c) Each  adjustment  to the  Exercise  Price  made  pursuant  to this
Section 2.4 shall be calculated  to the nearest cent.  Whenever an adjustment to
the Exercise  Price is made  pursuant to this Section 2.4, the Company shall (i)
promptly  prepare  a  certificate  setting  forth  such  adjustment  and a brief
statement of the facts  accounting  for such  adjustment  and (ii) promptly file
with the Rights Agent and with each  transfer  agent for the Common Stock a copy
of such certificate. The Rights Agent shall be fully protected in relying on any
such  certificate and on any adjustment  therein and shall not be deemed to have
knowledge of any such adjustment  unless and until it shall have received such a
certificate.

     Rights  certificates  shall represent the securities  purchasable under the
terms of this  Agreement,  including any  adjustment or change in the securities
purchasable  upon  exercise of the Rights,  even  though such  certificates  may
continue to express the  securities  purchasable  at the time of issuance of the
initial Rights Certificates.

     2.5 Date on Which  Exercise  is  Effective.  Each  person in whose name any
certificate  for  shares is issued  upon the  exercise  of Rights  shall for all
purposes be deemed to have become the holder of record of the shares represented
thereby on the date upon which the Rights Certificate evidencing such Rights was
duly  surrendered  and  payment of the  Exercise  Price for such Rights (and any
applicable taxes and other governmental charges payable by the exercising holder
hereunder) was made; provided,  however,  that if the date of such surrender and
payment is a date upon which the stock  transfer books of the Company are closed
,such person shall be deemed to have become the record holder of such shares on,
and such certificate  shall be dated, the next succeeding  Business Day on which
the stock transfer books of the Company are open.

     2.6 Execution, Authentication, Delivery and Dating of Rights Certificates.

          (a) The Rights Certificates shall be executed on behalf of the Company
by its Chairman of the Board,  Chief  Executive  Officer or one of its Executive
Officers,  under its corporate seal reproduced thereon attested by its Secretary
or one of its Assistant  Secretaries.  The signature of any of these officers on
the Rights Certificates may be manual or facsimile.

     Rights  Certificates   bearing  the  manual  or  facsimile   signatures  of
individuals  who were at any time the proper  officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such  offices  prior to the  countersignature  and  delivery of such Rights
Certificates.

     Promptly  after the  Separation  Date,  the Company  will notify the Rights
Agent of such Separation Date and will deliver Rights  Certificates  executed by
the Company to the Rights Agent for  countersignature,  and,  subject to Section
3.1 (b), the Rights  Agent shall  manually  countersign  and deliver such Rights
Certificates to the holders of the Rights pursuant to Section 2.3(c) hereof.  No
Rights Certificate shall be valid for any purpose unless manually  countersigned
by the Rights Agent.


          (b)   Each   Rights   Certificate   shall   be   dated   the  date  of
countersignature thereof.

     2.7 Registration, Registration of Transfer and Exchange.

          (a) After the  Separation  Date,  the Company  will cause to be kept a
register  (the  "Rights   Register")  in  which,   subject  to  such  reasonable
regulations as it may prescribe,  the Company will provide for the  registration
and transfer of Rights.  The Rights Agent is hereby appointed "Rights Registrar"
for  the  purpose  of  maintaining  the  Rights  Register  for the  Company  and
registering  Rights and transfers of Rights after the Separation  Date as herein
provided.  In the event  that the  Rights  Agent  shall  cease to be the  Rights
Registrar,  the Rights Agent will have the right to examine the Rights  Register
at all reasonable times after the Separation Date.

     After the Separation Date and prior to the Expiration  Date, upon surrender
for registration of transfer or exchange of any Rights Certificate,  and subject
to the  provisions  of Section  2.7(c) and (d), the Company will execute and the
Rights  Agent will  countersign  and  deliver,  in the name of the holder or the
designated  transferee  or  transferees,  as required  pursuant to the  holder's
instructions,  one or more new Rights Certificates evidencing the same aggregate
number of Rights as did the Rights Certificate so surrendered.

          (b) Except as otherwise  provided in Section 3.1(b), all Rights issued
upon any  registration of transfer or exchange of Rights  Certificates  shall be
the valid  obligations of the Company,  and such Rights shall be entitled to the
same  benefits  under  this  Agreement  as  the  Rights  surrendered  upon  such
registration of transfer or exchange.

          (c) Every Rights Certificate  surrendered for registration of transfer
or exchange shall be duly endorsed, or be accompanied by a written instrument of
transfer in form  satisfactory  to the Company or the Rights Agent,  as the case
may be,  duly  executed by the holder  thereof or such  holder's  attorney  duly
authorized  in  writing.  As a  condition  to the  issuance  of any  new  Rights
Certificate under this Section 2.7, the Company may require the payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
relation thereto.

          (d) The Company  shall not be required  to  register  the  transfer or
exchange of any Rights after such Rights have become void under Section  3.1(b),
been exchanged under Section 3.1(c) or been terminated under Section 5.1.

     2.8 Mutilated, Destroyed, Lost and Stolen Rights Certificates.

          (a) If any mutilated  Rights  Certificate is surrendered to the Rights
Agent prior to the Expiration Date, then, subject to Sections 3.1(b), 3.1(c) and
5.1,  the Company  shall  execute and the Rights  Agent  shall  countersign  and
deliver in exchange therefor a new Rights Certificate evidencing the same number
of Rights as did the Rights Certificate so surrendered.

          (b) If there shall be  delivered  to the Company and the Rights  Agent
prior  to  the  Expiration  Date  (i)  evidence  to  their  satisfaction  of the
destruction,  loss or theft of any Rights  Certificate and (ii) such security or
indemnity as may be required by them to save each of them and any of their



agents harmless,  then,  subject to Sections  3.1(b),  3.1(c) and 5.1 and in the
absence  of  notice  to the  Company  or  the  Rights  Agent  that  such  Rights
Certificate  has been  acquired  by a bona fide  purchaser,  the  Company  shall
execute and upon its request the Rights Agent shall countersign and deliver,  in
lieu of any such  destroyed,  lost or stolen  Rights  Certificate,  a new Rights
Certificate  evidencing the same number of Rights as did the Rights  Certificate
so destroyed, lost or stolen.

          (c) As a condition to the issuance of any new Rights Certificate under
this  Section 2.8,  the Company may require the payment of a sum  sufficient  to
cover any tax or other  governmental  charge  that may be  imposed  in  relation
thereto and any other  expenses  (including  the fees and expenses of the Rights
Agent) connected therewith.

          (d) Every new Rights  Certificate  issued pursuant to this Section 2.8
in lieu of any destroyed,  lost or stolen Rights  Certificate  shall evidence an
original additional  contractual  obligation of the Company,  whether or not the
destroyed, lost or stolen Rights Certificate shall be at any time enforceable by
anyone, and, subject to Section 3.1(b), shall be entitled to all the benefits of
this Agreement  equally and  proportionately  with any and all other Rights duly
issued hereunder.

     2.9 Persons Deemed Owners. Prior to due presentment of a Rights Certificate
(or, prior to the Separation Date, the associated Common Stock  certificate) for
registration  of transfer,  the  Company,  the Rights Agent and any agent of the
Company  or the  Rights  Agent may deem and treat the  person in whose name such
Rights  Certificate  (or,  prior  to the  Separation  Date,  such  Common  Stock
certificate)  is  registered  as the  absolute  owner  thereof and of the Rights
evidenced thereby for all purposes  whatsoever,  and neither the Company nor the
Rights  Agent shall be affected by any notice to the  contrary.  As used in this
Agreement,  unless the  context  otherwise  requires,  the term  "holder" of any
Rights  shall  mean the  registered  holder  of such  Rights  (or,  prior to the
Separation Date, the associated shares of Common Stock).

     2.10 Delivery and  Cancellation of  Certificates.  All Rights  Certificates
surrendered  upon exercise or for registration of transfer or exchange shall, if
surrendered  to any person  other than the Rights  Agent,  be  delivered  to the
Rights Agent and, in any case,  shall be promptly  canceled by the Rights Agent.
The Company may at any time  deliver to the Rights  Agent for  cancellation  any
Rights Certificates  previously  countersigned and delivered hereunder which the
Company may have acquired in any manner whatsoever,  and all Rights Certificates
so  delivered  shall  be  promptly  canceled  by the  Rights  Agent.  No  Rights
Certificates  shall be  countersigned  in lieu of or in exchange  for any Rights
Certificates  canceled as provided in this  Section  2.10,  except as  expressly
permitted by this  Agreement.  The Rights Agent shall return all canceled Rights
Certificates to the Company.

     2.11 Agreement of Rights  Holders.  Every holder of Rights by accepting the
same  consents  and agrees with the Company and the Rights  Agent and with every
other holder of Rights that:

          (a) prior to the Separation Date, each Right will be transferable only
together with, and will be transferred by a transfer of, the associated share of
Common Stock;


          (b)  after  the  Separation  Date,  the  Rights  Certificates  will be
transferable only on the Rights Register as provided herein;

          (c) prior to due presentment of a Rights Certificate (or, prior to the
Separation  Date, the associated  Common Stock  certificate) for registration of
transfer,  the  Company,  the Rights  Agent and any agent of the  Company or the
rights   Agent  may  deem  and  treat  the  person  in  whose  name  the  Rights
Certificate(or,  prior to the  Separation  Date,  the  associated  Common  Stock
certificate)  is  registered  as the  absolute  owner  thereof and of the Rights
evidenced thereby for all purposes  whatsoever,  and neither the Company nor the
Rights Agent shall be affected by any notice to the contrary;

          (d) Rights  beneficially  owned by  certain  Persons  will,  under the
circumstances set forth in Section 3.1(b), become void; and

          (e) this  Agreement  may be  supplemented,  terminated or amended from
time to time pursuant to Sections 2.4(b), 5.1 or 5.4 hereof.

            ARTICLE III: RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS

     3.1 Flip-in.

          (a) In the event  that  prior to the  Expiration  Date a Flip-In  Date
shall occur, except as provided in this Section 3.1, each Right shall constitute
the right to purchase from the Company, upon exercise thereof in accordance with
the terms hereof (but subject to Section 5.10),  that number of shares of Common
Stock having an aggregate  Market Price on the Stock  Acquisition  Date equal to
twice the Exercise Price for an amount in cash equal to the Exercise Price (such
right to be  appropriately  adjusted  in order to protect the  interests  of the
holders of Rights generally in the event that on or after such stock Acquisition
Date an event of a type  analogous  to any of the  events  described  in Section
2.4(a) or (b) shall have occurred with respect to the Common Stock).

          (b)  Notwithstanding  the  foregoing,  any  Rights  that  are or  were
Beneficially Owned on or after the Stock Acquisition Date by an Acquiring Person
or by any transferee,  direct or indirect,  of any of the foregoing shall become
void and any holder of such Rights (including transferees) shall thereafter have
no right to  exercise  or  transfer  such  Rights  Under any  provision  of this
Agreement. If any Rights Certificate is presented for assignment or exercise and
the Person  presenting the same will not complete the certification set forth at
the end of the form of  assignment or notice of election to exercise and provide
such  additional  evidence  of the  identity  of the  Beneficial  Owner  and its
Affiliates and Associates (or former  Beneficial Owners and their Affiliates and
Associates) as the Company shall reasonably  request,  then the Company shall be
entitled  conclusively  to deem the Beneficial  Owner thereof to be an Acquiring
Person or a transferee  of any of the foregoing  and  accordingly  will deem the
Rights evidenced thereby to be void and not transferable or exercisable.


          (c) The Board of Directors  of the Company may, at its option,  at any
time after a Flip-In Date and prior to the time that an Acquiring Person becomes
the Beneficial Owner of more than 50% of the outstanding shares of Common Stock,
elect to exchange all (but not less than all) the then outstanding Rights (which
shall not include  Rights that have become void  pursuant to the  provisions  of
Section  3.1(b)) for shares of Common Stock at an exchange ratio of one share of
Common Stock per Right, appropriately adjusted in order to protect the interests
of holders of Rights  generally in the event that after the  Separation  Date an
event of a type analogous to any of the events described in Section 2.4(a) or(b)
shall have occurred with respect to the Common Stock (such  exchange  ratio,  as
adjusted  from time to time,  being  hereinafter  referred  to as the  "Exchange
Ratio").

          Immediately  upon the action of the Board of  Directors of the Company
electing to  exchange  the  Rights,  without any further  action and without any
notice,  the right to exercise the Rights will  terminate  and each Right (other
than Rights that have become void  pursuant to Section  3.1(b)) will  thereafter
represent  only the right to receive a number of shares of Common Stock equal to
the Exchange Ratio. Promptly after the action of the Board of Directors electing
to exchange the Rights,  the Company shall give notice thereof  (specifying  the
steps to be taken to receive  shares of Common  Stock in exchange for Rights) to
the Rights  Agent and the  holders of the Rights  (other  than  Rights that have
become void pursuant to Section 3.1(b)) outstanding immediately prior thereto by
mailing such notice in accordance with Section 5.9.

          Each  Person in whose name any  certificate  for shares is issued upon
the exchange of Rights  pursuant to Section  3.1(c) or Section  3.1(d) shall for
all  purposes  be  deemed to have  become  the  holder  of record of the  shares
represented thereby on, and such certificate shall be dated, the date upon which
the Rights  Certificate  evidencing such Rights was duly surrendered and payment
of any applicable taxes and other governmental charges payable by the holder was
made;  provided,  however,  that if the date of such  surrender and payment is a
date upon which the stock transfer books of the Company are closed,  such Person
shall be deemed to have  become  the record  holder of such  shares on, and such
Certificate  shall be  dated,  the next  succeeding  Business  Day on which  the
Company's stock transfer books are open.

          (d) In the event that there shall not be sufficient treasury shares or
authorized  but  unissued  shares of Common  Stock of the  Company to permit the
exercise or exchange in full of the Rights in accordance  with Section 3.1(a) or
(c),  the  Company  shall  either  (i) call a meeting  of  shareholders  seeking
approval to cause sufficient  additional shares to be authorized  (provided that
if such  approval is not obtained the Company will take the action  specified in
clause (ii) of this  sentence) or (ii) take such action as shall be necessary to
ensure and provide, to the extent permitted by applicable law and any agreements
or instruments in effect on the Stock  Acquisition  Date to which it is a party,
that each Right shall  thereafter  constitute  the right to receive,  (x) at the
Company's  option,  either (A) in return for the Exercise Price,  debt or equity
securities or other assets (or a combination  thereof) having a fair value equal
to twice the Exercise Price, or (y) without payment of consideration  (except as
otherwise required by applicable law), debt or equity securities or other assets
(or a combination  thereof)having  a fair value equal to the Exercise  Price, or



(y) if the Board of  Directors  of the Company  elects to exchange the Rights in
accordance with Section 3.1(c),  debt or equity securities or other assets (or a
combination  thereof)  having a fair value equal to the product of the  Exercise
Price of a share of Common Stock on the Flip-In Date times the Exchange Ratio in
effect on the Flip-In Date,  where in any case set forth in (x) or (y) above the
fair  value  of such  debt or  equity  securities  or other  assets  shall be as
determined  in good  faith  by the  Board of  Directors  of the  Company,  after
consultation with a nationally recognized investment banking firm.

     3.2 Flip-over.

          (a) Prior to the Expiration Date, the Company shall not enter into any
agreement  with  respect  to,  consummate  or  permit  to  occur  any  Flip-Over
Transaction  or Event unless and until it shall have entered into a supplemental
agreement  with the  Flip-Over  Entity,  for the  benefit of the  holders of the
Rights,  providing  that,  upon  consummation  or  occurrence  of the  Flip-Over
Transaction  or Event (i) each Right shall  thereafter  constitute  the right to
purchase from the Flip-Over Entity, upon exercise thereof in accordance with the
terms hereof,  that number of shares of Flip-Over Stock of the Flip-Over  Entity
having an aggregate  Market Price on the date of  consummation  or occurrence of
such  Flip-Over  Transaction  or Event equal to twice the Exercise  Price for an
amount in cash  equal to the  Exercise  Price  (such  right to be  appropriately
adjusted in order to protect the interests of the holders of Rights generally in
the event that after such date of  consummation or occurrence an event of a type
analogous  to any of the events  described  in Section  2.4(a) or (b) shall have
occurred  with respect to the  Flip-Over  Stock) and (ii) the  Flip-Over  Entity
shall  thereafter be liable for, and shall assume,  by virtue of such  Flip-Over
Transaction or Event and such  supplemental  agreement,  all the obligations and
duties of the Company pursuant to this Agreement. The provisions of this Section
3.2 shall apply to successive Flip-Over Transactions or Events.

          (b) Prior to the Expiration Date, unless the Rights will be terminated
pursuant to Section 5.1 hereof in  connection  therewith,  the Company shall not
enter into any  agreement  with  respect to,  consummate  or permit to occur any
Flip-Over  Transaction  or Event if at the time  thereof  there are any  rights,
warrants or  securities  outstanding  or any other  arrangements,  agreements or
instruments  that would eliminate or otherwise  diminish in any material respect
the benefits  intended to be afforded by this Rights Agreement to the holders of
Rights upon consummation of such transaction.

                          ARTICLE IV: THE RIGHTS AGENT

     4.1 General.

          (a) The Company  hereby  appoints the Rights Agent to act as agent for
the Company in accordance with the terms and conditions  hereof,  and the Rights
Agent hereby accepts such  appointment.  The Company agrees to pay to the Rights
Agent  reasonable  compensation  for all services  rendered by it hereunder and,
from time to time, on demand of the Rights Agent,  its  reasonable  expenses and
counsel  fees  and  other  disbursements  incurred  in  the  administration  and
execution  of this  Agreement  and the exercise  and  performance  of its duties
hereunder. The Company also agrees to indemnify the Rights Agent, its directors,
officers,  employees and agents for, and to hold each of them harmless  against,
any loss, liability, or expense, incurred without gross negligence, bad faith or
willful  misconduct on the part of the Rights Agent or such  indemnified  party,



for anything done or omitted to be done by the Rights Agent in  connection  with
the  acceptance  and  administration  of  this  Agreement  or  the  exercise  or
performance  of its  duties  hereunder,  including  the  costs and  expenses  of
defending against any claim of liability. The indemnity provided in this Section
4.1(a) shall survive the  expiration of the Rights and the  termination  of this
Agreement.

          (b) The Rights Agent shall be  protected  and shall incur no liability
for or in respect of any action  taken,  suffered or omitted by it in connection
with its  administration of this Agreement or the exercise or performance of its
duties  hereunder in reliance upon any  certificate  for securities  purchasable
upon exercise of Rights, Rights Certificate, certificate for other securities of
the  Company,   instrument  of  assignment  or  transfer,   power  of  attorney,
endorsement,   affidavit,  letter,  notice,  direction,   consent,  certificate,
statement,  or other  paper or  document  believed by it to be genuine and to be
signed, executed and, where necessary,  verified or acknowledged,  by the proper
person or persons.

     4.2 Merger or Consolidation or Change of Name of Rights Agent.

          (a) Any  corporation  into  which the  Rights  Agent or any  successor
Rights  Agent  may be  merged  or  with  which  it may be  consolidated,  or any
corporation resulting from any merger or consolidation to which the Rights Agent
or any successor  Rights Agent is a party, or any corporation  succeeding to the
shareholder services business of the Rights Agent or any successor Rights Agent,
will be the  successor  to the Rights  Agent  under this  Agreement  without the
execution  or filing of any paper or any  further  act on the part of any of the
parties hereto, provided that such corporation would be eligible for appointment
as a successor Rights Agent under the provisions of Section 4.4 hereof.  In case
at the time such  successor  Rights Agent succeeds to the agency created by this
Agreement  any of the  Rights  Certificates  have  been  countersigned  but  not
delivered, any such successor Rights Agent may adopt the countersignature of the
predecessor Rights Agent and deliver such Rights  Certificates so countersigned;
and in  case  at  that  time  any of  the  Rights  Certificates  have  not  been
countersigned,   any  successor   Rights  Agent  may  countersign   such  Rights
Certificates  either in the name of the predecessor  Rights Agent or in the name
of the successor  Rights Agent;  and in all such cases such Rights  Certificates
will  have  the full  force  provided  in the  rights  Certificates  and in this
Agreement.

          (b) In case at any time the name of the Rights Agent is changed and at
such time any of the Rights  Certificates  shall have been countersigned but not
delivered,  the Rights Agent may adopt the countersignature under its prior name
and deliver Rights  Certificates so countersigned;  and in case at that time any
of the Rights Certificates shall not have been  countersigned,  the Rights Agent
may  countersign  such  Rights  Certificates  either in its prior name or in its
changed name; and in all such cases such Rights Certificates shall have the full
force provided in the Rights Certificates and in this Agreement.

     4.3 Duties of Rights  Agent.  The Rights  Agent  undertakes  the duties and
obligations  imposed by this Agreement upon the following  terms and conditions,
by all of which the  Company and the  holders of Rights  Certificates,  by their
acceptance thereof, shall be bound:


          (a) The Rights Agent may consult with legal  counsel (who may be legal
counsel for the Company), and the advice or opinion of such counsel will be full
and complete  authorization  and protection to the Rights Agent as to any action
taken or  omitted  by it in good  faith and in  accordance  with such  advice or
opinion.

          (b) Whenever in the performance of its duties under this Agreement the
rights Agent deems it  necessary or desirable  that any fact or matter be proved
or established by the Company prior to taking or suffering any action hereunder,
such  fact or  matter  (unless  other  evidence  in  respect  thereof  be herein
specifically prescribed) may be deemed to be conclusively proved and established
by a  certificate  signed by a person  believed  by the  Rights  Agent to be the
Chairman of the Board,  the Chief Executive  Officer,  the President or any Vice
President  and by the Chief  Financial  Officer,  the Treasurer or any Assistant
Treasurer  or the  Secretary  or any  Assistant  Secretary  of the  Company  and
delivered to the Rights Agent; and such  certificate will be full  authorization
to the Rights  Agent for any action  taken or suffered in good faith by it under
the provisions of this Agreement in reliance upon such certificate.

          (c) The Rights Agent will be liable  hereunder  only for its own gross
negligence, bad faith or willful misconduct.

          (d) The Rights Agent will not be liable for or by reason of any of the
statements  of  fact  or  recitals   contained  in  this  Agreement  or  in  the
certificates  for securities  purchasable  upon exercise of Rights or the Rights
Certificates (except its countersignature  thereof) or be required to verify the
same,  but all such  statements and recitals are and will be deemed to have been
made by the Company only.

          (e) The Rights Agent will not be under any  responsibility  in respect
of the validity of any provision of this Agreement or the execution and delivery
hereof  (except the due  authorization,  execution  and  delivery  hereof by the
Rights Agent) or in respect of the validity or execution of any  certificate for
securities purchasable upon exercise of Rights or Rights Certificate (except its
countersignature  thereof);  nor will it be  responsible  for any  breach by the
Company of any  covenant or  condition  contained  in this  Agreement  or in any
Rights  Certificate;   nor  will  it  be  responsible  for  any  change  in  the
exercisability  of the Rights  (including  the Rights  becoming void pursuant to
Section 3.1(b)  hereof) or any  adjustment  required under any provision of this
Agreement or responsible for the manner, method or amount of any such adjustment
or the  ascertaining  of the  existence  of facts  that would  require  any such
adjustment  (except with respect to the exercise of Rights after  receipt of the
certificate  contemplated  by Section 2.4 describing any such  adjustment);  nor
will it by any act hereunder be deemed to make any representation or warranty as
to the authorization or reservation of any securities  purchasable upon exercise
of Rights  or any  Rights  or as to  whether  any  securities  purchasable  upon
exercise of Rights will, when issued, be duly and validly authorized,  executed,
issued and delivered and fully paid and nonassessable.

          (f) The Company agrees that it will perform, execute,  acknowledge and
deliver or cause to be performed, executed,  acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying  out or  performing  by the Rights Agent of
the provisions of this Agreement.


          (g) The  Rights  Agent is hereby  authorized  and  directed  to accept
instructions  with respect to the  performance of its duties  hereunder from any
person  believed by the Rights Agent to be the Chairman of the Board,  the Chief
Executive  Officer,  the President or any Vice President or the Secretary or any
Assistant  Secretary  or the  Chief  Financial  Officer,  the  Treasurer  or any
Assistant  Treasurer of the Company,  and to apply to such persons for advice or
instructions in connection  with its duties,  and it shall not be liable for any
action taken or suffered by it in good faith in accordance with  instructions of
any such person,  or for any delay in acting while  awaiting  instructions.  Any
application by the Rights Agent for written  instructions  from the Company may,
at the option of the Rights Agent,  set forth in writing any action  proposed to
be taken or omitted by the Rights Agent under this  Agreement and the date on or
after which such action shall be taken or such omission shall be effective.  The
Rights  Agent shall not be liable for any action  taken by, or omission  of, the
Rights Agent in accordance with a proposal  included in any such  application on
or after the date  specified in such  application  (which date shall not be less
than five  Business  Days  after the date any  officer of the  Company  actually
receives  such  application,  unless any such  officer  shall have  consented in
writing  to an earlier  date)  unless,  prior to taking any such  action (or the
effective date in the case of an omission), the Rights Agent shall have received
written  instructions in response to such  application  specifying the action to
betaken or omitted.

          (h)  The  Rights  Agent  and any  shareholder,  director,  officer  or
employee of the Rights Agent may buy,  sell or deal in Common  Stock,  Rights or
other  securities  of  the  Company  or  become  pecuniarily  interested  in any
transaction  in which the Company may be  interested,  or contract  with or lend
money to the Company or otherwise  act as fully and freely as though it were not
Rights Agent under this  Agreement.  Nothing  herein  shall  preclude the Rights
Agent from acting in any other  capacity  for the Company or for any other legal
entity.

          (i) The Rights  Agent may  execute and  exercise  any of the rights or
powers hereby vested in it or perform any duty hereunder  either itself or by or
through its attorneys or agents,  and the Rights Agent will not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the  Company  resulting  from any such  act,  default,
neglect or  misconduct,  provided the Rights Agent was not grossly  negligent in
the selection and continued employment thereof.

          (j)  The  Rights  Agent   undertakes   only  the  express  duties  and
obligations imposed on it by this Agreement and no implied duties or obligations
shall be read into this Agreement against the Rights Agent.

          (k) Anything in this Agreement to the contrary notwithstanding,  in no
event shall the Rights  Agent be liable for special,  indirect or  consequential
loss or damage of any kind  whatsoever  (including,  but not  limited  to,  lost
profits).

          (l) No provision of this  Agreement  shall require the Rights Agent to
expend or risk its own funds or otherwise  incur any financial  liability in the
performance  of any of its duties  hereunder or in the exercise of its rights if



there shall be reasonable  grounds for believing that repayment of such funds or
adequate  indemnification  against  such  risk or  liability  is not  reasonably
assured to it.

     4.4 Change of Rights  Agent.  The Rights Agent may resign and be discharged
from its duties under this  Agreement upon 90 days notice (or such lesser notice
as is  acceptable  to the Company) in writing  mailed to the Company and to each
transfer  agent of Common  Stock by  registered  or certified  mail,  and to the
holders of the Rights in accordance with Section 5.9. The Company may remove the
rights  Agent upon 30 days notice in writing,  mailed to the Rights Agent and to
each transfer agent of the Common Stock by registered or certified  mail, and to
the holders of the Rights in  accordance  with  Section 5.9. If the Rights Agent
should resign or be removed or otherwise become incapable of acting, the Company
will appoint a successor to the Rights Agent.  If the Company fails to make such
appointment  within a period of 30 days after such  removal or after it has been
notified  in writing of such  resignation  or  incapacity  by the  resigning  or
incapacitated  Rights Agent or by the holder of any Rights  (which holder shall,
with such notice,  submit such holder's Rights Certificate for inspection by the
Company),  then the  holder of any  Rights  may apply to any court of  competent
jurisdiction  for the  appointment of a new Rights Agent.  Any successor  Rights
Agent,  whether  appointed  by the  Company  or by such a court,  shall be (a) a
corporation  organized and doing business under the laws of the United States or
of any State of the United States,  in good standing,  which is authorized under
such laws to  exercise  the  powers of the  Rights  Agent  contemplated  by this
Agreement  and is  subject to  supervision  or  examination  by federal or state
authority  and  which  has at the  time of its  appointment  as  Rights  Agent a
combined  capital and surplus of at least  $50,000,000  or (b) an affiliate of a
corporation   described  in  the   immediately   preceding   clause  (a).  After
appointment,  the  successor  Rights  Agent will be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent  without  further  act or deed;  but the  predecessor  Rights  Agent shall
deliver and transfer to the successor Rights Agent any property at the time held
by it hereunder, and execute and deliver any further assurance,  conveyance, act
or deed necessary for the purpose. Not later than the effective date of any such
appointment,   the  Company  will  file  notice  thereof  in  writing  with  the
predecessor Rights Agent and each transfer agent of the Common Stock, and mail a
notice  thereof  in writing to the  holders of the  Rights.  Failure to give any
notice provided for in this Section 4.4, however,  or any defect therein,  shall
not affect the legality or validity of the  resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

                            ARTICLE V: MISCELLANEOUS

     5.1 Termination.

          (a) The Board of Directors  of the Company may, at its option,  at any
time prior to the close of business on the Flip-In Date,  elect to terminate the
Rights without any payment to any holder thereof.

          (b)  Immediately  upon the  action  of the Board of  Directors  of the
Company  electing to terminate the Rights (or, if the resolution of the Board of
Directors  electing to terminate the Rights states that the termination will not
be effective until the occurrence of a specified future time or event,  upon the



occurrence of such future time or event), without any further action and without
any notice,  the right to exercise the Rights will terminate and each Right will
thereafter be null and void.

          (c) If at any time prior to the Expiration  Date or Termination  Date,
directors  serving on the Board of Directors  for 365  consecutive  days fail to
comprise a majority of the Company's  Board of  Directors,  then for a period of
270 days  therefrom,  this Agreement  shall become  irrevocable and the Board of
Directors  of the Company  shall not have the right to  terminate  or amend this
Agreement  without the  unanimous  consent of all  holders of Rights  under this
Agreement.

     5.2  Expiration.  The  Rights  and  this  Agreement  shall  expire  at  the
Expiration  Date and no Person shall have any rights  pursuant to this Agreement
or any Right after the Expiration Date, except, if the Rights are exchanged,  as
provided in Section 3.1 hereof.

     5.3  Issuance  of  New  Rights  Certificate.  Notwithstanding  any  of  the
provisions of this Agreement or of the Rights to the contrary,  the Company may,
at its option,  issue new Rights Certificates  evidencing Rights in such form as
may be approved by its Board of Directors to reflect any adjustment or change in
the  number or kind or class of shares of stock  purchasable  upon  exercise  of
Rights made in accordance with the provisions of this Agreement. In addition, in
connection  with the  issuance or sale of shares of Common  Stock by the Company
following the Separation  Date and prior to the Expiration  Date pursuant to the
terms of securities  convertible or redeemable into shares of Common Stock or to
options,  in each case  issued or  granted  prior to,  and  outstanding  at, the
Separation Date, the Company shall issue to the holders of such shares of Common
Stock,  Rights  Certificates  representing  the appropriate  number of Rights in
connection  with the issuance or sale of such shares of Common Stock;  provided,
however,  in each case, (i) no such Rights  Certificate shall be issued, if, and
to the extent that,  the Company  shall be advised by counsel that such issuance
would create a  significant  risk of material  adverse tax  consequences  to the
Company or to the Person to whom such Rights  Certificates would be issued, (ii)
no such  Rights  Certificates  shall  be  issued  if,  and to the  extent  that,
appropriate  adjustment  shall have  otherwise been made in lieu of the issuance
thereof,  and (iii) the Company shall have no  obligation  to distribute  Rights
Certificates to any Acquiring Person or any transferee of any of the foregoing.

     5.4 Supplements and Amendments.  The Company and the Rights Agent may, from
time to time,  supplement  or amend this  Agreement  without the approval of any
holders of Rights (i) prior to the close of business on the Flip-In Date, in any
respect,  and (ii) after the close of business on the Flip-In  Date, to make any
changes that the Company may deem  necessary  or  desirable  and which shall not
materially  adversely affect the interests of the holders of Rights generally or
in order  to cure any  ambiguity  or to  correct  or  supplement  any  provision
contained herein which may be inconsistent  with any other provisions  herein or
otherwise  defective.  The  Rights  Agent  will duly  execute  and  deliver  any
supplement  or  amendment  hereto  requested  by the Company  upon  receipt of a
certificate  from the Company that such  supplement  or amendment  satisfies the
terms of the  preceding  sentence.  Notwithstanding  anything  contained in this
Agreement to the contrary,  no  supplement or amendment  that changes the rights
and duties of the Rights Agent under this Agreement  shall be effective  without
the consent of the Rights Agent.


     5.5 Fractional Rights and Fractional Shares.


          (a) The Company shall not be required to issue  fractions of Rights or
to distribute Right  Certificates  which evidence  fractional Rights. In lieu of
such  fractional  Rights,  there  shall be paid to the  holders of record of the
Right  Certificates  with regard to which such fractional Rights would otherwise
be  issuable,  an amount in cash equal to the same  fraction of the then current
market value of a whole Right. For the purposes of this Section 5.5(a), the then
current  market value of a Right shall be  determined  in the same manner as the
Market Price of a share of Common Stock shall be determined  pursuant to Section
1.1(n) hereof.

          (b) Following the  occurrence of a Flip-In Date, the Company shall not
be required to issue  fractions of shares of Common  Stock upon  exercise of the
Rights or to distribute  certificates  which evidence  fractional shares of such
Common Stock. In lieu of fractional shares of such Common Stock, the Company may
pay to the registered holders of Rights at the time such Rights are exercised as
herein provided an amount in cash equal to the same fraction of the Market Value
of a share of such Common Stock. For purposes of this Section 5.5(b), the Market
Value shall be determined in the manner set forth in Section 1.l(n) hereof.

          (c) The  holder  of a Right  by the  acceptance  of a Right  expressly
waives his or her right to receive any fractional Right or any fractional shares
upon exercise of a Right.

     5.6 Rights of Action.  Subject  to the terms of this  Agreement  (including
Section  3.1(b)),  rights of action in  respect  of this  Agreement,  other than
rights of action vested solely in the Rights Agent, are vested in the respective
holders of the Rights; and any holder of any Rights,  without the consent of the
Rights  Agent or of the holder of any other  Rights,  may, on such  holder's own
behalf and for such  holder's  own benefit  and the benefit of other  holders of
rights,  enforce,  and may institute and maintain any suit, action or proceeding
against the Company to enforce,  or otherwise  act in respect of, such  holder's
right to exercise such holder's  Rights in the manner  provided in such holder's
Rights Certificate and in this Agreement.  Without limiting the foregoing or any
remedies  available to the holders of Rights,  it is  specifically  acknowledged
that the  holders  of Rights  would not have an  adequate  remedy at law for any
breach of this  Agreement and will be entitled to specific  performance  of, and
injunctive  relief against actual or threatened  violations of, the  obligations
under this Agreement of any Person subject to this Agreement.

     5.7 Holder of Rights  Not Deemed a  Shareholder.  No  holder,  as such,  of
Rights shall be entitled to vote, receive dividends or be deemed for any purpose
the holder of shares or any other  securities  which may at any time be issuable
on the exercise of such Rights,  nor shall anything  contained  herein or in any
Rights  Certificate  be  construed  to confer upon the holder of any Rights,  as
such, any of the rights of a shareholder of the Company or any right to vote for
the election of directors or upon any matter  submitted to  shareholders  at any
meeting thereof,  or to give or withhold consent to any corporate  action, or to
receive notice of meetings or other actions  affecting  shareholders  (except as
provided in Section 5.8 hereof), or to receive dividends or subscription rights,
or  otherwise,  until such Rights  shall have been  exercised  or  exchanged  in
accordance with the provisions hereof.


     5.8 Notice of Proposed Actions. In case the Company shall propose after the
Separation  Date  and  prior to the  Expiration  Date (i) to  effect  or  permit
occurrence  of any  Flip-Over  Transaction  or  Event  or  (ii)  to  effect  the
liquidation,  dissolution or winding up of the Company, then, in each such case,
the Company shall give to each holder of a Right, in accordance with Section 5.9
hereof, a notice of such proposed action,  which shall specify the date on which
such Flip-Over Transaction or Event, liquidation,  dissolution, or winding up is
to take place, and such notice shall be so given at least 20 Business Days prior
to the date of the taking of such proposed action.

     5.9 Notices. Notices or demands authorized or required by this Agreement to
be given or made by the Rights Agent or by the holder of any Rights to or on the
Company shall be sufficiently  given or made if delivered or sent by first-class
mail, postage prepaid, addressed (until another address is filed in writing with
the Rights Agent) as follows:

                  California Independent Bancorp
                  1227 Bridge Street, Suite C
                  Yuba City, CA 95991
                  Attention:  Corporate Secretary

     Any notice or demand  authorized or required by this  Agreement to be given
or made by the Company or by the holder of any Rights to or on the Rights  Agent
shall be  sufficiently  given or made if delivered or sent by first-class  mail,
postage  prepaid,  addressed (until another address is filed in writing with the
Company) as follows:

                  U.S. Stock Transfer Corporation
                  1745 Gardena Avenue
                  Glendale, CA  91204-2991
                  Attention:  Shareholder Relations

     Notices or demands  authorized or required by this Agreement to be given or
made by the Company or the Rights  Agent to or on the holder of any Rights shall
be sufficiently  given or made if delivered or sent by first-class mail, postage
prepaid,  addressed  to such  holder at the address of such holder as it appears
upon the registry books of the Rights Agent or, prior to the Separation Date, on
the registry books of the transfer agent for the Common Stock.  Any notice which
is mailed in the manner herein  provided  shall be deemed given,  whether or not
the holder receives the notice.

     5.10  Suspension  of  Exercisability.   To  the  extent  that  the  Company
determines  in good faith that some  action  will or need be taken  pursuant  to
Section 3.1 or to comply with federal or state  securities laws, the Company may
suspend the exercisability of the Rights for ninety (90) days and any additional
period that may be  reasonable  in order to take such action or comply with such
laws. In the event of any such  suspension,  the Company shall issue as promptly
as  practicable  a  public  announcement  stating  that  the  exercisability  or
exchangeability  of the Rights has been  temporarily  suspended.  Notice thereof
pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant
to the provisions of this Agreement  shall not affect the validity of any action
taken hereunder.


     5.11 Costs of  Enforcement.  The Company  agrees that if the Company or any
other Person the  securities  of which are  purchasable  upon exercise of Rights
fails to fulfill any of its  obligations  pursuant to this  Agreement,  then the
Company or such Person will reimburse the holder of any Rights for the costs and
expenses  (including  legal fees)  incurred by such holder in actions to enforce
such holder's rights pursuant to any Rights or this Agreement.

     5.12  Successors.  The covenants and provisions of this Agreement by or for
the  benefit  of the  Company or the  Rights  Agent  shall bind and inure to the
benefit of their respective successors and assigns hereunder.

     5.13  Benefits  of this  Agreement.  Nothing  in this  Agreement  shall  be
construed to give to any Person other than the Company, the Rights Agent and the
holders of the Rights any legal or equitable  right,  remedy or claim under this
Agreement and this Agreement shall be for the sole and exclusive  benefit of the
Company, the Rights Agent and the holders of the Rights.

     5.14 Determination and Actions by the Board of Directors, etc. The Board of
Directors  of the  Company  shall  have the  exclusive  power and  authority  to
administer  this  Agreement  and to exercise all rights and powers  specifically
granted to the Board or to the  Company,  or as may be necessary or advisable in
the administration of this Agreement,  including,  without limitation, the right
and power to (i)  interpret the  provisions of this  Agreement and (ii) make all
determinations  deemed  necessary or advisable  for the  administration  of this
Agreement.  All such actions,  calculations,  interpretations and determinations
(including,  for purposes of clause (y) below, all omissions with respect to the
foregoing)  which  are done or made by the  Board in good  faith,  shall  (x) be
final,  conclusive and binding on the Company,  the Rights Agent, the holders of
the Rights and all other parties,  and (y) not subject the Board of Directors of
the Company to any liability to the holders of the Rights.

     5.15  Descriptive   Headings.   Descriptive   headings  appear  herein  for
convenience  only and shall not control or affect the meaning or construction of
any of the provisions hereof.

     5.16 Governing Law. THIS AGREEMENT AND EACH RIGHT ISSUED HEREUNDER SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF  CALIFORNIA  AND FOR
ALL PURPOSES  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF
SUCH STATE APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH
STATE.

     5.17  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.


     5.18  Severability.  If any term or  provision  hereof  or the  application
thereof to any circumstance  shall, in any  jurisdiction  and to any extent,  be
invalid or unenforceable, such term or provision shall be ineffective as to such
jurisdiction  to the  extent  of such  invalidity  or  unenforceability  without
invalidating  or rendering  unenforceable  the  remaining  terms and  provisions
hereof or the application of such term or provision to circumstances  other than
those as to which it is held invalid or unenforceable.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the date first above written.


CALIFORNIA INDEPENDENT BANCORP

By:      /s/ John I. Jelavich
         ----------------------------------
         John I.  Jelavich, President & CEO


U.S. STOCK TRANSFER CORPORATION

By:      /s/ Bridget Barela
         ----------------------------------
Name:    Bridget Barela
Title    Assistant Vice President







                                    EXHIBIT A
                          (Form of Rights Certificate)


Certificate No.  W- Rights

THE RIGHTS ARE SUBJECT TO  TERMINATION OR MANDATORY  EXCHANGE,  AT THE OPTION OF
THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. RIGHTS BENEFICIALLY
OWNED BY ACQUIRING  PERSONS (AS SUCH TERMS ARE DEFINED IN THE RIGHTS  AGREEMENT)
OR TRANSFEREES OF ANY OF THE FOREGOING WILL BE VOID.

                               RIGHTS CERTIFICATE

                         CALIFORNIA INDEPENDENT BANCORP


     This certifies that _______________________,  or registered assigns, is the
registered  holder  of the  number  of Rights  set  forth  above,  each of which
entitles the registered  holder  thereof,  subject to the terms,  provisions and
conditions of the Shareholder  Rights  Agreement,  dated as of November 22, 2002
(as amended  from time to time,  the  "Rights  Agreement"),  between  California
Independent  Bancorp, a California  corporation (the "Company"),  and U.S. Stock
Transfer  Corporation,  as Rights  Agent (the "Rights  Agent,"  which term shall
include any successor Rights Agent under the Rights Agreement), to purchase from
the  Company at any time after the  Separation  Date (as such term is defined in
the Rights  Agreement) and prior to the close of business on  _________________,
upon exercise thereof in accordance with the terms of the Rights Agreement, that
number of shares of Common Stock  having an aggregate  Market Price on the Stock
Acquisition  Date equal to twice the Exercise  Price for an amount in cash equal
to the  Exercise  Price  (such  right to be  appropriately  adjusted in order to
protect the interests of the holders of Rights generally in the event that on or
after such Stock  Acquisition  Date an event of a type  analogous  to any of the
events  described in Section  2.4(a) or (b) shall have  occurred with respect to
the Common Stock),  upon  presentation and surrender of this Rights  Certificate
with the Form of Election to Exercise duly  executed at the principal  office of
the Rights Agent.

     In certain  circumstances  described  in the Rights  Agreement,  the Rights
evidenced  hereby  may  entitle  the  registered   holder  thereof  to  purchase
securities  of an entity other than the Company or  securities  or assets of the
Company other than Common Stock, all as provided in the Rights Agreement.

     This  Rights  Certificate  is subject to all of the terms,  provisions  and
conditions of the Rights Agreement,  which terms,  provisions and conditions are
hereby  incorporated  herein by  reference  and made a part  hereof and to which
Rights Agreement  reference is hereby made for a full description of the rights,
limitations  of rights,  obligations,  duties and  immunities  hereunder  of the
Rights Agent, the Company and the holders of the Rights Certificates.  Copies of
the Rights  Agreement are on file at the principal office of the Company and are
available without cost upon written request.


     This Rights Certificate,  with or without other Rights  Certificates,  upon
surrender at the office of the Rights Agent designated for such purpose,  may be
exchanged for another Rights  Certificate or Rights  Certificates  of like tenor
evidencing an aggregate number of Rights equal to the aggregate number of Rights
evidenced by the Rights Certificate or Rights Certificates surrendered.  If this
Rights  Certificate  shall be exercised in part, the registered  holder shall be
entitled to receive, upon surrender hereof, another Rights Certificate or Rights
Certificates for the number of whole Rights not exercised.

     Subject to the provisions of the Rights Agreement,  each Right evidenced by
this   Certificate   may  be  (a)   terminated  by  the  Company  under  certain
circumstances,  at its option,  or (b)  exchanged by the Company  under  certain
circumstances,  at its option,  for one share of Common  Stock per Right (or, in
certain cases, other securities or assets of the Company),  subject in each case
to adjustment in certain events as provided in the Rights Agreement.

     No holder of this Rights Certificate, as such, shall be entitled to vote or
receive  dividends  or be deemed for any  purpose  the holder of any  securities
which may at any time be issuable on the  exercise  hereof,  nor shall  anything
contained  in the Rights  Agreement  or herein be  construed  to confer upon the
holder hereof, as such, any of the rights of a shareholder of the Company or any
right to vote for the  election of  directors  or upon any matter  submitted  to
shareholders  at any  meeting  thereof,  or to give or  withhold  consent to any
corporate  action,  or to receive notice of meetings or other actions  affecting
shareholders  (except  as  provided  in the  Rights  Agreement),  or to  receive
dividends or subscription  rights,  or otherwise,  until the Rights evidenced by
this Rights  Certificate  shall have been  exercised or exchanged as provided in
the Rights Agreement.

     This Rights  Certificate  shall not be valid or obligatory  for any purpose
until it shall have been countersigned by the Rights Agent.

     WITNESS the facsimile  signature of the proper  officers of the Company and
its corporate seal.

Date:

ATTEST:                                   CALIFORNIA INDEPENDENT BANCORP

                                          By: ________________________________
Secretary                                     John I.  Jelavich, President & CEO

Countersigned:

                                          U.S. STOCK TRANSFER CORPORATION
                                          as Rights Agent

                                          By: ________________________________
                                              Authorized Officer





                               FORM OF ASSIGNMENT


     (To be executed by the registered holder if such holder desires to transfer
this Rights Certificate.)

FOR VALUE RECEIVED  _________________  hereby sells,  assigns and transfers unto
____________________  (Please print name and address of transferee)  this Rights
Certificate,  together  with all right,  title and  interest  therein,  and does
hereby irrevocably  constitute and appoint  ______________________  Attorney, to
transfer the within Rights Certificate on the books of the within-named Company,
with full power of substitution.

Dated:

Signature Guaranteed:

                                   ---------------------------------------------
                                   Signature (Signature must correspond to name
                                   as written upon the face of this Rights
                                   Certificate in every particular, without
                                   alteration, enlargement or change whatsoever)

Signatures  must be guaranteed  by an eligible  guarantor  institution  (a bank,
stockbroker,  savings and loan association or credit union with membership in an
approved signature guarantee medallion program) pursuant to Rule 17 Ad-15 of the
Securities Exchange Act of 1934.

                            (To be completed if true)

The undersigned hereby represents,  for the benefit of all holders of Rights and
shares of Common Stock, that the Rights evidenced by this Rights Certificate are
not, and, to the  knowledge of the  undersigned,  have never been,  Beneficially
owned by an Acquiring Person (as defined in the Rights Agreement).

                                   ---------------------------------------------
                                   Signature


                                     NOTICE

In the event the  certification  set forth above is not  completed in connection
with a purported  assignment,  the Company will deem the Beneficial owner of the
Rights  evidenced by the enclosed Rights  Certificate to be an Acquiring  Person
(as defined in the Rights Agreement) or a transferee of any of the foregoing and
accordingly will deem the Rights evidenced by such Rights Certificate to be void
and nontransferable or exercisable.



                    To be attached to each Rights Certificate
                          FORM OF ELECTION TO EXERCISE

     (To be executed if holder desires to exercise the Rights Certificate.)

TO:  California Independent Bancorp

The undersigned hereby irrevocably  elects to exercise  _________________  whole
Rights  represented by the attached Rights Certificate to purchase the shares of
Common  Stock  issuable  upon the  exercise  of such  Rights and  requests  that
certificates for such shares be issued in the name of:


                                         -----------------------------
                                         Address:
                                         -----------------------------
                                         Social Security or other Taxpayer
                                         Identification Number:
                                         -----------------------------

If such number of Rights  shall not be all the Rights  evidenced  by this Rights
Certificate,  a new Rights  Certificate  for the balance of such Rights shall be
registered in the name of and delivered to:

                                         -----------------------------
                                         Address:
                                         -----------------------------
                                         Social Security or other Taxpayer
                                         Identification Number:
                                         -----------------------------

Dated:  _________________

Signature Guaranteed:

                                         -------------------------------------
                                         Signature (Signature must correspond to
                                         name as written upon the face of this
                                         Rights Certificate in every particular,
                                         without alteration, enlargement or
                                         change whatsoever)

Signatures  must be guaranteed  by an eligible  guarantor  institution  (a bank,
stockbroker,  savings and loan association or credit union with membership in an
approved signature guarantee medallion program) pursuant to Rule 17 Ad-15 of the
Securities Exchange Act of 1934.




                            (To be completed if true)

The undersigned hereby represents,  for the benefit of all holders of Rights and
shares of Common Stock, that the Rights evidenced by this Rights Certificate are
not, and, to the  knowledge of the  undersigned,  have never been,  Beneficially
owned by an Acquiring Person (as defined in the Rights Agreement).

                                         -----------------------------
                                         Signature



                                     NOTICE

In the event the  certification  set forth above is not  completed in connection
with a purported  assignment,  the Company will deem the Beneficial owner of the
Rights  evidenced by the enclosed Rights  Certificate to be an Acquiring  Person
(as defined in the Rights Agreement) or a transferee of any of the foregoing and
accordingly will deem the Rights evidenced by such Rights Certificate to be void
and not transferable or exercisable.