As filed with the Securities and Exchange Commission on July 11, 2000.
                             Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20005

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               CVB FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

 California                                                95-3629339
 (State or other jurisdiction                              (I.R.S. Employer
 incorporation or organization)                            Identification No.)


                             701 North Haven Avenue
                            Ontario, California                91764
               (Address of principal executive offices)        (Zip Code)


                   CVB FINANCIAL CORP. 2000 STOCK OPTION PLAN

                              (Full title of plans)

                                  D. Linn Wiley
                      President and Chief Executive Officer
                             701 North Haven Avenue
                            Ontario, California 91764
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (909) 980-4030

                                 WITH A COPY TO:

                             William T. Quicksilver
                         Manatt, Phelps & Phillips, LLP
                          11355 West Olympic Boulevard
                          Los Angeles, California 90064

                         Calculation of Registration Fee
-------------- ------------- ---------------- ---------------- ----------------

 Title of       Amount                                          Amount
Securities to   to be         Offering price   Aggregate        of
be registered   registered    Per unit         Offering price   registration fee
-------------- ------------- ---------------- ---------------- ----------------
-------------- ------------- ---------------- ---------------- ----------------
Common stock,
no par value 1  2,000,000      $15.718752       $31,437,5002     $8,316
-------------- ------------- ---------------- ---------------- ----------------
1 This  Registration  Statement  covers,  in addition to the number of shares of
Common Stock stated  above,  such  indeterminate  number of shares as may become
available  under  the Plans as a result of the  adjustment  provisions  thereof.
Includes one attached Preferred Share Purchase Right per share.

2  Calculated  pursuant to Rule 457(h)  based on the average of the high and low
trading prices of the Company's common stock on July 5, 2000.

                                       1
<PAGE>




                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                     INCORPORATION OF DOCUMENTS BY REFERENCE

Item 3.  Incorporation of Documents by Reference

             The  following   documents   filed  by  CVB  Financial  Corp.  (the
"Registrant" or the "Company") with the Securities and Exchange  Commission (the
"Commission") are incorporated in this Registration Statement by reference:

               (a)The  Registrant's  latest  annual  report  filed  pursuant  to
Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act") or the latest  prospectus  filed by the Registrant as part of an
effective registration statement filed pursuant to Rule 424(b) promulgated under
the Securities Act of 1933, as amended (the  "Securities  Act") or (c) under the
Exchange Act, which contains,  either directly or by incorporation by reference,
audited financial  statements for the Registrant's  latest fiscal year for which
such statements have been filed.

               (b)All other reports filed by the Registrant  pursuant to Section
13(a) or 15(d) of the  Exchange  Act since the end of the fiscal year covered by
the annual reports or the prospectus referred to in (a) above.

               (c)The  description  of  the  Company's  common  stock  which  is
contained in a registration  statement  filed under the Exchange Act,  including
any amendment or report filed for the purpose of updating such description,  and
a  Registration  Statement on Form 8-A12G dated June 22, 2000,  setting  forth a
description of the Registrant's  preferred share purchase rights,  including any
amendment or report filed for the purpose of updating  such  description,  filed
under the Exchange Act,  including any amendment or report filed for the purpose
of updating such descriptions.

       All other  documents  filed by the Registrant  pursuant to Section 13(a),
13(c),  14 or  15(d)  of the  Exchange  Act  subsequent  to  the  date  of  this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which indicate that all securities  offered have been sold or which  deregisters
all  securities  then  remaining  unsold shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

       Any  statement  made  in  a  document   incorporated   or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein  or in any other  subsequently  filed  document  which is also
incorporated  or deemed to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

Not Applicable

Item 5. Interests of Named Experts and Counsel

Not Applicable
                                       2
<PAGE>

Item 6.  Indemnification of Directors and Officers

         Section 317 of the California  General  Corporation Las ("Section 317")
provides  a  statutory  framework  covering  indemnification  of any  officer or
director  who  has  been  or is  threatened  to be  made a  party  to any  legal
proceeding by reason of his or her service on behalf of the Company. Section 317
provides that indemnification  against expenses actually and reasonably incurred
shall be made to any officer or director who has been  successful  on the merits
with   respect  to  the  defense  of  any   proceeding   but  does  not  require
indemnification in other circumstances.

         Section 317 provides that a corporation  may indemnify any agent of the
Company including  officers and directors against  expenses,  judgments,  fines,
settlements and other amount  actually and reasonably  incurred in a third party
proceedings  against such person by reason of that person's service on behalf of
the  Company,  provided  the person acted in good faith and in a manner that the
person reasonably believed to be in the best interests of the Company.

         Section 317 further  provides  that the Company may indemnify any agent
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or completed  action by or in the right of the Company against  expenses
actually and reasonably  incurred by the agent in connection with the defense or
settlement of such action, provided that the person acted in good faith and in a
manner the person  believed to be in the best  interests  of the Company and its
shareholders.  However,  in actions  brought by or in the right of the  Company,
indemnification  is not  available  without  court  approval for amounts paid in
settling or  otherwise  disposing  of a pending  action or expenses  incurred in
defending a pending  action  which is disposed of by  settlement  or  otherwise.
Further, with respect to matters for which the agent shall have been adjudged to
be liable to the Company,  indemnification  for expenses is permissible  only to
the extent the court  shall  determine  that the agent is fairly and  reasonably
entitled to indemnification.

         In addition,  Section 317 provides that the indemnification provided by
the  statute  is  not   exclusive  of  other  rights  to  which  those   seeking
indemnification may be entitled under any bylaw, agreement, vote of shareholders
or disinterested  directors or otherwise,  to the extent  additional  rights are
authorized in the Company's  Articles of Incorporation.  Section 317 permits the
advancing of expenses  incurred in defending any proceeding  against an agent of
the Company by reason of that person's service on behalf of the Company upon the
giving of an undertaking,  or promise,  by the indemnified person to repay those
sums in the event it is later  determined  that the person is not entitled to be
indemnified.  Finally,  Section317  permits the Company to procure  insurance on
behalf of its directors,  officers, and other corporate agents against liability
asserted against or incurred by these  individuals even if the Company would not
otherwise  have the  power  under  applicable  law to  indemnify  them for their
expenses.  The  Company's  Articles  of  Incorporation  and  Bylaws,  as amended
respectively,  authorize  the  Company to  indemnify  its agents to the  fullest
extent   permitted   under   California   law.  The  Company  has  also  adopted
indemnification  agreements in order to implement the Articles of  Incorporation
and Bylaws.

Item 7.  Exemption from Registration Claimed

Item 8.  Exhibits
                                       3
<PAGE>

                                    EXHIBITS

3.1          Articles of Incorporation of CVB Financial Corp., as amended.(1)

3.2          Bylaws of CVB Financial Corp. as amended(2)

4.1           Preferred Shares Rights Agreement, dated as of June 21, 2000,
              between CVB Financial Corp. and U.S. Stock Transfer Corp.,
              including the Certificate of Determination, the form of  Rights
              Certificate and the Summary of Rights attached thereto as
              Exhibits A, B and C, respectively. (3)

4.2           Certificate of Determination of Participating Preferred Stock of
              Registrant (attached as Exhibit A to Exhibit 4.1) (3).

4.3           Form of Rights Certificate (attached as Exhibit B to Exhibit 4.1)
              (3).

4.4           Summary of Rights (attached as Exhibit C to Exhibit 4.1) (3).

5.1           Opinion of Manatt, Phelps & Phillips.

23.1          Consent of Manatt, Phelps & Phillips (see Exhibit 5.1).

23.2          Consent of Deloitte & Touche, LLP.

24.1          Power of Attorney (contained on signature page)

99.1          CVB Financial Corp. 2000 Stock Option Plan

99.2          Form of Option Agreement

---------------

(1) Exhibit  incorporated by reference from  Registrant's  Annual Report on Form
10-K for the fiscal year ended December 31, 1998, File No.1-10394.

(2) Exhibit  incorporated by reference from  Registrant's  Annual Report on Form
10-K for the fiscal year ended December 31, 1991, File No.1-10394.

(3)  Exhibit  incorporated  by  reference  from  Registrant's  Registration
Statement on Form 8A-12G filed on June 22, 2000, File No. 1-10394.
                                       4
<PAGE>

                                  UNDERTAKINGS

       The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this Registration Statement:

               (a) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (b) To  reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement; and

               (c) To include any material  information with respect to the plan
of distribution not previously  disclosed in the  Registration  Statement or any
material change to such information in the Registration Statement;

       provided,  however,  that  paragraphs  1(a) and 1(b) do not  apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

       2.  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3. To remove from registration by means of post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

       The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant  to Section  13 or  Section  15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

       Insofar as indemnification  for liabilities  arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       5
<PAGE>


                                   SIGNATURES

       Pursuant to the  requirements  of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  of  filing  of  Form  S-8  and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Ontario, State of California on July 5, 2000.

CVB FINANCIAL CORP.


By /s/ D. Linn Wiley
D. Linn Wiley,
President
and Chief Executive Officer



                                       6
<PAGE>



       KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears
below  constitutes  and appoints D. Linn Wiley and Edward J.  Biebrich,  Jr. his
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits  thereto,  and all other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

                                       7
<PAGE>


       Pursuant to the  requirements  of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.

       Signature              Title                             Date

/s/ D. Linn Wiley             President                         July 5, 2000
D. Linn Wiley                 and Chief Executive
                              Officer (Principal
                              Executive Officer),
                              Director

/s/ Edward J. Biebrich, Jr.   Executive Vice President and      July 5, 2000
Edward J. Biebrich, Jr.       Chief Financial Officer
                              (Principal Financial
                              Officer, Principal
                              Accounting Officer)


/s/ George A. Borba           Chairman of the Board             July 5, 2000
George A. Borba


John A. Borba                 Director                          July 5, 2000


/s/ Ronald O. Kruse           Director                          July 5, 2000
Ronald O. Kruse

/s/ John J. LoPorto           Director                          July 5, 2000
John J. LoPorto

/s/ James C. Seley            Director                          July 5, 2000
James C. Seley

/s/ San Vaccaro              Director                           July 5, 2000
San Vaccaro

                                       8
<PAGE>







July 5, 2000


CVB Financial Corp.
701 North Haven Avenue
Ontario, California 91764

         Re:      CVB Financial Corp. 2000 Stock Option Plan (the "Plan")

Ladies and Gentlemen:

         At your request,  we have examined the  Registration  Statement on Form
S-8 (the  "Registration  Statement")  being filed by CVB  Financial  Corp.  (the
"Company")  with the Securities and Exchange  Commission in connection  with the
registration under the Securities Act of 1933, as amended,  of up to two million
(2,000,000)  shares of the Company's  Common Stock, no par value (the "Shares"),
that may be issued in the aggregate under the Plan.

         In rendering  this  opinion,  we have  examined and reviewed  only such
questions of law as we have deemed  necessary or appropriate  for the purpose of
rendering  the  opinions  set forth  herein.  For the purpose of  rendering  the
opinions set forth  herein,  we have been  furnished  with and examined only the
following documents:

                  1.       The Articles of Incorporation of the Company, as
                           amended.

                  2.       The Bylaws of the Company, as amended.

                  3.       This Registration Statement.

                  4.       Records of proceedings of the Board of Directors of
                           CVB pertaining to the Plan.

                  5.       Records of proceedings of the shareholders of CVB
                           pertaining to the Plan.

         With  respect to all of the  foregoing  documents,  we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to originals of all documents submitted to us as
certified or reproduced  copies.  We also have obtained from the officers of the
Company certificates as to such factual matters as we consider necessary for the
purpose of this opinion, and insofar as this opinion is based on such matters of
fact, we have relied on such certificates.
                                       9
<PAGE>

         Based upon the foregoing and such further  review of fact and law as we
have deemed  necessary or  appropriate  under the  circumstances,  and assuming,
without further inquiry other than such  certificates of officers,  that (i) all
options  granted  under the Plan will be granted by the Company  pursuant to the
terms of the Plan, (ii) the  consideration for the shares of Common Stock issued
pursuant to the exercise of such options will be received  prior to the issuance
thereof,  (iii) the Common Stock issued pursuant to the exercise of options will
be issued in  accordance  with the terms of the Plan and the various  agreements
and (iv) the grant of such  options and the issuance of Shares upon the exercise
thereof  will  comply  with the  securities  laws of each state or  jurisdiction
applicable  thereto (other than the  Securities  Act of 1933, as amended,  as to
which this opinion is addressed),  upon which assumptions the opinions contained
herein are expressly conditioned, we are of the opinion that:

         If, as and when the Shares are issued and sold  pursuant to exercise of
options granted under the terms of the Plan, the Shares will be duly authorized,
validly issued, fully paid and non-assessable.

         This  opinion is issued to you solely  for use in  connection  with the
Registration Statement on Form S-8 and is not to be quoted or otherwise referred
to in any financial statements of the Company or related document,  nor is it to
be filed with or furnished to any government agency or other person, without the
prior written consent of this Firm.

         This opinion is limited to the current laws of the State of  California
and the United States of America,  to present judicial  interpretations  thereof
and to facts as they  presently  exist.  In rendering  this opinion,  we have no
obligation  to revise or  supplement  it should the current laws of the State of
California  or the United  States of America be changed by  legislative  action,
judicial decision or otherwise.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement on Form S-8 which is being filed on behalf of the Company
in  connection  with the  registration  of the  aforementioned  Shares under the
Securities Act of 1933, as amended.

                                            Very truly yours,



                                            Manatt, Phelps & Phillips, LLP

                                       10
<PAGE>



Exhibit 23.1


                                            INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
CVB Financial  Corp. on Form S-8 of our report,  dated  February 2, 2000, on the
consolidated  balance  sheets of CVB  Financial  Corp.  and  subsidiaries  as of
December 31, 1999 and 1998, and the related consolidated statements of earnings,
stockholders'  equity and cash  flows for each of the three  years in the period
ended  December  31, 1999,  appearing  in the Annual  Report on Form 10-K of CVB
Financial Corp. for the year ended December 31 ,1999.

/s/ Deloitte & Touche, LLP

July 5, 2000
Los Angeles, California

                                       11
<PAGE>


Exhibit 99.1

                   CVB FINANCIAL CORP. 2000 STOCK OPTION PLAN

             As Adopted by the Board of Directors on March 15, 2000
                 As Approved by the Shareholders on May 25, 2000

         Section 1.  Purpose; Definitions.

         The name of the plan is the CVB Financial  Corp. 2000 Stock Option Plan
(the  "Plan").  The  purpose of the Plan is to  encourage  and enable  employees
(including  officers  and  Directors)  of  CVB  Financial  Corp.,  a  California
corporation (the "Company") and its  Subsidiaries,  non-employee  members of the
Board of Directors of the Company,  and those  consultants and other independent
contractors who provide  services to the Company and its  Subsidiaries  and upon
whose judgment,  initiative and efforts the Company and its Subsidiaries  depend
for the successful conduct of their business to acquire proprietary interests in
the Company.  It is anticipated  that providing such persons with a direct stake
in the Company's welfare will assure a closer  identification of their interests
with those of the Company,  thereby  stimulating  their efforts on behalf of the
Company and its Subsidiaries and  strengthening  their desire to remain with the
Company and its Subsidiaries.

         The following terms shall be defined as set forth below:

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

         (b)      "Administrator" means the Board or the Committee.

         (c)  "Award"  or  "Awards,"  except  where  referring  to a  particular
category of grant under the Plan,  shall  include  Incentive  Stock  Options and
Nonstatutory Stock Options.

         (d)      "Board" means the Board of Directors of the Company.

         (e)  "Cause," as such term relates to the  termination  of any person's
status as an  employee  or other  service  provider  of the  Company,  means the
occurrence  of one or more of the  following:  (i) such person is convicted  of,
pleads   guilty  to,  or   confesses   to  any  felony  or  any  act  of  fraud,
misappropriation  or embezzlement  which has an immediate and materially adverse
effect on the  Company or any  Subsidiary,  as  determined  by the Board in good
faith in its sole  discretion,  (ii) such person  engages in a fraudulent act to
the material  damage or prejudice of the Company or any Subsidiary or in conduct
or activities materially damaging to the property, business or reputation of the
Company or any  Subsidiary,  all as determined by the Board in good faith in its
sole  discretion,  (iii) any material  act or omission by such person  involving
malfeasance  or negligence  in the  performance  of such person's  duties to the
Company  or any  Subsidiary  to the  material  detriment  of the  Company or any
Subsidiary,  as  determined  by the Board in good faith in its sole  discretion,
which has not been  corrected  by such person to the  satisfaction  of the Board
within  30 days  after  written  notice  from  the  Company  of any  such act or
omission, (iv) failure by such person to comply in any material respect with the
terms of his employment agreement, if any, or any written policies or directives
of the Board as  determined  by the Board in good faith in its sole  discretion,
which has not been  corrected  by such person to the  satisfaction  of the Board
within 30 days after  written  notice from the Company of such  failure,  or (v)
material  breach by such  person of any other  agreement  with the  Company,  as
determined by the Board in good faith in its sole discretion.
                                       12
<PAGE>

         (f) "Code" means the Internal Revenue Code of 1986, as amended, and any
successor tax laws, and related rules, regulations and interpretations.

          (g) "Committee" means a committee of two or more Independent Directors
appointed by the Board to administer the Plan.

         (h)      "Director" means a member of the Board.

         (i) "Disability" means such individual's total and permanent disability
within the meaning of Section 22(e)(3) of the Code.  However, in no event will a
participant  be  considered  to be  disabled  for  purposes  of this Plan if the
individual's  incapacity is a result of an intentionally  self-inflicted  injury
(while sane or insane),  alcohol or drug abuse,  or a criminal act for which the
individual  is  convicted  or to which  the  individual  pleads  guilty  or nolo
contendre.

          (j) "Fair Market  Value" of the Stock on any given date under the Plan
shall be determined as follows:

                  (i) If the Stock is at the time  listed or admitted to trading
         on any national stock exchange, then the fair market value shall be the
         closing   selling   price  per  share  of  the  Stock  on  the  day  of
         determination on the stock exchange  determined by the Administrator to
         be the primary market for the Common Stock, as such price is officially
         quoted in the composite tape transactions on such exchange. If there is
         no  reported  sale  of  the  Stock  on  such  exchange  on  the  day of
         determination, then the fair market value shall be the closing price on
         the  exchange  on the last  preceding  date for  which  such  quotation
         exists.

                  (ii) If the  Stock is not at the time  listed or  admitted  to
         trading on any national  exchange but is traded on the NASDAQ  National
         Market or Small Cap Market  System,  the fair market value shall be the
         closing   selling   price  per  share  of  the  Stock  on  the  day  of
         determination, as such price is reported by the National Association of
         Securities Dealers, Inc. through the NASDAQ National Market or SmallCap
         System,  as the case may be, or through any successor  system. If there
         is no  reported  closing  selling  price for the Stock on the day of of
         determination,  then the fair market value shall be the closing selling
         price on the last preceding date for which such quotation exists.

                  (iii)  If  the  Stock  is  regularly  quoted  by a  recognized
         securities  dealer,  but selling prices are not reported (and the Stock
         is  otherwise  not  listed or  admitted  as  described  in (i) and (ii)
         above),  the fair market  value shall be the mean  between the high and
         low bid prices for the Common Stock on the day of determination, or, if
         there is no  reported  mean  between the high and low bid prices on the
         day of determination,  on such last market trading day prior to the day
         of determination on which such mean exists; or
                                       13
<PAGE>

                  (iv) If the Stock is at the time  neither  listed nor admitted
         to trading  on any stock  exchange  nor traded in the  over-the-counter
         market nor otherwise regularly quoted by recognized  securities dealer,
         then the fair market  value shall be  determined  by the  Administrator
         after taking into account such factors as the Administrator  shall deem
         appropriate.

         (k)  "Incentive  Stock  Option" means any Stock Option  designated  and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

         (l)  "Independent  Director"  means persons who qualify as "nonemployee
directors" as such term is defined in Securities  and Exchange  Commission  Rule
16b-3 under the 1934 Act  ("Nonemployee  Directors") and who qualify as "outside
directors"  within  the  meaning  of  Section  162(m)(4)(C)(i)  of the  Code and
Treasury Regulations  1.162-27(c)(3) ("Outside Director").  The Board shall have
the authority to appoint and remove members of the Committee, provided, however,
that any attempted appointment to the Committee of a person who does not qualify
as an Outside  Director and  Nonemployee  Director  shall be null and void.  Any
Committee  member who loses the status of an Outside  Director  and  Nonemployee
Director shall  automatically and without further action cease to be a member of
the Committee as soon as such status is lost.

         (m) "Nonstatutory  Stock Option" means any Stock Option that is not an
Incentive Stock Option.

         (m) "Option" or "Stock Option" means any option to purchase  shares of
Stock granted pursuant to Section 5.

         (n)  "Retirement"  means an employee's  termination of employment with
the Company and its  Subsidiaries  after attainment of age 65 or attainment
of age 55 and completion of 10 years of employment.

         (o) "Stock"  means the Common  Stock,  no par value,  of the  Company,
subject to adjustments pursuant to Section 3.

         (p) "Subsidiary"  means any corporation or other entity (other than the
Company) in any unbroken chain of corporations or other entities, beginning with
the  Company  if each of the  corporations  or  entities  (other  than  the last
corporation  or entity in the  unbroken  chain)  owns  stock or other  interests
possessing  50% or more of the economic  interest or the total  combined  voting
power  of all  classes  of  stock  or  other  interests  in  one  of  the  other
corporations or entities in the chain.
                                       14
<PAGE>

          Section 2.  Administration of Plan;  Authority to Select  Participants
and Determine Awards

         (a) Powers of Administrator. The Administrator shall have the power and
authority to grant Awards  consistent with the terms of the Plan,  including the
power and authority:

               (i)  to  select  those  employees   (including   officers  and
         Directors) of the Company and its Subsidiaries, non-employee Directors,
         and  consultants  and other  independent  contractors in service to the
         Company  and its  Subsidiaries  to whom Awards may from time to time be
         granted;

               (ii) to determine the time or times of grant,  and the extent,
         if any, of Incentive  Stock Options and  Nonstatutory  Stock Options or
         any  combination  of  the  foregoing,   granted  to  any  one  or  more
         participants;

               (iii) to determine the number of shares of Stock to be covered by
          any Award;

               (iv) to  determine  and modify from time to time the terms and
         conditions,  including restrictions, not inconsistent with the terms of
         the Plan,  of any Award,  which terms and  conditions  may differ among
         individual Awards and participants,  and to approve the form of written
         instruments evidencing the Awards;

               (v) to  accelerate at any time the  exercisability  or vesting of
          all or any portion of any Award;

               (vi) subject to the provisions of Section 5(a)(ii),  to extend at
          any time the period in which Stock Options may be exercised;

               (vii) to determine at any time  whether,  to what extent,  and
         under what  circumstances  Stock and other amounts payable with respect
         to an Award shall be deferred either  automatically  or at the election
         of the participant and whether and to what extent the Company shall pay
         or credit  amounts  constituting  interest (at rates  determined by the
         Administrator) or dividends or deemed dividends on such deferrals; and

               (viii) at any time to  adopt,  alter and  repeal  such  rules,
         guidelines and practices for administration of the Plan and for its own
         acts and proceedings as it shall deem advisable; to interpret the terms
         and  provisions of the Plan and any Award  (including  related  written
         instruments);  to make all  determinations  it deems  advisable for the
         administration   of  the  Plan;  to  decide  all  disputes  arising  in
         connection with the Plan; and otherwise to supervise the administration
         of the Plan.

         All decisions and interpretations of the Administrator shall be binding
on all persons, including the Company and Plan participants.
                                       15
<PAGE>

         Section 3.  Stock Issuable Under the Plan; Mergers; Substitution

         (a) Stock Issuable.  The maximum number of shares of Stock reserved and
available for the grant of Awards under the Plan shall be the sum of two million
(2,000,000)  shares,  subject to adjustment  as described in Section  3(b).  For
purposes of this  limitation,  the shares of Stock  underlying  any Awards which
expire or which are forfeited,  canceled,  reacquired by the Company,  satisfied
without the issuance of Stock or otherwise  terminated  (other than by exercise)
shall be added  back to the shares of Stock  available  for  issuance  under the
Plan.  Subject to such overall  limitation,  shares of Stock may be issued up to
such maximum number pursuant to any type or types of Award;  provided,  however,
that Stock Options with respect to no more than one hundred  thousand  (100,000)
shares of Stock may be granted to any one individual  participant during any one
calendar year period,  subject to adjustment as described in Section 3(b) below.
The shares  available for issuance under the Plan may be authorized but unissued
shares of Stock or shares of Stock reacquired by the Company.

         (b) Changes in  capitalization.  Subject to any required  action by the
shareholders  of the Company,  the number of shares of Common  Stock  covered by
each  outstanding  Stock Option,  and the number of shares of Common Stock which
have been  authorized for issuance under the Plan  (including the maximum number
of shares of Common  Stock  which can be  subject  to any Stock  Option  for any
particular  person) but as to which no Stock  Options  have yet been  granted or
which have been returned to the Plan upon  cancellation or expiration of a Stock
Option  shall be  proportionately  adjusted  for any increase or decrease in the
number of issued shares of Common Stock  resulting  from a stock split,  reverse
stock split,  stock  dividend,  combination  or  reclassification  of the Common
Stock,   merger,   consolidation,   reorganization,   any  partial  or  complete
liquidation, or any other increase or decrease in the number of issued shares of
Common Stock effected  without  receipt of  consideration  by the Company.  Such
adjustment shall be made by the Board of Directors,  whose determination in that
respect shall be final,  binding and conclusive.  No fractional  shares of Stock
shall be issued under the Plan resulting from any such adjustment, but the Board
of Directors  in its  discretion  may make a cash payment in lieu of  fractional
shares.

         (c) Mergers,  etc.  Not less than  fifteen  (15) days,  or such shorter
period  of  time  as  the  Administrator  shall  determine,  prior  to  (i)  the
dissolution or liquidation of the Company,  (ii) a  reorganization,  merger,  or
consolidation of the Company with one or more  corporations as a result of which
the Company will not be the surviving or resulting corporation, or a sale of all
or  substantially  all the assets of the Company to another  person,  or (iii) a
reverse  merger in which the Company is the  surviving  corporation  but (a) the
shares of the Company's stock outstanding  immediately  preceding the merger are
converted  by  virtue  of the  merger  into  other  property  or (b) the  voting
securities of the Company outstanding  immediately prior to such event represent
less than fifty  percent  (50%) of the total  voting  power  represented  by the
voting  securities of the Company  surviving such event (a "Terminating  Event")
(other  than a  merger  or  consolidation  with  a  wholly-owned  subsidiary,  a
reincorporation of the Company in a different jurisdiction, or other transaction
in which there is no substantial  change in the  shareholders  of the Company or
their relative stock holdings and the Stock Options  granted under this Plan are
assumed,  converted or replaced by the successor  corporation,  which assumption
will be binding on all optionees),  the Administrator shall notify each optionee
of the pendency of the  Terminating  Event.  Upon  delivery of said notice,  any
option  granted prior to the  Terminating  Event shall be,  notwithstanding  the
provisions of paragraph 2 hereof,  exercisable  in full and not only as to those
shares with respect to which installments,  if any, have then accrued,  subject,
however, to earlier expiration or termination as provided elsewhere in the Plan.
Upon the  consummation  of the  Terminating  Event,  the Plan and any  option or
portion  thereof not  exercised  shall  terminate  unless  provision  is made in
connection  with the  Terminating  Event for  assumption  of the Plan and/or the
options  theretofore  granted,  or substitution  for such options of new options
covering stock of a successor  employer  corporation,  or a parent or subsidiary
corporation  thereof,  solely at the  option of such  successor  corporation  or
parent or subsidiary corporation,  with appropriate adjustments as to number and
kind of shares and prices.
                                       16
<PAGE>

         (d) Substitute  Awards.  The  Administrator  may grant Awards under the
Plan in  substitution  for stock and stock  based  awards held by  employees  of
another  corporation who become  employees of the Company or a Subsidiary as the
result  of a merger  or  consolidation  of the  employing  corporation  with the
Company or a Subsidiary  or the  acquisition  by the Company or a Subsidiary  of
property or stock of the employing  corporation.  The  Administrator  may direct
that the  substitute  awards be  granted  on such  terms and  conditions  as the
Administrator considers appropriate in the circumstances, including the grant of
Incentive Stock Options.

         Section 4.  Eligibility

         Participants in the Plan shall be such full-time or part-time employees
(including  officers  and  Directors)  of  the  Company  and  its  Subsidiaries,
non-employee  Directors,  and consultants and other  independent  contractors in
service to the Company and its  Subsidiaries  as the  Administrator  in its sole
discretion shall select from time to time.

         Section 5.  Stock Options

         Any Stock  Option  granted  under the Plan shall be in such form as the
Administrator  may from time to time approve.  Stock  Options  granted under the
Plan may be either  Incentive  Stock  Options  or  Nonstatutory  Stock  Options.
Incentive  Stock  Options may be granted only to employees of the Company or any
Subsidiary  that is a  "subsidiary  corporation"  within the  meaning of Section
424(f) of the  Code.  To the  extent  that any  Option  does not  qualify  as an
Incentive Stock Option, it shall be a Nonstatutory Stock Option.

         No Incentive  Stock  Option  shall be granted  under the Plan after ten
years from the date of adoption of the Plan by the Board of Directors.

         (a) Terms and Conditions of Stock  Options.  The  Administrator  in its
discretion may grant Stock Options subject to the following terms and conditions
and such additional terms and conditions, not inconsistent with the terms of the
Plan, as the Administrator shall deem desirable:

                  (i) Exercise Price. The exercise price per share for the Stock
         covered by a Stock Option  granted  pursuant to this Section 5(a) shall
         be determined by the  Administrator at the time of grant, but shall not
         be less than 100% of the Fair  Market  Value of a share of Stock on the
         date of grant,  except as provided in Section 3(d). If an employee owns
         or is deemed  to own (by  reason of the  attribution  rules of  Section
         424(d) of the Code) more than 10% of the  combined  voting power of all
         classes  of  stock  of the  Company  or of any  "parent  or  subsidiary
         corporation"  of the Company  (within the meaning of Section  424(e) or
         424(f) of the Code,  as the case may be) and an Incentive  Stock Option
         is granted to such employee, the exercise price per share for the Stock
         covered by such  Incentive  Stock Option shall be not less than 110% of
         the Fair Market Value of a share of Stock on the grant date.

                  (ii) Option Term. The term of each Stock Option shall be fixed
         by the Administrator,  but no Option shall be exercisable more than ten
         years after the date the Option is granted.  If an employee  owns or is
         deemed to own (by reason of the attribution  rules of Section 424(d) of
         the Code) more than 10% of the combined  voting power of all classes of
         stock of the Company or of any "parent or  subsidiary  corporation"  of
         the  Company  (within  the  meaning of Section  424(e) or 424(f) of the
         Code,  as the case may be) and an Incentive  Stock Option is granted to
         such  employee,  the term of such Option shall expire no more than five
         years after the date of grant.
                                       17
<PAGE>

                 (iii) Exercisability;  Rights of a Shareholder.  Stock Options
         shall  become  exercisable  at such  time or times,  whether  or not in
         installments,  as shall be determined by the  Administrator at the time
         of  grant.   The   Administrator   may  at  any  time   accelerate  the
         exercisability  of all or any portion of any Stock Option.  An optionee
         shall have the rights of a shareholder  only as to shares acquired upon
         the exercise of a Stock Option and not as to unexercised Stock Options.

                  (iv) Method of  Exercise.  Stock  Options may be  exercised in
         whole or in part, by giving  written  notice of exercise to the Company
         specifying  the  number  of  shares  to be  purchased.  Payment  of the
         purchase price shall be made in full concurrently with such exercise by
         any one of the  following  methods:  (A) in cash;  (B) if,  in the sole
         discretion  of  the  Administrator,  and  if the  Company  is not  then
         prohibited from purchasing or acquiring shares of Stock, with shares of
         Stock  that have been held by the  optionee  for the  requisite  period
         necessary to avoid a charge to the  Company's  earnings  for  financial
         reporting purposes,  delivered in lieu of cash and valued at their Fair
         Market  Value on the date of  exercise;  (C)  through a "same day sale"
         commitment  from the optionee and a  broker-dealer  that is a member of
         the  National  Association  of  Securities  Dealers,  Inc.  (the  "NASD
         Dealer") whereby the optionee irrevocably elects to exercise the Option
         and to  sell a  portion  of the  shares  so  purchased  to pay  for the
         exercise price,  and whereby the NASD Dealer  irrevocably  commits upon
         receipt of such shares to forward the  exercise  price  directly to the
         Company;;  or (D) any  combination  of the  foregoing.  The delivery of
         certificates  representing the shares of Stock to be purchased pursuant
         to the exercise of a Stock Option will be contingent  upon receipt from
         the optionee (or a purchaser acting in his stead in accordance with the
         provisions  of the Stock  Option) by the  Company of the full  purchase
         price for such  shares and the  fulfillment  of any other  requirements
         contained in the Stock Option or applicable provisions of laws.

                  (v)  Termination by Reason of Death.  Any Stock Option held by
         an optionee whose employment by (or other business  relationship  with)
         the  Company  and its  Subsidiaries  is  terminated  by  reason  of the
         optionee's  death may  thereafter  be  exercised,  to the extent it was
         exercisable by the optionee on the date of the optionee's death, by the
         legal  representative  of the optionee's  estate or by any other person
         who  acquires  the right to exercise the option by reason of such death
         under the optionee's  will or the laws of intestate  succession,  for a
         period of 12 months (or such other  period as the  Administrator  shall
         specify in the Stock Option) from the date of death, but not later than
         the expiration of the stated term of the Option, if earlier.

                  (vi)  Termination  by Reason of  Disability.  Any Stock Option
         held by an optionee whose employment by (or other business relationship
         with) the  Company  and its  Subsidiaries  is  terminated  by reason of
         Disability  may   thereafter  be  exercised,   to  the  extent  it  was
         exercisable on the date of such termination,  for a period of 12 months
         (or such other period as the  Administrator  shall specify in the Stock
         Option) from the date of such  termination  of employment  (or business
         relationship),  but not later than the expiration of the stated term of
         the Option, if earlier. The Administrator shall have sole authority and
         discretion to determine whether a participant's employment (or business
         relationship)  has  been  terminated  by  reason  of  Disability.   The
         Administrator  may  specify  in any Stock  Option  that the death of an
         optionee  during the period  provided in this Section  5(a)(vi) for the
         exercise of the Option shall extend such period for a period ending not
         later  than 12  months  following  the  date of the  optionee's  death,
         subject to  termination  on the  expiration  of the stated  term of the
         Option, if earlier.
                                       18
<PAGE>

                  (vii)  Termination by Reason of  Retirement.  Any Stock Option
         held  by  an  optionee   whose   employment  by  the  Company  and  its
         Subsidiaries  is terminated by reason of Retirement  may  thereafter be
         exercised,  to the  extent  it was  exercisable  on the  date  of  such
         termination,  for a period of 12 months  (or such  other  period as the
         Administrator  shall  specify)  from  the date of such  termination  of
         employment, but not later than the expiration of the stated term of the
         Option,  if earlier.  The Administrator may specify in any Stock Option
         that the  death of an  optionee  during  the  period  provided  in this
         Section  5(a)(vii)  for the  exercise of the Option  shall  extend such
         period for a period ending not later than 12 months  following the date
         of the  optionee's  death,  subject to termination on the expiration of
         the stated term of the Option, if earlier.

                  (viii) Termination for Cause. If any optionee's  employment by
         (or business  relationship  with) the Company and its  Subsidiaries  is
         terminated for Cause, any Stock Option held by such optionee, including
         any Stock Option that is exercisable  at the time of such  termination,
         shall  immediately  terminate  and be of no further  force and  effect;
         provided,  however, that the Administrator may, in its sole discretion,
         provide in any Stock Option that such Stock Option can be exercised, to
         the extent it was  exercisable on the date of such  termination,  for a
         period of up to 30 days from the date of  termination of employment (or
         business relationship), but not later than the expiration of the stated
         term of the Option, if earlier.

                  (ix) Other  Termination.  Unless  otherwise  determined by the
         Administrator, if an optionee's employment by (or business relationship
         with) the Company and its Subsidiaries  terminates for any reason other
         than death, Disability, Retirement, or for Cause, any Stock Option held
         by such  optionee may  thereafter  be  exercised,  to the extent it was
         exercisable on the date of such termination, for 90 days (or such other
         period not to exceed 60 months as the Administrator shall specify) from
         the date of termination of employment (or business  relationship),  but
         not later than the  expiration  of the stated  term of the  Option,  if
         earlier.

                  (x) Annual Limit on Incentive  Stock  Options.  Section 422 of
         the Code  requires for  "incentive  stock  option"  treatment  that the
         aggregate Fair Market Value (determined as of the time of grant) of the
         shares of Stock with respect to which  Incentive  Stock Options granted
         under  this Plan and any other  plan of the  Company  or its parent and
         subsidiary  corporations  become  exercisable  for the first time by an
         optionee  during any calendar  year shall not exceed  $100,000.  To the
         extent that any Stock Option exceeds this limit, it shall  constitute a
         Nonstatutory Stock Option. In the event the $100,000 limit is exceeded,
         the optionee may designate in writing to the Administrator whether this
         optionee  is  exercising  the  Incentive  Stock  Option  portion or the
         Nonstatutory  Stock  Option  portion.  In the  absence of such  written
         designation,  the  Incentive  Stock  Option  portion  shall  be  deemed
         exercised first to the extent thereof.
                                       19
<PAGE>

         (b)   Non-Transferability   of  Options.   No  Stock  Option  shall  be
transferable  by the optionee  otherwise  than by will or by the laws of descent
and  distribution  and all  Stock  Options  shall  be  exercisable,  during  the
optionee's  lifetime,  only by the optionee,  provided,  however,  Non-Statutory
Stock Options may be transferred to any inter vivos or testamentary trust, which
shall  agree in writing to be bound by the terms of this Plan,  established  for
estate planning  purposes for the sole and exclusive  benefit of such owner, one
(1) or more  members of such  owner's  family  that are related to such owner by
blood (which  members shall include,  without  limitation,  the spouse,  adopted
children, and stepchildren of such owner) and/or any other lineal descendants of
such  owners and in which such owner is a trustee  thereof,  or such other trust
established for estate planning  purposes as the Board of Directors or Committee
shall approve in writing and which complies with applicable law.

         (c) Form of Settlement. Shares of Stock issued upon exercise of a Stock
Option  shall be free of all  restrictions  under the Plan,  except as otherwise
provided in the Plan.

         Section 6.  Tax Withholding

         (a) Payment By Participant.  Each participant  shall, no later than the
date as of which the value of an Award or of any Stock or other amounts received
thereunder  first becomes  includable in the gross income of the participant for
Federal  income  tax  purposes,   pay  to  the  Company,  or  make  arrangements
satisfactory to the Administrator  regarding payment of, any Federal,  state, or
local  taxes of any kind  required by law to be  withheld  with  respect to such
income. The Company and its Subsidiaries  shall, to the extent permitted by law,
have the right to deduct any such taxes from any  payment of any kind  otherwise
due to the participant.

         (b)  Payment in Stock.  Subject to  approval  by the  Administrator,  a
participant  may elect to have such tax  withholding  obligation  satisfied,  in
whole or in part,  by (i)  authorizing  the Company to  withhold  from shares of
Stock to be issued  pursuant to any Award a number of shares  with an  aggregate
Fair  Market  Value (as of the date the  withholding  is  effected)  that  would
satisfy the withholding  amount due, or (ii)  transferring to the Company shares
of Stock owned by the participant with an aggregate Fair Market Value (as of the
date the withholding is effected) that would satisfy the withholding amount due.

         Section 7.  Transfer, Leave of Absence, Etc.

         For purposes of the Plan,  the  following  events shall not be deemed a
termination of employment:

         (a) a transfer to the  employment  of the Company from a Subsidiary or
from the Company to a Subsidiary, or from one Subsidiary to another; or

         (b) an approved leave of absence for military  service or sickness,  or
for any other  purpose  approved  by the  Company,  if the  employee's  right to
re-employment  is  guaranteed  either by a statute or by  contract  or under the
policy   pursuant  to  which  the  leave  of  absence  was  granted  or  if  the
Administrator otherwise so provides in writing.
                                       20
<PAGE>

         Section 8.  Amendments and Termination

         The Board  may,  at any  time,  amend or  discontinue  the Plan and the
Administrator  may,  at any time,  amend or  cancel  any  outstanding  Award (or
provide  substitute  Awards at the same or reduced exercise or purchase price or
with no exercise or purchase price in a manner not  inconsistent  with the terms
of the Plan, but such price, if any, must satisfy the  requirements  which would
apply to the substitute or amended Award if it were then initially granted under
this Plan) for the purpose of satisfying  changes in law or for any other lawful
purpose,  but no such action shall adversely affect rights under any outstanding
Award  without the  holder's  consent.  If and to the extent  determined  by the
Administrator  to be required to ensure that  Incentive  Stock  Options  granted
under the Plan are  qualified  under  Section 422 of the Code,  Plan  amendments
shall be subject to approval by the Company's shareholders entitled to vote at a
meeting of shareholders.  Unless sooner terminated, the Plan shall terminate ten
years from the date the Board of Directors approves the Plan.

         Section 9.  Status of Plan

         With  respect to the portion of any Award which has not been  exercised
and any  payments  in cash,  Stock  or other  consideration  not  received  by a
participant,  a participant shall have no rights greater than those of a general
creditor of the  Company  unless the  Administrator  shall  otherwise  expressly
determine in connection with any Award or Awards.  In its sole  discretion,  the
Administrator may authorize the creation of trusts or other arrangements to meet
the  Company's  obligations  to deliver  Stock or make  payments with respect to
Awards  hereunder,   provided  that  the  existence  of  such  trusts  or  other
arrangements is consistent with the foregoing sentence.

         Section 10.  General Provisions

         (a)  No   Distribution;   Compliance  With  Legal   Requirements.   The
Administrator  may require each person  acquiring  Stock pursuant to an Award to
represent to and agree with the Company in writing that such person is acquiring
the shares without a view to distribution  thereof.  No shares of Stock shall be
issued pursuant to an Award until all applicable  securities law and other legal
and  stock  exchange  or  similar   requirements   have  been   satisfied.   The
Administrator  may  require  the  placing of such  stop-orders  and  restrictive
legends on certificates for Stock and Awards as it considers appropriate.

         (b) Delivery Of Stock  Certificates.  Delivery of stock certificates to
participants  under this Plan shall be deemed effected for all purposes when the
Company  or a stock  transfer  agent  of the  Company  shall  have  mailed  such
certificates  in the United States mail,  addressed to the  participant,  at the
participant's last known address on file with the Company.

         (c) Other  Compensation  Arrangements;  No Employment  Rights.  Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally  applicable or applicable only in specific cases. The adoption of this
Plan and the  grant of  Awards  do not  confer  upon any  employee  any right to
continued employment with the Company or any Subsidiary.

         (d)   Performance-Based   Compensation.   For   purposes   of   Section
162(m)(4)(c) of the Code and Treasury Regulation Section 1.162-27(e)(2)(vi), the
amount of  compensation  an optionee  may receive  under a Stock Option is based
solely on an  increase in the value of the Stock after the edate of the grant or
award of a Stock Option.

         (e) Incorporation by Reference. Every written instrument evidencing an
     Award shall  incorporate  the terms of this Plan by  reference as governing
     the Award.
                                       21
<PAGE>

         Section 11.  Effective Date of Plan

         This  Plan  shall  become  effective  upon  the  later  to occur of (i)
approval by the Company's  Board of Directors and (ii) approval by the Company's
shareholders.

         Section 12.  Governing Law

         This Plan shall be governed by California law except to the extent such
law is preempted by federal law.
                                       22
<PAGE>

Exhibit 99.2
                               CVB FINANCIAL CORP.
                        FORM 2000 STOCK OPTION AGREEMENT
                             EMPLOYEES and DIRECTORS

                  This Stock Option Agreement  ("Agreement") is made and entered
into as of the Date of Grant  indicated below by and between CVB Financial Corp,
a  California   corporation  (the   "Company"),   and  the  person  named  below
("Optionee").

               WHEREAS,  Optionee is a full or part-time employee of the Company
or any of its  Subsidiaries or a non-employee  director of the Company or any
of its Subsidiaries; and

                  WHEREAS, pursuant to the Company's 2000 Stock Option Plan (the
"Plan"),  the  Committee of the Board of Directors of the Company  administering
the Plan (the  "Committee")  has  approved the grant to Optionee of an option to
purchase  shares of the Company's  common stock,  (the "Common  Stock"),  on the
terms and conditions set forth herein.

                  NOW, THEREFORE, in consideration of the foregoing recitals and
the covenants set forth herein, the parties hereto hereby agree as follows:

                  1. Grant Of Option; Certain Terms and Conditions.  The Company
hereby grants to Optionee, and Optionee hereby accepts, as of the Date of Grant,
an option to purchase the number of shares of Common Stock  indicated below (the
"Option Shares") at the Exercise Price per share indicated  below,  which option
shall expire at 5:00 p.m. on the Expiration  Date indicated  below or as earlier
provided  in this  Agreement  and  shall  be  subject  to all of the  terms  and
conditions set forth in this Agreement (the  "Option").  On each  anniversary of
the Date of Grant,  the option shall become  exercisable to purchase,  and shall
vest with  respect to, the number of the Option  Shares  (rounded to the nearest
whole share) equal to the total number of Option Shares multiplied by the Annual
Vesting Rate indicated below.

                  Optionee:                              ______________________

                  Date of Grant:                                     __________

                  Number of shares purchasable ("Option Shares"):    __________

                  Exercise Price per share:                          __________

                  Expiration Date:                                   __________

                  Annual Vesting Rate:                               __________

                  Type of Option (Incentive or Non-Qualified)        __________
                                       23
<PAGE>

                  2.       Acceleration and Termination of Option

                           (a)      Termination of Employment.

     (i)  Retirement.  If Optionee's  service as an Employee  ("Employment")  of
Company  or any of its  Subsidiaries  is  terminated  by  reason  of  Optionee's
retirement  with  the  approval  of the  Committee  or in  accordance  with  the
Company's or Subsidiary's then current  retirement policy  ("Retirement"),  then
Optionee's Option may thereafter be exercised,  to the extent it was exercisable
on the date of such termination, until the earlier of 12 months from the date of
such  termination of Employment and the Expiration  Date, but not later than the
expiration of the stated term of the Option, if earlier.

     (ii) Death.  If Optionee's  Employment by (or other  business  relationship
with) the  Company or any of its  Subsidiaries  is  terminated  by reason of the
death of Optionee, any Option held by such Optionee may thereafter be exercised,
to the extent it was  exercisable  by the Optionee on the date of the Optionee's
death,  by the legal  representative  of the  Optionee's  estate or by any other
person who  acquires  the right to  exercise  the Option by reason of such death
under the Optionee's will or the laws of intestate succession, until the earlier
of 12 months from the date of death and the Expiration Date.

     (iii)   Disability.   If  Optionee's   Employment  by  (or  other  business
relationship  with) the  Company or any of its  Subsidiaries  is  terminated  by
reason of  Optionee's  total and  permanent  disability  within  the  meaning of
Section  22(e)(3) of the Code  ("Disability"),  any Option held by such Optionee
may  thereafter be exercised,  to the extent it was  exercisable  on the date of
such  termination,  until  the  earlier  of 12  months  from  the  date  of such
termination of Employment (or other  business  relationship)  and the Expiration
Date.  The  Committee  shall have sole  authority  and  discretion  to determine
whether a  Optionee's  Employment  (or  other  business  relationship)  has been
terminated by reason of Disability.

     (iv) Termination for Cause. If Optionee's  Employment by (or other business
relationship  with) the Company or any of its  Subsidiaries  is  terminated  for
Cause, as hereinafter defined,  any Option held by such Optionee,  including any
Option that is exercisable at the time of such  termination,  shall  immediately
terminate  and be of no  further  force  and  effect.  "Cause"  shall  mean  the
occurrence of one or more of the following: (i) Optionee is convicted of, pleads
guilty to, or confesses to any felony or any act of fraud,  misappropriation  or
embezzlement which has an immediate and materially adverse effect on the Company
or any of its  Subsidiaries,  as  determined  by the Board of  Directors  of the
Company ("Board") in good faith in its sole discretion, (ii) Optionee engages in
a fraudulent  act to the  material  damage or prejudice of the Company or any of
its  Subsidiaries  or in  conduct  or  activities  materially  damaging  to  the
property, business or reputation of the Company or any of its Subsidiaries,  all
as  determined  by the  Board in good  faith in its sole  discretion,  (iii) any
material act or omission by Optionee involving  malfeasance or negligence in the
performance of Optionee's  duties to the Company or any of its  Subsidiaries  to
the material detriment of the Company or any of its Subsidiaries,  as determined
by the Board in good faith in its sole discretion,  which has not been corrected
by such person to the  satisfaction  of the Board  within 30 days after  written
notice from the Company of any such act or omission, (iv) failure by Optionee to
comply in any material  respect with the terms of his employment  agreement,  if
any, or any written  policies or  directives  of the Board as  determined by the
Board in good faith in its sole discretion, which has not been corrected by such
person to the satisfaction of the Board within 30 days after written notice from
the Company of such  failure,  or (v)  material  breach by Optionee of any other
agreement with the Company, as determined by the Board in good faith in its sole
discretion.
                                       24
<PAGE>

     (v) Other  Termination.  If  Optionee's  Employment  by (or other  business
relationship  with) Company or any of its  Subsidiaries  is  terminated  for any
reason other than Retirement,  death,  Disability or Cause, then any Option held
by Optionee may thereafter be exercised, to the extent it was exercisable on the
date of such  termination,  until the  earlier  of three  (3)  months  (or,  for
Non-Qualified  Stock  Options,  twelve  months) from the date of  termination of
Employment (or other business relationship) and the Expiration Date.

     (vi)  Transfer,  Leave of Absence.  For purposes of the Plan, the following
events shall not be deemed a termination of Employment:

                         (A) a transfer to the  Employment  of the Company  from
any of its  Subsidiaries  or from the  Company to any of its Subsidiaries, or
from one Subsidiary to another; or

                         (B) an approved  leave of absence for military  service
or  sickness,  or for  any  other  purpose  approved  by the Company,   if  the
employee's  right  to  re-employment  is guaranteed  either by a statute or by
contract or under the policy pursuant to which the leave of absence was granted
or if the Committee otherwise so provides in writing.

                         (b)  Death   Following   Termination   of   Employment.
                    Notwithstanding  anything to the contrary  contained in this
                    Agreement,  if  Optionee  shall  die at any time  after  the
                    termination  of his  or  her  Employment  and  prior  to the
                    Expiration  Date of the Option,  then the  remaining  vested
                    portion,   if  any,  of  the  Option,  as  of  the  date  of
                    termination of Employment  shall terminate on the earlier of
                    the Expiration  Date,  the first  anniversary of the date of
                    such death or the .

                         (c) Other Events Causing  Acceleration  of Option.  The
                    Committee,   in  its  sole  discretion,   may  at  any  time
                    accelerate the  exercisability  of all or any portion of any
                    Option for any reason.

                         (d)  Rights of  Shareholder.  Optionee  shall  have the
                    rights of a shareholder  only as to shares acquired upon the
                    exercise  of an Option  and not as to  unexercised  Options.
                    Shares of Common  Stock  issued  upon  exercise of an Option
                    shall be free of all restrictions  under the Plan, except as
                    otherwise  provided  in  the  Plan  or  applicable  law  and
                    regulation.

                         (e) Mergers,  etc. Not less than fifteen (15) days,  or
                    such  shorter   period  of  time  as  the  Committee   shall
                    determine,  prior to the  dissolution  or liquidation of the
                    Company,  or a  reorganization,  merger, or consolidation of
                    the  Company  with one or more  corporations  as a result of
                    which the Company  will not be the  surviving  or  resulting
                    corporation,  or a  sale  of all or  substantially  all  the
                    assets of the Company to another person, or a reverse merger
                    in which the Company is the  surviving  corporation  but the
                    shares  of  the  Company's  stock  outstanding   immediately
                    preceding  the merger are  converted by virtue of the merger
                    into other  property (a  "Terminating  Event") (other than a
                    formation of a holding company, merger or consolidation with
                    a wholly-owned  Subsidiary, a reincorporation of the Company
                    in a different  jurisdiction,  or other transaction in which
                    there is no  substantial  change in the  direct or  indirect
                    shareholders of the Company or their relative stock holdings
                    and  the  Options  granted  under  this  Plan  are  assumed,
                    converted or replaced by the  successor  corporation,  which
                    assumption will be binding on all Optionees),  the Committee
                    shall   notify  each   Optionee  of  the   pendency  of  the
                    Terminating  Event. Upon delivery of said notice, any Option
                    granted   prior  to  the   Terminating   Event   shall   be,
                    notwithstanding  the  provisions  of  Section 2 of the Plan,
                    exercisable  in full and not only as to those Option  Shares
                    with  respect  to  which  installments,  if any,  have  then
                    accrued,   subject,   however,   to  earlier  expiration  or
                    termination  as  provided  elsewhere  in the  Plan  or  this
                    Agreement.  Upon the consummation of the Terminating  Event,
                    the Plan,  this Agreement and any Option or portion  thereof
                    not exercised  shall terminate  unless  provision is made in
                    connection with the Terminating  Event for assumption of the
                    Plan and/or the Options theretofore granted, or substitution
                    for  such  Options  of  new  Options  covering  stock  of  a
                    successor  employer  corporation,  or a parent or Subsidiary
                    corporation thereof,  solely at the option of such successor
                    corporation  or  parent  or  Subsidiary  corporation,   with
                    appropriate  adjustments as to number and kind of shares and
                    prices.
                                       25
<PAGE>

                  3. Adjustments.  In the event that the outstanding  securities
of the class then  subject to the Option are  increased,  decreased or exchanged
for  or  converted  into  cash,  property  or a  different  number  or  kind  of
securities,  or cash,  property or securities are distributed in respect of such
outstanding securities, in either case as a result of a reorganization,  merger,
consolidation,  recapitalization,  reclassification,  separation, any partial or
complete  liquidation,  dividend  (other than a regular cash  dividend) or other
distribution, stock split, reverse stock split or the like, or in the event that
substantially  all of the  property  and assets of the Company  are sold,  then,
unless the terms of such  transactions  shall  provide  otherwise  or such event
shall  cause the Option to  terminate  pursuant  to  Section  2(e)  hereof,  the
Committee shall make appropriate and proportionate adjustments in the number and
type of shares or other securities or cash or other property that may thereafter
be acquired  upon the  exercise of the Option and the  Exercise  Price per share
specified  herein;  provided,  however,  that any such adjustments in the Option
shall  be made  without  changing  the  aggregate  Exercise  Price  of the  then
unexercised portion of the Option. No fractional shares of Common Stock shall be
issued under the Plan and this Agreement resulting from any such adjustment, but
the  Board in its  discretion  may  make a cash  payment  in lieu of  fractional
shares.

                  4. Exercise. The Option shall be exercisable during Optionee's
lifetime only by Optionee or by his or her guardian or legal representative, and
after  Optionee's  death  only by the person or entity  entitled  to do so under
Optionee's last will and testament or applicable  intestate law.  Options may be
exercised  in whole or in part,  by giving  written  notice of  exercise  to the
Company specifying the number of shares to be purchased. Payment of the purchase
price  shall be made in full  concurrently  with  such  exercise  by (i) cash or
certified  check  payable  to the  Company,  (ii)  if the  Company  is not  then
prohibited from purchasing or acquiring  shares of Common Stock,  with shares of
Common  Stock.  that have been held by the  Optionee  for the  requisite  period
necessary to avoid a charge to the Company's  earnings for  financial  reporting
purposes, delivered in lieu of cash and valued at their Fair Market Value on the
date of exercise; (c) through a "same day sale" commitment from the Optionee and
a  broker-dealer  that is a member of the  National  Association  of  Securities
Dealers,  Inc. (the "NASD Dealer")  whereby the Optionee  irrevocably  elects to
exercise  the Option and to sell a portion of the shares so purchased to pay for
the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt
of such shares to forward the exercise  price directly to the Company or (d) any
combination  of the foregoing.  The delivery of  certificates  representing  the
shares of Common  Stock to be  purchased  pursuant to the  exercise of an Option
will be contingent upon receipt from the Optionee (or a purchaser  acting in his
stead in  accordance  with the  provisions  of the Option) by the Company of the
full  purchase  price  for  such  shares  and  the   fulfillment  of  any  other
requirements contained in the Option or applicable provisions of laws.

                  5. Annual Limit on Incentive Stock Options. Section 422 of the
Code requires for  "incentive  stock option"  treatment  that the aggregate fair
market value, as defined hereinafter, of the shares of Common Stock with respect
to which  Incentive  Stock Options granted under this Plan and any other plan of
the Company or any of its Subsidiaries  become exercisable for the first time by
a Optionee  during any calendar  year shall not exceed  $100,000.  To the extent
that any Option exceeds this limit, it shall  constitute a  Non-Qualified  Stock
Option. In the event the $100,000 limit is exceeded,  the Optionee may designate
in writing to the Committee  whether  Optionee is exercising the Incentive Stock
Option portion or the Non-Qualified Stock Option portion. In the absence of such
written  designation,  the  Incentive  Stock  Option  portion  shall  be  deemed
exercised first to the extent thereof. "Fair Market Value" shall mean the market
price of the Common Stock on the applicable date, determined by the Committee in
good faith using any reasonable method.

                  6.  Payment  of  Withholding  Taxes.  As a  condition  to  the
exercise of an Option,  Optionee  shall,  no later than the date as of which the
value of an Option or of any Common Stock or other amounts  received  thereunder
first becomes  includable in the gross income of the Optionee for federal income
tax purposes, pay to the Company, or make such arrangements as the Committee may
require for the satisfaction of any federal, state, local or foreign withholding
taxes of any kind  required by law to be withheld.  The Committee may permit the
Optionee  to satisfy  all or part of his or her tax  obligations  related to the
Option or Option  Shares by having the Company  withhold a portion of any Option
Shares that otherwise would be issued to him or her. Such shares of Common Stock
or Option  Shares  shall be valued at their Fair  Market  Value on the date when
taxes otherwise would be withheld in cash.
                                       26
<PAGE>

                  7. Tax Consequences. Optionee shall rely solely on his or her
own tax advisors concerning the Option and its tax consequences.

                  8. Notices. All notices and other  communications  required or
permitted to be given pursuant to this  Agreement  shall be in writing and shall
be deemed given if delivered  personally or five days after mailing by certified
or registered mail, postage prepaid, return receipt requested, to the Company at
535 East First Street, Tustin,  California 92780,  Attention:  President,  or to
Optionee at the address set forth  beneath his or her signature on the signature
page hereto,  or at such other addresses as they may designate by written notice
in the manner aforesaid.

                  9. Notice of  Disqualifying  Disposition  of  Incentive  Stock
Option  Shares.  To the extent  this Option is an  Incentive  Stock  Option,  if
Optionee  sells or  otherwise  disposes  of any of the  Option  Shares  acquired
pursuant to the  Incentive  Stock  Option on or before the later of (a) the date
two (2)  years  after  the Date of  Grant,  and (b) the date one (1) year  after
transfer of such Shares to Optionee upon exercise of this Option,  then Optionee
shall immediately notify the Company in writing of such disposition.

                  10.    Compliance    with   Other   Laws   and    Regulations.
Notwithstanding  anything  to the  contrary  in this  Agreement,  the  grant and
exercise of Options  hereunder,  and the  obligation  of the Company to sell and
deliver shares under such Options,  shall be subject to all  applicable  federal
and state laws,  rules and regulations and to such approvals by any governmental
or regulatory  agency as may be required  including the rules and regulations of
the  Securities  and  Exchange  Commission  and the rules of any exchange or any
quotation  system on which the  Company's  Common Stock may then be listed.  The
Company shall not be required to issue or deliver any certificates for shares of
Common Stock prior to the completion of any  registration  or  qualification  of
such  shares  under  any  federal  or state  law or  issuance  of any  ruling or
regulation  of any  government  body  which  the  Company  shall,  in  its  sole
discretion, determine to be necessary or advisable.

                    11.   Limited   Liability.   The  Company  and  any  of  its
Subsidiaries  or  affiliates  which is in  existence or hereafter comes into
existence  shall not be liable to a Optionee or other persons as to:

                         (a) The  Non-Issuance  of Shares.  The  non-issuance or
                    sale of shares as to which the  Company  has been  unable to
                    obtain  from any  regulatory  body having  jurisdiction  the
                    authority deemed by the Company's counsel to be necessary to
                    the lawful issuance and sale of any shares hereunder; and

                         (b) Tax Consequences. Any tax consequence expected, but
                    not  realized,  by any  Optionee or other  person due to the
                    issuance,  exercise,   settlement,   cancellation  or  other
                    transaction involving any Options granted hereunder.

                  12. Nontransferability. No Option shall be transferable by the
Optionee  otherwise than by will or by the laws of descent and  distribution and
all Options shall be exercisable,  during the Optionee's  lifetime,  only by the
Optionee,  provided, however,  Non-Statutory Stock Options may be transferred to
any inter vivos trust,  which shall agree in writing to be bound by the terms of
this Agreement and the Plan,  established for estate  planning  purposes for the
sole and  exclusive  benefit  of such  owner,  one (1) or more  members  of such
owner's  family that are  related to such owner by blood  (which  members  shall
include,  without limitation,  the spouse, adopted children, and stepchildren of
such owner) and/or any other lineal  descendants of such owner and in which such
owner is a trustee thereof.
                                       27
<PAGE>

                  13.      Plan.

                         (a)  Amendments,  Terms and  Conditions.  The Option is
                    granted  pursuant  to the Plan,  as in effect on the Date of
                    Grant, and is subject to all the terms and conditions of the
                    Plan,  as the  same  may  be  amended  from  time  to  time;
                    provided,  however,  that no such  amendment  shall  deprive
                    Optionee,  without his or her  consent,  of the Option or of
                    any  of  Optionee's   rights  under  this   Agreement.   The
                    interpretation  and  construction  by the  Committee  of the
                    Plan,  this  Agreement,   the  Option  and  such  rules  and
                    regulations  as may be  adopted  by the  Committee  for  the
                    purpose of administering the Plan shall be final and binding
                    upon Optionee.  Until the Option shall expire,  terminate or
                    be  exercised  in full,  the  Company  shall,  upon  written
                    request   therefor,   send  a  copy  of  the  Plan,  in  its
                    then-current form, to Optionee or any other person or entity
                    then entitled to exercise the Option.

                         (b) Capitalized Terms.  Capitalized terms not otherwise
                    defined  herein  shall have the  meaning  assigned  to these
                    terms in the Plan.

                         (c) Conflict with Plan. This Option is granted pursuant
                    to the Plan, the provisions of which are  incorporated  into
                    this Agreement by reference,  and, in the event any conflict
                    between this Agreement and the Plan exists, the terms of the
                    Plan shall govern.

                  14.  Amendments and  Termination.  The Board may, at any time,
amend or  discontinue  the Plan and the  Committee  may,  at any time,  amend or
cancel any  outstanding  Option (or  provide  substitute  Options at the same or
reduced  exercise or purchase  price or with no exercise or purchase  price in a
manner not inconsistent with the terms of the Plan, but such price, if any, must
satisfy the  requirements  which would apply to the substitute or amended Option
if it were then initially granted under this Plan) for the purpose of satisfying
changes  in law or for  any  other  lawful  purpose,  but no such  action  shall
adversely  affect  rights  under any  outstanding  Option  without the  holder's
consent.  If and to the extent  determined  by the  Committee  to be required to
ensure that Incentive  Stock Options  granted under the Plan are qualified under
Section  422 of the Code,  Plan  amendments  shall be subject to approval by the
Company's shareholders entitled to vote at a meeting of shareholders.

                  15. Stockholder  Rights. No person or entity shall be entitled
to vote, receive dividends or be deemed for any purpose the holder of any Option
Shares until the Option shall have been duly  exercised to purchase  such Option
Shares in accordance with the provisions of this Agreement.  With respect to the
portion of any Option  which has not been  exercised  and any  payments in cash,
Common Stock or other consideration not received by a Optionee, a Optionee shall
have no rights  greater than those of a general  creditor of the Company  unless
the Committee shall otherwise  expressly determine in connection with any Option
or Options. In its sole discretion,  the Committee may authorize the creation of
trusts or other arrangements to meet the Company's obligations to deliver Common
Stock or make  payments  with respect to Options  hereunder,  provided  that the
existence of such trusts or other  arrangements is consistent with the foregoing
sentence.

                  16.  Employment  or  Contract  Rights.  No  provision  of this
Agreement or of the Option granted  hereunder shall (i) confer upon Optionee any
right to continue  in the employ of or  contract  with the Company or any of its
Subsidiaries,  (ii) affect the right of the Company and any of its  Subsidiaries
to terminate the Employment or contract of Optionee,  with or without cause,  or
(iii) confer upon Optionee any right to participate  in any employee  welfare or
benefit plan or other  program of the Company or any of its  Subsidiaries  other
than the Plan.  Optionee hereby acknowledges and agrees that the Company and any
of its  Subsidiaries may terminate the Employment or contract of Optionee at any
time and for any reason,  or for no reason,  unless  Optionee and the Company or
such  Subsidiary  are parties to a written  employment  agreement that expressly
provides otherwise.
                                       28
<PAGE>

                  17.      General Provisions.

                         (a) Delivery Of Stock  Certificates.  Delivery of stock
                    certificates  to  Optionee  under  this  Agreement  shall be
                    deemed effected for all purposes when the Company or a stock
                    transfer  agent  of  the  Company  shall  have  mailed  such
                    certificates  in the United  States  mail,  addressed to the
                    Optionee,  at the Optionee's last known address on file with
                    the Company.

                         (b) Other Compensation Arrangements.  Nothing contained
                    in this Plan shall prevent the Board from adopting  other or
                    additional compensation arrangements,  including trusts, and
                    such  arrangements  may be either  generally  applicable  or
                    applicable only in specific cases.

                         (c)  Performance-Based  Compensation.  For  purposes of
                    Section  162(m)(4)(c)  of the Code and  Treasury  Regulation
                    Section  1.162-27(e)(2)(vi),  the amount of  compensation  a
                    Optionee  may receive  under an Option is based solely on an
                    increase in the value of the Common  Stock after the date of
                    the grant or award of an Option.

                         (d) Entire Agreement.  The Plan is incorporated  herein
                    by reference.  This  Agreement and the Plan  constitute  the
                    entire  agreement and  understanding  of the parties  hereto
                    with respect to the subject  matter hereof and supersede all
                    prior  understandings  and  agreements  with respect to such
                    subject matter.

                         (e) Successors and Assigns.  The Company may assign any
                    of its rights under this Agreement.  This Agreement shall be
                    binding upon and inure to the benefit of the  successors and
                    assigns  of the  Company.  Subject  to the  restrictions  on
                    transfer set forth herein,  this Agreement  shall be binding
                    upon    Optionee   and    Optionee's    heirs,    executors,
                    administrators,   legal   representatives,   successors  and
                    assigns.

                  18.   Governing  Law.  This  Agreement  and  the  Option
granted hereunder  shall be interpreted  and construed in accordance  with the
laws of the State of California and applicable federal law.

                  19. Acceptance. Optionee hereby acknowledges receipt of a copy
of the Plan and this Agreement.  Optionee has read and understands the terms and
provisions  thereof,  and  accepts  this  Option  subject  to all the  terms and
conditions of the Plan and this Agreement.  Optionee acknowledges that there may
be adverse tax  consequences  upon exercise of this Option or disposition of the
Option Shares and that the Company has advised Optionee to consult a tax advisor
prior to such exercise or disposition.
                                       29
<PAGE>

                  IN  WITNESS  WHEREOF,  the  Company  and  Optionee  have  duly
executed this Agreement as of the Date of Grant.

                                                     CVB FINANCIAL CORP.


                                                 By____________________________
                                                      Authorized Representative

                                                 OPTIONEE

                                                 ______________________________
                                                 Signature


                                                 ______________________________
                                                 Printed Name

                                                 ______________________________
                                                 Street Address

                                                 ______________________________
                                                 City, State and Zip Code

                                                 ______________________________
                                                 Social Security Number
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 93566}]
{"company-data": {"conformed-name": "CVB FINANCIAL CORP", "cik": "0000354647", "assigned-sic": "6022", "irs-number": "953629339", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41198", "film-number": "671424"}, "business-address": {"street1": "701 N HAVEN AVE STE 350", "city": "ONTARIO", "state": "CA", "zip": "91764", "phone": "9099804030"}, "mail-address": {"street1": "701 N HAVEN AVENUE", "city": "ONTARIO", "state": "CA", "zip": "91764"}}
As filed with the Securities and Exchange Commission on July 11, 2000.
                             Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20005

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               CVB FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

 California                                                95-3629339
 (State or other jurisdiction                              (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                             701 North Haven Avenue
                            Ontario, California                91764
               (Address of principal executive offices)        (Zip Code)

                   CVB FINANCIAL CORP. 2000 STOCK OPTION PLAN

                              (Full title of plans)

                                  D. Linn Wiley
                      President and Chief Executive Officer
                             701 North Haven Avenue
                            Ontario, California 91764
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (909) 980-4030

                                 WITH A COPY TO:

                             William T. Quicksilver
                         Manatt, Phelps & Phillips, LLP
                          11355 West Olympic Boulevard
                          Los Angeles, California 90064

                         Calculation of Registration Fee
-------------- ------------- ---------------- ---------------- ----------------

 Title of       Amount                                          Amount
Securities to   to be         Offering price   Aggregate        of
be registered   registered    Per unit         Offering price   registration fee
-------------- ------------- ---------------- ---------------- ----------------
-------------- ------------- ---------------- ---------------- ----------------
Common stock,
no par value 1  2,000,000      $15.718752       $31,437,5002     $8,316
-------------- ------------- ---------------- ---------------- ----------------
1 This  Registration  Statement  covers,  in addition to the number of shares of
Common Stock stated  above,  such  indeterminate  number of shares as may become
available  under  the Plans as a result of the  adjustment  provisions  thereof.
Includes one attached Preferred Share Purchase Right per share.

2  Calculated  pursuant to Rule 457(h)  based on the average of the high and low
trading prices of the Company's common stock on July 5, 2000.

                                       1
PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                     INCORPORATION OF DOCUMENTS BY REFERENCE

Item 3.  Incorporation of Documents by Reference

             The  following   documents   filed  by  CVB  Financial  Corp.  (the
"Registrant" or the "Company") with the Securities and Exchange  Commission (the
"Commission") are incorporated in this Registration Statement by reference:

               (a)The  Registrant's  latest  annual  report  filed  pursuant  to
Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act") or the latest  prospectus  filed by the Registrant as part of an
effective registration statement filed pursuant to Rule 424(b) promulgated under
the Securities Act of 1933, as amended (the  "Securities  Act") or (c) under the
Exchange Act, which contains,  either directly or by incorporation by reference,
audited financial  statements for the Registrant's  latest fiscal year for which
such statements have been filed.

               (b)All other reports filed by the Registrant  pursuant to Section
13(a) or 15(d) of the  Exchange  Act since the end of the fiscal year covered by
the annual reports or the prospectus referred to in (a) above.

               (c)The  description  of  the  Company's  common  stock  which  is
contained in a registration  statement  filed under the Exchange Act,  including
any amendment or report filed for the purpose of updating such description,  and
a  Registration  Statement on Form 8-A12G dated June 22, 2000,  setting  forth a
description of the Registrant's  preferred share purchase rights,  including any
amendment or report filed for the purpose of updating  such  description,  filed
under the Exchange Act,  including any amendment or report filed for the purpose
of updating such descriptions.

       All other  documents  filed by the Registrant  pursuant to Section 13(a),
13(c),  14 or  15(d)  of the  Exchange  Act  subsequent  to  the  date  of  this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which indicate that all securities  offered have been sold or which  deregisters
all  securities  then  remaining  unsold shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

       Any  statement  made  in  a  document   incorporated   or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein  or in any other  subsequently  filed  document  which is also
incorporated  or deemed to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

Not Applicable

Item 5. Interests of Named Experts and Counsel

Not Applicable
                                       2
Item 6.  Indemnification of Directors and Officers

         Section 317 of the California  General  Corporation Las ("Section 317")
provides  a  statutory  framework  covering  indemnification  of any  officer or
director  who  has  been  or is  threatened  to be  made a  party  to any  legal
proceeding by reason of his or her service on behalf of the Company. Section 317
provides that indemnification  against expenses actually and reasonably incurred
shall be made to any officer or director who has been  successful  on the merits
with   respect  to  the  defense  of  any   proceeding   but  does  not  require
indemnification in other circumstances.

         Section 317 provides that a corporation  may indemnify any agent of the
Company including  officers and directors against  expenses,  judgments,  fines,
settlements and other amount  actually and reasonably  incurred in a third party
proceedings  against such person by reason of that person's service on behalf of
the  Company,  provided  the person acted in good faith and in a manner that the
person reasonably believed to be in the best interests of the Company.

         Section 317 further  provides  that the Company may indemnify any agent
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or completed  action by or in the right of the Company against  expenses
actually and reasonably  incurred by the agent in connection with the defense or
settlement of such action, provided that the person acted in good faith and in a
manner the person  believed to be in the best  interests  of the Company and its
shareholders.  However,  in actions  brought by or in the right of the  Company,
indemnification  is not  available  without  court  approval for amounts paid in
settling or  otherwise  disposing  of a pending  action or expenses  incurred in
defending a pending  action  which is disposed of by  settlement  or  otherwise.
Further, with respect to matters for which the agent shall have been adjudged to
be liable to the Company,  indemnification  for expenses is permissible  only to
the extent the court  shall  determine  that the agent is fairly and  reasonably
entitled to indemnification.

         In addition,  Section 317 provides that the indemnification provided by
the  statute  is  not   exclusive  of  other  rights  to  which  those   seeking
indemnification may be entitled under any bylaw, agreement, vote of shareholders
or disinterested  directors or otherwise,  to the extent  additional  rights are
authorized in the Company's  Articles of Incorporation.  Section 317 permits the
advancing of expenses  incurred in defending any proceeding  against an agent of
the Company by reason of that person's service on behalf of the Company upon the
giving of an undertaking,  or promise,  by the indemnified person to repay those
sums in the event it is later  determined  that the person is not entitled to be
indemnified.  Finally,  Section317  permits the Company to procure  insurance on
behalf of its directors,  officers, and other corporate agents against liability
asserted against or incurred by these  individuals even if the Company would not
otherwise  have the  power  under  applicable  law to  indemnify  them for their
expenses.  The  Company's  Articles  of  Incorporation  and  Bylaws,  as amended
respectively,  authorize  the  Company to  indemnify  its agents to the  fullest
extent   permitted   under   California   law.  The  Company  has  also  adopted
indemnification  agreements in order to implement the Articles of  Incorporation
and Bylaws.

Item 7.  Exemption from Registration Claimed

Item 8.  Exhibits
                                       3
EXHIBITS

3.1          Articles of Incorporation of CVB Financial Corp., as amended.(1)

3.2          Bylaws of CVB Financial Corp. as amended(2)

4.1           Preferred Shares Rights Agreement, dated as of June 21, 2000,
              between CVB Financial Corp. and U.S. Stock Transfer Corp.,
              including the Certificate of Determination, the form of  Rights
              Certificate and the Summary of Rights attached thereto as
              Exhibits A, B and C, respectively. (3)

4.2           Certificate of Determination of Participating Preferred Stock of
              Registrant (attached as Exhibit A to Exhibit 4.1) (3).

4.3           Form of Rights Certificate (attached as Exhibit B to Exhibit 4.1)
              (3).

4.4           Summary of Rights (attached as Exhibit C to Exhibit 4.1) (3).

5.1           Opinion of Manatt, Phelps & Phillips.

23.1          Consent of Manatt, Phelps & Phillips (see Exhibit 5.1).

23.2          Consent of Deloitte & Touche, LLP.

24.1          Power of Attorney (contained on signature page)

99.1          CVB Financial Corp. 2000 Stock Option Plan

99.2          Form of Option Agreement

---------------

(1) Exhibit  incorporated by reference from  Registrant's  Annual Report on Form
10-K for the fiscal year ended December 31, 1998, File No.1-10394.

(2) Exhibit  incorporated by reference from  Registrant's  Annual Report on Form
10-K for the fiscal year ended December 31, 1991, File No.1-10394.

(3)  Exhibit  incorporated  by  reference  from  Registrant's  Registration
Statement on Form 8A-12G filed on June 22, 2000, File No. 1-10394.
                                       4
UNDERTAKINGS

       The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this Registration Statement:

               (a) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (b) To  reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement; and

               (c) To include any material  information with respect to the plan
of distribution not previously  disclosed in the  Registration  Statement or any
material change to such information in the Registration Statement;

       provided,  however,  that  paragraphs  1(a) and 1(b) do not  apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

       2.  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3. To remove from registration by means of post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

       The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant  to Section  13 or  Section  15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

       Insofar as indemnification  for liabilities  arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       5
SIGNATURES

       Pursuant to the  requirements  of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  of  filing  of  Form  S-8  and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Ontario, State of California on July 5, 2000.

CVB FINANCIAL CORP.

By /s/ D. Linn Wiley
D. Linn Wiley,
President
and Chief Executive Officer

                                       6
KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears
below  constitutes  and appoints D. Linn Wiley and Edward J.  Biebrich,  Jr. his
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits  thereto,  and all other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

                                       7
Pursuant to the  requirements  of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.

       Signature              Title                             Date

/s/ D. Linn Wiley             President                         July 5, 2000
D. Linn Wiley                 and Chief Executive
                              Officer (Principal
                              Executive Officer),
                              Director

/s/ Edward J. Biebrich, Jr.   Executive Vice President and      July 5, 2000
Edward J. Biebrich, Jr.       Chief Financial Officer
                              (Principal Financial
                              Officer, Principal
                              Accounting Officer)

/s/ George A. Borba           Chairman of the Board             July 5, 2000
George A. Borba

John A. Borba                 Director                          July 5, 2000

/s/ Ronald O. Kruse           Director                          July 5, 2000
Ronald O. Kruse

/s/ John J. LoPorto           Director                          July 5, 2000
John J. LoPorto

/s/ James C. Seley            Director                          July 5, 2000
James C. Seley

/s/ San Vaccaro              Director                           July 5, 2000
San Vaccaro

                                       8
July 5, 2000

CVB Financial Corp.
701 North Haven Avenue
Ontario, California 91764

         Re:      CVB Financial Corp. 2000 Stock Option Plan (the "Plan")

Ladies and Gentlemen:

         At your request,  we have examined the  Registration  Statement on Form
S-8 (the  "Registration  Statement")  being filed by CVB  Financial  Corp.  (the
"Company")  with the Securities and Exchange  Commission in connection  with the
registration under the Securities Act of 1933, as amended,  of up to two million
(2,000,000)  shares of the Company's  Common Stock, no par value (the "Shares"),
that may be issued in the aggregate under the Plan.

         In rendering  this  opinion,  we have  examined and reviewed  only such
questions of law as we have deemed  necessary or appropriate  for the purpose of
rendering  the  opinions  set forth  herein.  For the purpose of  rendering  the
opinions set forth  herein,  we have been  furnished  with and examined only the
following documents:

                  1.       The Articles of Incorporation of the Company, as
                           amended.

                  2.       The Bylaws of the Company, as amended.

                  3.       This Registration Statement.

                  4.       Records of proceedings of the Board of Directors of
                           CVB pertaining to the Plan.

                  5.       Records of proceedings of the shareholders of CVB
                           pertaining to the Plan.

         With  respect to all of the  foregoing  documents,  we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to originals of all documents submitted to us as
certified or reproduced  copies.  We also have obtained from the officers of the
Company certificates as to such factual matters as we consider necessary for the
purpose of this opinion, and insofar as this opinion is based on such matters of
fact, we have relied on such certificates.
                                       9
Based upon the foregoing and such further  review of fact and law as we
have deemed  necessary or  appropriate  under the  circumstances,  and assuming,
without further inquiry other than such  certificates of officers,  that (i) all
options  granted  under the Plan will be granted by the Company  pursuant to the
terms of the Plan, (ii) the  consideration for the shares of Common Stock issued
pursuant to the exercise of such options will be received  prior to the issuance
thereof,  (iii) the Common Stock issued pursuant to the exercise of options will
be issued in  accordance  with the terms of the Plan and the various  agreements
and (iv) the grant of such  options and the issuance of Shares upon the exercise
thereof  will  comply  with the  securities  laws of each state or  jurisdiction
applicable  thereto (other than the  Securities  Act of 1933, as amended,  as to
which this opinion is addressed),  upon which assumptions the opinions contained
herein are expressly conditioned, we are of the opinion that:

         If, as and when the Shares are issued and sold  pursuant to exercise of
options granted under the terms of the Plan, the Shares will be duly authorized,
validly issued, fully paid and non-assessable.

         This  opinion is issued to you solely  for use in  connection  with the
Registration Statement on Form S-8 and is not to be quoted or otherwise referred
to in any financial statements of the Company or related document,  nor is it to
be filed with or furnished to any government agency or other person, without the
prior written consent of this Firm.

         This opinion is limited to the current laws of the State of  California
and the United States of America,  to present judicial  interpretations  thereof
and to facts as they  presently  exist.  In rendering  this opinion,  we have no
obligation  to revise or  supplement  it should the current laws of the State of
California  or the United  States of America be changed by  legislative  action,
judicial decision or otherwise.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement on Form S-8 which is being filed on behalf of the Company
in  connection  with the  registration  of the  aforementioned  Shares under the
Securities Act of 1933, as amended.

                                            Very truly yours,

                                            Manatt, Phelps & Phillips, LLP

                                       10
Exhibit 23.1

                                            INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
CVB Financial  Corp. on Form S-8 of our report,  dated  February 2, 2000, on the
consolidated  balance  sheets of CVB  Financial  Corp.  and  subsidiaries  as of
December 31, 1999 and 1998, and the related consolidated statements of earnings,
stockholders'  equity and cash  flows for each of the three  years in the period
ended  December  31, 1999,  appearing  in the Annual  Report on Form 10-K of CVB
Financial Corp. for the year ended December 31 ,1999.

/s/ Deloitte & Touche, LLP

July 5, 2000
Los Angeles, California

                                       11
Exhibit 99.1

                   CVB FINANCIAL CORP. 2000 STOCK OPTION PLAN

             As Adopted by the Board of Directors on March 15, 2000
                 As Approved by the Shareholders on May 25, 2000

         Section 1.  Purpose; Definitions.

         The name of the plan is the CVB Financial  Corp. 2000 Stock Option Plan
(the  "Plan").  The  purpose of the Plan is to  encourage  and enable  employees
(including  officers  and  Directors)  of  CVB  Financial  Corp.,  a  California
corporation (the "Company") and its  Subsidiaries,  non-employee  members of the
Board of Directors of the Company,  and those  consultants and other independent
contractors who provide  services to the Company and its  Subsidiaries  and upon
whose judgment,  initiative and efforts the Company and its Subsidiaries  depend
for the successful conduct of their business to acquire proprietary interests in
the Company.  It is anticipated  that providing such persons with a direct stake
in the Company's welfare will assure a closer  identification of their interests
with those of the Company,  thereby  stimulating  their efforts on behalf of the
Company and its Subsidiaries and  strengthening  their desire to remain with the
Company and its Subsidiaries.

         The following terms shall be defined as set forth below:

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

         (b)      "Administrator" means the Board or the Committee.

         (c)  "Award"  or  "Awards,"  except  where  referring  to a  particular
category of grant under the Plan,  shall  include  Incentive  Stock  Options and
Nonstatutory Stock Options.

         (d)      "Board" means the Board of Directors of the Company.

         (e)  "Cause," as such term relates to the  termination  of any person's
status as an  employee  or other  service  provider  of the  Company,  means the
occurrence  of one or more of the  following:  (i) such person is convicted  of,
pleads   guilty  to,  or   confesses   to  any  felony  or  any  act  of  fraud,
misappropriation  or embezzlement  which has an immediate and materially adverse
effect on the  Company or any  Subsidiary,  as  determined  by the Board in good
faith in its sole  discretion,  (ii) such person  engages in a fraudulent act to
the material  damage or prejudice of the Company or any Subsidiary or in conduct
or activities materially damaging to the property, business or reputation of the
Company or any  Subsidiary,  all as determined by the Board in good faith in its
sole  discretion,  (iii) any material  act or omission by such person  involving
malfeasance  or negligence  in the  performance  of such person's  duties to the
Company  or any  Subsidiary  to the  material  detriment  of the  Company or any
Subsidiary,  as  determined  by the Board in good faith in its sole  discretion,
which has not been  corrected  by such person to the  satisfaction  of the Board
within  30 days  after  written  notice  from  the  Company  of any  such act or
omission, (iv) failure by such person to comply in any material respect with the
terms of his employment agreement, if any, or any written policies or directives
of the Board as  determined  by the Board in good faith in its sole  discretion,
which has not been  corrected  by such person to the  satisfaction  of the Board
within 30 days after  written  notice from the Company of such  failure,  or (v)
material  breach by such  person of any other  agreement  with the  Company,  as
determined by the Board in good faith in its sole discretion.
                                       12
(f) "Code" means the Internal Revenue Code of 1986, as amended, and any
successor tax laws, and related rules, regulations and interpretations.

          (g) "Committee" means a committee of two or more Independent Directors
appointed by the Board to administer the Plan.

         (h)      "Director" means a member of the Board.

         (i) "Disability" means such individual's total and permanent disability
within the meaning of Section 22(e)(3) of the Code.  However, in no event will a
participant  be  considered  to be  disabled  for  purposes  of this Plan if the
individual's  incapacity is a result of an intentionally  self-inflicted  injury
(while sane or insane),  alcohol or drug abuse,  or a criminal act for which the
individual  is  convicted  or to which  the  individual  pleads  guilty  or nolo
contendre.

          (j) "Fair Market  Value" of the Stock on any given date under the Plan
shall be determined as follows:

                  (i) If the Stock is at the time  listed or admitted to trading
         on any national stock exchange, then the fair market value shall be the
         closing   selling   price  per  share  of  the  Stock  on  the  day  of
         determination on the stock exchange  determined by the Administrator to
         be the primary market for the Common Stock, as such price is officially
         quoted in the composite tape transactions on such exchange. If there is
         no  reported  sale  of  the  Stock  on  such  exchange  on  the  day of
         determination, then the fair market value shall be the closing price on
         the  exchange  on the last  preceding  date for  which  such  quotation
         exists.

                  (ii) If the  Stock is not at the time  listed or  admitted  to
         trading on any national  exchange but is traded on the NASDAQ  National
         Market or Small Cap Market  System,  the fair market value shall be the
         closing   selling   price  per  share  of  the  Stock  on  the  day  of
         determination, as such price is reported by the National Association of
         Securities Dealers, Inc. through the NASDAQ National Market or SmallCap
         System,  as the case may be, or through any successor  system. If there
         is no  reported  closing  selling  price for the Stock on the day of of
         determination,  then the fair market value shall be the closing selling
         price on the last preceding date for which such quotation exists.

                  (iii)  If  the  Stock  is  regularly  quoted  by a  recognized
         securities  dealer,  but selling prices are not reported (and the Stock
         is  otherwise  not  listed or  admitted  as  described  in (i) and (ii)
         above),  the fair market  value shall be the mean  between the high and
         low bid prices for the Common Stock on the day of determination, or, if
         there is no  reported  mean  between the high and low bid prices on the
         day of determination,  on such last market trading day prior to the day
         of determination on which such mean exists; or
                                       13
(iv) If the Stock is at the time  neither  listed nor admitted
         to trading  on any stock  exchange  nor traded in the  over-the-counter
         market nor otherwise regularly quoted by recognized  securities dealer,
         then the fair market  value shall be  determined  by the  Administrator
         after taking into account such factors as the Administrator  shall deem
         appropriate.

         (k)  "Incentive  Stock  Option" means any Stock Option  designated  and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

         (l)  "Independent  Director"  means persons who qualify as "nonemployee
directors" as such term is defined in Securities  and Exchange  Commission  Rule
16b-3 under the 1934 Act  ("Nonemployee  Directors") and who qualify as "outside
directors"  within  the  meaning  of  Section  162(m)(4)(C)(i)  of the  Code and
Treasury Regulations  1.162-27(c)(3) ("Outside Director").  The Board shall have
the authority to appoint and remove members of the Committee, provided, however,
that any attempted appointment to the Committee of a person who does not qualify
as an Outside  Director and  Nonemployee  Director  shall be null and void.  Any
Committee  member who loses the status of an Outside  Director  and  Nonemployee
Director shall  automatically and without further action cease to be a member of
the Committee as soon as such status is lost.

         (m) "Nonstatutory  Stock Option" means any Stock Option that is not an
Incentive Stock Option.

         (m) "Option" or "Stock Option" means any option to purchase  shares of
Stock granted pursuant to Section 5.

         (n)  "Retirement"  means an employee's  termination of employment with
the Company and its  Subsidiaries  after attainment of age 65 or attainment
of age 55 and completion of 10 years of employment.

         (o) "Stock"  means the Common  Stock,  no par value,  of the  Company,
subject to adjustments pursuant to Section 3.

         (p) "Subsidiary"  means any corporation or other entity (other than the
Company) in any unbroken chain of corporations or other entities, beginning with
the  Company  if each of the  corporations  or  entities  (other  than  the last
corporation  or entity in the  unbroken  chain)  owns  stock or other  interests
possessing  50% or more of the economic  interest or the total  combined  voting
power  of all  classes  of  stock  or  other  interests  in  one  of  the  other
corporations or entities in the chain.
                                       14
Section 2.  Administration of Plan;  Authority to Select  Participants
and Determine Awards

         (a) Powers of Administrator. The Administrator shall have the power and
authority to grant Awards  consistent with the terms of the Plan,  including the
power and authority:

               (i)  to  select  those  employees   (including   officers  and
         Directors) of the Company and its Subsidiaries, non-employee Directors,
         and  consultants  and other  independent  contractors in service to the
         Company  and its  Subsidiaries  to whom Awards may from time to time be
         granted;

               (ii) to determine the time or times of grant,  and the extent,
         if any, of Incentive  Stock Options and  Nonstatutory  Stock Options or
         any  combination  of  the  foregoing,   granted  to  any  one  or  more
         participants;

               (iii) to determine the number of shares of Stock to be covered by
          any Award;

               (iv) to  determine  and modify from time to time the terms and
         conditions,  including restrictions, not inconsistent with the terms of
         the Plan,  of any Award,  which terms and  conditions  may differ among
         individual Awards and participants,  and to approve the form of written
         instruments evidencing the Awards;

               (v) to  accelerate at any time the  exercisability  or vesting of
          all or any portion of any Award;

               (vi) subject to the provisions of Section 5(a)(ii),  to extend at
          any time the period in which Stock Options may be exercised;

               (vii) to determine at any time  whether,  to what extent,  and
         under what  circumstances  Stock and other amounts payable with respect
         to an Award shall be deferred either  automatically  or at the election
         of the participant and whether and to what extent the Company shall pay
         or credit  amounts  constituting  interest (at rates  determined by the
         Administrator) or dividends or deemed dividends on such deferrals; and

               (viii) at any time to  adopt,  alter and  repeal  such  rules,
         guidelines and practices for administration of the Plan and for its own
         acts and proceedings as it shall deem advisable; to interpret the terms
         and  provisions of the Plan and any Award  (including  related  written
         instruments);  to make all  determinations  it deems  advisable for the
         administration   of  the  Plan;  to  decide  all  disputes  arising  in
         connection with the Plan; and otherwise to supervise the administration
         of the Plan.

         All decisions and interpretations of the Administrator shall be binding
on all persons, including the Company and Plan participants.
                                       15
Section 3.  Stock Issuable Under the Plan; Mergers; Substitution

         (a) Stock Issuable.  The maximum number of shares of Stock reserved and
available for the grant of Awards under the Plan shall be the sum of two million
(2,000,000)  shares,  subject to adjustment  as described in Section  3(b).  For
purposes of this  limitation,  the shares of Stock  underlying  any Awards which
expire or which are forfeited,  canceled,  reacquired by the Company,  satisfied
without the issuance of Stock or otherwise  terminated  (other than by exercise)
shall be added  back to the shares of Stock  available  for  issuance  under the
Plan.  Subject to such overall  limitation,  shares of Stock may be issued up to
such maximum number pursuant to any type or types of Award;  provided,  however,
that Stock Options with respect to no more than one hundred  thousand  (100,000)
shares of Stock may be granted to any one individual  participant during any one
calendar year period,  subject to adjustment as described in Section 3(b) below.
The shares  available for issuance under the Plan may be authorized but unissued
shares of Stock or shares of Stock reacquired by the Company.

         (b) Changes in  capitalization.  Subject to any required  action by the
shareholders  of the Company,  the number of shares of Common  Stock  covered by
each  outstanding  Stock Option,  and the number of shares of Common Stock which
have been  authorized for issuance under the Plan  (including the maximum number
of shares of Common  Stock  which can be  subject  to any Stock  Option  for any
particular  person) but as to which no Stock  Options  have yet been  granted or
which have been returned to the Plan upon  cancellation or expiration of a Stock
Option  shall be  proportionately  adjusted  for any increase or decrease in the
number of issued shares of Common Stock  resulting  from a stock split,  reverse
stock split,  stock  dividend,  combination  or  reclassification  of the Common
Stock,   merger,   consolidation,   reorganization,   any  partial  or  complete
liquidation, or any other increase or decrease in the number of issued shares of
Common Stock effected  without  receipt of  consideration  by the Company.  Such
adjustment shall be made by the Board of Directors,  whose determination in that
respect shall be final,  binding and conclusive.  No fractional  shares of Stock
shall be issued under the Plan resulting from any such adjustment, but the Board
of Directors  in its  discretion  may make a cash payment in lieu of  fractional
shares.

         (c) Mergers,  etc.  Not less than  fifteen  (15) days,  or such shorter
period  of  time  as  the  Administrator  shall  determine,  prior  to  (i)  the
dissolution or liquidation of the Company,  (ii) a  reorganization,  merger,  or
consolidation of the Company with one or more  corporations as a result of which
the Company will not be the surviving or resulting corporation, or a sale of all
or  substantially  all the assets of the Company to another  person,  or (iii) a
reverse  merger in which the Company is the  surviving  corporation  but (a) the
shares of the Company's stock outstanding  immediately  preceding the merger are
converted  by  virtue  of the  merger  into  other  property  or (b) the  voting
securities of the Company outstanding  immediately prior to such event represent
less than fifty  percent  (50%) of the total  voting  power  represented  by the
voting  securities of the Company  surviving such event (a "Terminating  Event")
(other  than a  merger  or  consolidation  with  a  wholly-owned  subsidiary,  a
reincorporation of the Company in a different jurisdiction, or other transaction
in which there is no substantial  change in the  shareholders  of the Company or
their relative stock holdings and the Stock Options  granted under this Plan are
assumed,  converted or replaced by the successor  corporation,  which assumption
will be binding on all optionees),  the Administrator shall notify each optionee
of the pendency of the  Terminating  Event.  Upon  delivery of said notice,  any
option  granted prior to the  Terminating  Event shall be,  notwithstanding  the
provisions of paragraph 2 hereof,  exercisable  in full and not only as to those
shares with respect to which installments,  if any, have then accrued,  subject,
however, to earlier expiration or termination as provided elsewhere in the Plan.
Upon the  consummation  of the  Terminating  Event,  the Plan and any  option or
portion  thereof not  exercised  shall  terminate  unless  provision  is made in
connection  with the  Terminating  Event for  assumption  of the Plan and/or the
options  theretofore  granted,  or substitution  for such options of new options
covering stock of a successor  employer  corporation,  or a parent or subsidiary
corporation  thereof,  solely at the  option of such  successor  corporation  or
parent or subsidiary corporation,  with appropriate adjustments as to number and
kind of shares and prices.
                                       16
(d) Substitute  Awards.  The  Administrator  may grant Awards under the
Plan in  substitution  for stock and stock  based  awards held by  employees  of
another  corporation who become  employees of the Company or a Subsidiary as the
result  of a merger  or  consolidation  of the  employing  corporation  with the
Company or a Subsidiary  or the  acquisition  by the Company or a Subsidiary  of
property or stock of the employing  corporation.  The  Administrator  may direct
that the  substitute  awards be  granted  on such  terms and  conditions  as the
Administrator considers appropriate in the circumstances, including the grant of
Incentive Stock Options.

         Section 4.  Eligibility

         Participants in the Plan shall be such full-time or part-time employees
(including  officers  and  Directors)  of  the  Company  and  its  Subsidiaries,
non-employee  Directors,  and consultants and other  independent  contractors in
service to the Company and its  Subsidiaries  as the  Administrator  in its sole
discretion shall select from time to time.

         Section 5.  Stock Options

         Any Stock  Option  granted  under the Plan shall be in such form as the
Administrator  may from time to time approve.  Stock  Options  granted under the
Plan may be either  Incentive  Stock  Options  or  Nonstatutory  Stock  Options.
Incentive  Stock  Options may be granted only to employees of the Company or any
Subsidiary  that is a  "subsidiary  corporation"  within the  meaning of Section
424(f) of the  Code.  To the  extent  that any  Option  does not  qualify  as an
Incentive Stock Option, it shall be a Nonstatutory Stock Option.

         No Incentive  Stock  Option  shall be granted  under the Plan after ten
years from the date of adoption of the Plan by the Board of Directors.

         (a) Terms and Conditions of Stock  Options.  The  Administrator  in its
discretion may grant Stock Options subject to the following terms and conditions
and such additional terms and conditions, not inconsistent with the terms of the
Plan, as the Administrator shall deem desirable:

                  (i) Exercise Price. The exercise price per share for the Stock
         covered by a Stock Option  granted  pursuant to this Section 5(a) shall
         be determined by the  Administrator at the time of grant, but shall not
         be less than 100% of the Fair  Market  Value of a share of Stock on the
         date of grant,  except as provided in Section 3(d). If an employee owns
         or is deemed  to own (by  reason of the  attribution  rules of  Section
         424(d) of the Code) more than 10% of the  combined  voting power of all
         classes  of  stock  of the  Company  or of any  "parent  or  subsidiary
         corporation"  of the Company  (within the meaning of Section  424(e) or
         424(f) of the Code,  as the case may be) and an Incentive  Stock Option
         is granted to such employee, the exercise price per share for the Stock
         covered by such  Incentive  Stock Option shall be not less than 110% of
         the Fair Market Value of a share of Stock on the grant date.

                  (ii) Option Term. The term of each Stock Option shall be fixed
         by the Administrator,  but no Option shall be exercisable more than ten
         years after the date the Option is granted.  If an employee  owns or is
         deemed to own (by reason of the attribution  rules of Section 424(d) of
         the Code) more than 10% of the combined  voting power of all classes of
         stock of the Company or of any "parent or  subsidiary  corporation"  of
         the  Company  (within  the  meaning of Section  424(e) or 424(f) of the
         Code,  as the case may be) and an Incentive  Stock Option is granted to
         such  employee,  the term of such Option shall expire no more than five
         years after the date of grant.
                                       17
(iii) Exercisability;  Rights of a Shareholder.  Stock Options
         shall  become  exercisable  at such  time or times,  whether  or not in
         installments,  as shall be determined by the  Administrator at the time
         of  grant.   The   Administrator   may  at  any  time   accelerate  the
         exercisability  of all or any portion of any Stock Option.  An optionee
         shall have the rights of a shareholder  only as to shares acquired upon
         the exercise of a Stock Option and not as to unexercised Stock Options.

                  (iv) Method of  Exercise.  Stock  Options may be  exercised in
         whole or in part, by giving  written  notice of exercise to the Company
         specifying  the  number  of  shares  to be  purchased.  Payment  of the
         purchase price shall be made in full concurrently with such exercise by
         any one of the  following  methods:  (A) in cash;  (B) if,  in the sole
         discretion  of  the  Administrator,  and  if the  Company  is not  then
         prohibited from purchasing or acquiring shares of Stock, with shares of
         Stock  that have been held by the  optionee  for the  requisite  period
         necessary to avoid a charge to the  Company's  earnings  for  financial
         reporting purposes,  delivered in lieu of cash and valued at their Fair
         Market  Value on the date of  exercise;  (C)  through a "same day sale"
         commitment  from the optionee and a  broker-dealer  that is a member of
         the  National  Association  of  Securities  Dealers,  Inc.  (the  "NASD
         Dealer") whereby the optionee irrevocably elects to exercise the Option
         and to  sell a  portion  of the  shares  so  purchased  to pay  for the
         exercise price,  and whereby the NASD Dealer  irrevocably  commits upon
         receipt of such shares to forward the  exercise  price  directly to the
         Company;;  or (D) any  combination  of the  foregoing.  The delivery of
         certificates  representing the shares of Stock to be purchased pursuant
         to the exercise of a Stock Option will be contingent  upon receipt from
         the optionee (or a purchaser acting in his stead in accordance with the
         provisions  of the Stock  Option) by the  Company of the full  purchase
         price for such  shares and the  fulfillment  of any other  requirements
         contained in the Stock Option or applicable provisions of laws.

                  (v)  Termination by Reason of Death.  Any Stock Option held by
         an optionee whose employment by (or other business  relationship  with)
         the  Company  and its  Subsidiaries  is  terminated  by  reason  of the
         optionee's  death may  thereafter  be  exercised,  to the extent it was
         exercisable by the optionee on the date of the optionee's death, by the
         legal  representative  of the optionee's  estate or by any other person
         who  acquires  the right to exercise the option by reason of such death
         under the optionee's  will or the laws of intestate  succession,  for a
         period of 12 months (or such other  period as the  Administrator  shall
         specify in the Stock Option) from the date of death, but not later than
         the expiration of the stated term of the Option, if earlier.

                  (vi)  Termination  by Reason of  Disability.  Any Stock Option
         held by an optionee whose employment by (or other business relationship
         with) the  Company  and its  Subsidiaries  is  terminated  by reason of
         Disability  may   thereafter  be  exercised,   to  the  extent  it  was
         exercisable on the date of such termination,  for a period of 12 months
         (or such other period as the  Administrator  shall specify in the Stock
         Option) from the date of such  termination  of employment  (or business
         relationship),  but not later than the expiration of the stated term of
         the Option, if earlier. The Administrator shall have sole authority and
         discretion to determine whether a participant's employment (or business
         relationship)  has  been  terminated  by  reason  of  Disability.   The
         Administrator  may  specify  in any Stock  Option  that the death of an
         optionee  during the period  provided in this Section  5(a)(vi) for the
         exercise of the Option shall extend such period for a period ending not
         later  than 12  months  following  the  date of the  optionee's  death,
         subject to  termination  on the  expiration  of the stated  term of the
         Option, if earlier.
                                       18
(vii)  Termination by Reason of  Retirement.  Any Stock Option
         held  by  an  optionee   whose   employment  by  the  Company  and  its
         Subsidiaries  is terminated by reason of Retirement  may  thereafter be
         exercised,  to the  extent  it was  exercisable  on the  date  of  such
         termination,  for a period of 12 months  (or such  other  period as the
         Administrator  shall  specify)  from  the date of such  termination  of
         employment, but not later than the expiration of the stated term of the
         Option,  if earlier.  The Administrator may specify in any Stock Option
         that the  death of an  optionee  during  the  period  provided  in this
         Section  5(a)(vii)  for the  exercise of the Option  shall  extend such
         period for a period ending not later than 12 months  following the date
         of the  optionee's  death,  subject to termination on the expiration of
         the stated term of the Option, if earlier.

                  (viii) Termination for Cause. If any optionee's  employment by
         (or business  relationship  with) the Company and its  Subsidiaries  is
         terminated for Cause, any Stock Option held by such optionee, including
         any Stock Option that is exercisable  at the time of such  termination,
         shall  immediately  terminate  and be of no further  force and  effect;
         provided,  however, that the Administrator may, in its sole discretion,
         provide in any Stock Option that such Stock Option can be exercised, to
         the extent it was  exercisable on the date of such  termination,  for a
         period of up to 30 days from the date of  termination of employment (or
         business relationship), but not later than the expiration of the stated
         term of the Option, if earlier.

                  (ix) Other  Termination.  Unless  otherwise  determined by the
         Administrator, if an optionee's employment by (or business relationship
         with) the Company and its Subsidiaries  terminates for any reason other
         than death, Disability, Retirement, or for Cause, any Stock Option held
         by such  optionee may  thereafter  be  exercised,  to the extent it was
         exercisable on the date of such termination, for 90 days (or such other
         period not to exceed 60 months as the Administrator shall specify) from
         the date of termination of employment (or business  relationship),  but
         not later than the  expiration  of the stated  term of the  Option,  if
         earlier.

                  (x) Annual Limit on Incentive  Stock  Options.  Section 422 of
         the Code  requires for  "incentive  stock  option"  treatment  that the
         aggregate Fair Market Value (determined as of the time of grant) of the
         shares of Stock with respect to which  Incentive  Stock Options granted
         under  this Plan and any other  plan of the  Company  or its parent and
         subsidiary  corporations  become  exercisable  for the first time by an
         optionee  during any calendar  year shall not exceed  $100,000.  To the
         extent that any Stock Option exceeds this limit, it shall  constitute a
         Nonstatutory Stock Option. In the event the $100,000 limit is exceeded,
         the optionee may designate in writing to the Administrator whether this
         optionee  is  exercising  the  Incentive  Stock  Option  portion or the
         Nonstatutory  Stock  Option  portion.  In the  absence of such  written
         designation,  the  Incentive  Stock  Option  portion  shall  be  deemed
         exercised first to the extent thereof.
                                       19
(b)   Non-Transferability   of  Options.   No  Stock  Option  shall  be
transferable  by the optionee  otherwise  than by will or by the laws of descent
and  distribution  and all  Stock  Options  shall  be  exercisable,  during  the
optionee's  lifetime,  only by the optionee,  provided,  however,  Non-Statutory
Stock Options may be transferred to any inter vivos or testamentary trust, which
shall  agree in writing to be bound by the terms of this Plan,  established  for
estate planning  purposes for the sole and exclusive  benefit of such owner, one
(1) or more  members of such  owner's  family  that are related to such owner by
blood (which  members shall include,  without  limitation,  the spouse,  adopted
children, and stepchildren of such owner) and/or any other lineal descendants of
such  owners and in which such owner is a trustee  thereof,  or such other trust
established for estate planning  purposes as the Board of Directors or Committee
shall approve in writing and which complies with applicable law.

         (c) Form of Settlement. Shares of Stock issued upon exercise of a Stock
Option  shall be free of all  restrictions  under the Plan,  except as otherwise
provided in the Plan.

         Section 6.  Tax Withholding

         (a) Payment By Participant.  Each participant  shall, no later than the
date as of which the value of an Award or of any Stock or other amounts received
thereunder  first becomes  includable in the gross income of the participant for
Federal  income  tax  purposes,   pay  to  the  Company,  or  make  arrangements
satisfactory to the Administrator  regarding payment of, any Federal,  state, or
local  taxes of any kind  required by law to be  withheld  with  respect to such
income. The Company and its Subsidiaries  shall, to the extent permitted by law,
have the right to deduct any such taxes from any  payment of any kind  otherwise
due to the participant.

         (b)  Payment in Stock.  Subject to  approval  by the  Administrator,  a
participant  may elect to have such tax  withholding  obligation  satisfied,  in
whole or in part,  by (i)  authorizing  the Company to  withhold  from shares of
Stock to be issued  pursuant to any Award a number of shares  with an  aggregate
Fair  Market  Value (as of the date the  withholding  is  effected)  that  would
satisfy the withholding  amount due, or (ii)  transferring to the Company shares
of Stock owned by the participant with an aggregate Fair Market Value (as of the
date the withholding is effected) that would satisfy the withholding amount due.

         Section 7.  Transfer, Leave of Absence, Etc.

         For purposes of the Plan,  the  following  events shall not be deemed a
termination of employment:

         (a) a transfer to the  employment  of the Company from a Subsidiary or
from the Company to a Subsidiary, or from one Subsidiary to another; or

         (b) an approved leave of absence for military  service or sickness,  or
for any other  purpose  approved  by the  Company,  if the  employee's  right to
re-employment  is  guaranteed  either by a statute or by  contract  or under the
policy   pursuant  to  which  the  leave  of  absence  was  granted  or  if  the
Administrator otherwise so provides in writing.
                                       20
Section 8.  Amendments and Termination

         The Board  may,  at any  time,  amend or  discontinue  the Plan and the
Administrator  may,  at any time,  amend or  cancel  any  outstanding  Award (or
provide  substitute  Awards at the same or reduced exercise or purchase price or
with no exercise or purchase price in a manner not  inconsistent  with the terms
of the Plan, but such price, if any, must satisfy the  requirements  which would
apply to the substitute or amended Award if it were then initially granted under
this Plan) for the purpose of satisfying  changes in law or for any other lawful
purpose,  but no such action shall adversely affect rights under any outstanding
Award  without the  holder's  consent.  If and to the extent  determined  by the
Administrator  to be required to ensure that  Incentive  Stock  Options  granted
under the Plan are  qualified  under  Section 422 of the Code,  Plan  amendments
shall be subject to approval by the Company's shareholders entitled to vote at a
meeting of shareholders.  Unless sooner terminated, the Plan shall terminate ten
years from the date the Board of Directors approves the Plan.

         Section 9.  Status of Plan

         With  respect to the portion of any Award which has not been  exercised
and any  payments  in cash,  Stock  or other  consideration  not  received  by a
participant,  a participant shall have no rights greater than those of a general
creditor of the  Company  unless the  Administrator  shall  otherwise  expressly
determine in connection with any Award or Awards.  In its sole  discretion,  the
Administrator may authorize the creation of trusts or other arrangements to meet
the  Company's  obligations  to deliver  Stock or make  payments with respect to
Awards  hereunder,   provided  that  the  existence  of  such  trusts  or  other
arrangements is consistent with the foregoing sentence.

         Section 10.  General Provisions

         (a)  No   Distribution;   Compliance  With  Legal   Requirements.   The
Administrator  may require each person  acquiring  Stock pursuant to an Award to
represent to and agree with the Company in writing that such person is acquiring
the shares without a view to distribution  thereof.  No shares of Stock shall be
issued pursuant to an Award until all applicable  securities law and other legal
and  stock  exchange  or  similar   requirements   have  been   satisfied.   The
Administrator  may  require  the  placing of such  stop-orders  and  restrictive
legends on certificates for Stock and Awards as it considers appropriate.

         (b) Delivery Of Stock  Certificates.  Delivery of stock certificates to
participants  under this Plan shall be deemed effected for all purposes when the
Company  or a stock  transfer  agent  of the  Company  shall  have  mailed  such
certificates  in the United States mail,  addressed to the  participant,  at the
participant's last known address on file with the Company.

         (c) Other  Compensation  Arrangements;  No Employment  Rights.  Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally  applicable or applicable only in specific cases. The adoption of this
Plan and the  grant of  Awards  do not  confer  upon any  employee  any right to
continued employment with the Company or any Subsidiary.

         (d)   Performance-Based   Compensation.   For   purposes   of   Section
162(m)(4)(c) of the Code and Treasury Regulation Section 1.162-27(e)(2)(vi), the
amount of  compensation  an optionee  may receive  under a Stock Option is based
solely on an  increase in the value of the Stock after the edate of the grant or
award of a Stock Option.

         (e) Incorporation by Reference. Every written instrument evidencing an
     Award shall  incorporate  the terms of this Plan by  reference as governing
     the Award.
                                       21
Section 11.  Effective Date of Plan

         This  Plan  shall  become  effective  upon  the  later  to occur of (i)
approval by the Company's  Board of Directors and (ii) approval by the Company's
shareholders.

         Section 12.  Governing Law

         This Plan shall be governed by California law except to the extent such
law is preempted by federal law.
                                       22
Exhibit 99.2
                               CVB FINANCIAL CORP.
                        FORM 2000 STOCK OPTION AGREEMENT
                             EMPLOYEES and DIRECTORS

                  This Stock Option Agreement  ("Agreement") is made and entered
into as of the Date of Grant  indicated below by and between CVB Financial Corp,
a  California   corporation  (the   "Company"),   and  the  person  named  below
("Optionee").

               WHEREAS,  Optionee is a full or part-time employee of the Company
or any of its  Subsidiaries or a non-employee  director of the Company or any
of its Subsidiaries; and

                  WHEREAS, pursuant to the Company's 2000 Stock Option Plan (the
"Plan"),  the  Committee of the Board of Directors of the Company  administering
the Plan (the  "Committee")  has  approved the grant to Optionee of an option to
purchase  shares of the Company's  common stock,  (the "Common  Stock"),  on the
terms and conditions set forth herein.

                  NOW, THEREFORE, in consideration of the foregoing recitals and
the covenants set forth herein, the parties hereto hereby agree as follows:

                  1. Grant Of Option; Certain Terms and Conditions.  The Company
hereby grants to Optionee, and Optionee hereby accepts, as of the Date of Grant,
an option to purchase the number of shares of Common Stock  indicated below (the
"Option Shares") at the Exercise Price per share indicated  below,  which option
shall expire at 5:00 p.m. on the Expiration  Date indicated  below or as earlier
provided  in this  Agreement  and  shall  be  subject  to all of the  terms  and
conditions set forth in this Agreement (the  "Option").  On each  anniversary of
the Date of Grant,  the option shall become  exercisable to purchase,  and shall
vest with  respect to, the number of the Option  Shares  (rounded to the nearest
whole share) equal to the total number of Option Shares multiplied by the Annual
Vesting Rate indicated below.

                  Optionee:                              ______________________

                  Date of Grant:                                     __________

                  Number of shares purchasable ("Option Shares"):    __________

                  Exercise Price per share:                          __________

                  Expiration Date:                                   __________

                  Annual Vesting Rate:                               __________

                  Type of Option (Incentive or Non-Qualified)        __________
                                       23
2.       Acceleration and Termination of Option

                           (a)      Termination of Employment.

     (i)  Retirement.  If Optionee's  service as an Employee  ("Employment")  of
Company  or any of its  Subsidiaries  is  terminated  by  reason  of  Optionee's
retirement  with  the  approval  of the  Committee  or in  accordance  with  the
Company's or Subsidiary's then current  retirement policy  ("Retirement"),  then
Optionee's Option may thereafter be exercised,  to the extent it was exercisable
on the date of such termination, until the earlier of 12 months from the date of
such  termination of Employment and the Expiration  Date, but not later than the
expiration of the stated term of the Option, if earlier.

     (ii) Death.  If Optionee's  Employment by (or other  business  relationship
with) the  Company or any of its  Subsidiaries  is  terminated  by reason of the
death of Optionee, any Option held by such Optionee may thereafter be exercised,
to the extent it was  exercisable  by the Optionee on the date of the Optionee's
death,  by the legal  representative  of the  Optionee's  estate or by any other
person who  acquires  the right to  exercise  the Option by reason of such death
under the Optionee's will or the laws of intestate succession, until the earlier
of 12 months from the date of death and the Expiration Date.

     (iii)   Disability.   If  Optionee's   Employment  by  (or  other  business
relationship  with) the  Company or any of its  Subsidiaries  is  terminated  by
reason of  Optionee's  total and  permanent  disability  within  the  meaning of
Section  22(e)(3) of the Code  ("Disability"),  any Option held by such Optionee
may  thereafter be exercised,  to the extent it was  exercisable  on the date of
such  termination,  until  the  earlier  of 12  months  from  the  date  of such
termination of Employment (or other  business  relationship)  and the Expiration
Date.  The  Committee  shall have sole  authority  and  discretion  to determine
whether a  Optionee's  Employment  (or  other  business  relationship)  has been
terminated by reason of Disability.

     (iv) Termination for Cause. If Optionee's  Employment by (or other business
relationship  with) the Company or any of its  Subsidiaries  is  terminated  for
Cause, as hereinafter defined,  any Option held by such Optionee,  including any
Option that is exercisable at the time of such  termination,  shall  immediately
terminate  and be of no  further  force  and  effect.  "Cause"  shall  mean  the
occurrence of one or more of the following: (i) Optionee is convicted of, pleads
guilty to, or confesses to any felony or any act of fraud,  misappropriation  or
embezzlement which has an immediate and materially adverse effect on the Company
or any of its  Subsidiaries,  as  determined  by the Board of  Directors  of the
Company ("Board") in good faith in its sole discretion, (ii) Optionee engages in
a fraudulent  act to the  material  damage or prejudice of the Company or any of
its  Subsidiaries  or in  conduct  or  activities  materially  damaging  to  the
property, business or reputation of the Company or any of its Subsidiaries,  all
as  determined  by the  Board in good  faith in its sole  discretion,  (iii) any
material act or omission by Optionee involving  malfeasance or negligence in the
performance of Optionee's  duties to the Company or any of its  Subsidiaries  to
the material detriment of the Company or any of its Subsidiaries,  as determined
by the Board in good faith in its sole discretion,  which has not been corrected
by such person to the  satisfaction  of the Board  within 30 days after  written
notice from the Company of any such act or omission, (iv) failure by Optionee to
comply in any material  respect with the terms of his employment  agreement,  if
any, or any written  policies or  directives  of the Board as  determined by the
Board in good faith in its sole discretion, which has not been corrected by such
person to the satisfaction of the Board within 30 days after written notice from
the Company of such  failure,  or (v)  material  breach by Optionee of any other
agreement with the Company, as determined by the Board in good faith in its sole
discretion.
                                       24
(v) Other  Termination.  If  Optionee's  Employment  by (or other  business
relationship  with) Company or any of its  Subsidiaries  is  terminated  for any
reason other than Retirement,  death,  Disability or Cause, then any Option held
by Optionee may thereafter be exercised, to the extent it was exercisable on the
date of such  termination,  until the  earlier  of three  (3)  months  (or,  for
Non-Qualified  Stock  Options,  twelve  months) from the date of  termination of
Employment (or other business relationship) and the Expiration Date.

     (vi)  Transfer,  Leave of Absence.  For purposes of the Plan, the following
events shall not be deemed a termination of Employment:

                         (A) a transfer to the  Employment  of the Company  from
any of its  Subsidiaries  or from the  Company to any of its Subsidiaries, or
from one Subsidiary to another; or

                         (B) an approved  leave of absence for military  service
or  sickness,  or for  any  other  purpose  approved  by the Company,   if  the
employee's  right  to  re-employment  is guaranteed  either by a statute or by
contract or under the policy pursuant to which the leave of absence was granted
or if the Committee otherwise so provides in writing.

                         (b)  Death   Following   Termination   of   Employment.
                    Notwithstanding  anything to the contrary  contained in this
                    Agreement,  if  Optionee  shall  die at any time  after  the
                    termination  of his  or  her  Employment  and  prior  to the
                    Expiration  Date of the Option,  then the  remaining  vested
                    portion,   if  any,  of  the  Option,  as  of  the  date  of
                    termination of Employment  shall terminate on the earlier of
                    the Expiration  Date,  the first  anniversary of the date of
                    such death or the .

                         (c) Other Events Causing  Acceleration  of Option.  The
                    Committee,   in  its  sole  discretion,   may  at  any  time
                    accelerate the  exercisability  of all or any portion of any
                    Option for any reason.

                         (d)  Rights of  Shareholder.  Optionee  shall  have the
                    rights of a shareholder  only as to shares acquired upon the
                    exercise  of an Option  and not as to  unexercised  Options.
                    Shares of Common  Stock  issued  upon  exercise of an Option
                    shall be free of all restrictions  under the Plan, except as
                    otherwise  provided  in  the  Plan  or  applicable  law  and
                    regulation.

                         (e) Mergers,  etc. Not less than fifteen (15) days,  or
                    such  shorter   period  of  time  as  the  Committee   shall
                    determine,  prior to the  dissolution  or liquidation of the
                    Company,  or a  reorganization,  merger, or consolidation of
                    the  Company  with one or more  corporations  as a result of
                    which the Company  will not be the  surviving  or  resulting
                    corporation,  or a  sale  of all or  substantially  all  the
                    assets of the Company to another person, or a reverse merger
                    in which the Company is the  surviving  corporation  but the
                    shares  of  the  Company's  stock  outstanding   immediately
                    preceding  the merger are  converted by virtue of the merger
                    into other  property (a  "Terminating  Event") (other than a
                    formation of a holding company, merger or consolidation with
                    a wholly-owned  Subsidiary, a reincorporation of the Company
                    in a different  jurisdiction,  or other transaction in which
                    there is no  substantial  change in the  direct or  indirect
                    shareholders of the Company or their relative stock holdings
                    and  the  Options  granted  under  this  Plan  are  assumed,
                    converted or replaced by the  successor  corporation,  which
                    assumption will be binding on all Optionees),  the Committee
                    shall   notify  each   Optionee  of  the   pendency  of  the
                    Terminating  Event. Upon delivery of said notice, any Option
                    granted   prior  to  the   Terminating   Event   shall   be,
                    notwithstanding  the  provisions  of  Section 2 of the Plan,
                    exercisable  in full and not only as to those Option  Shares
                    with  respect  to  which  installments,  if any,  have  then
                    accrued,   subject,   however,   to  earlier  expiration  or
                    termination  as  provided  elsewhere  in the  Plan  or  this
                    Agreement.  Upon the consummation of the Terminating  Event,
                    the Plan,  this Agreement and any Option or portion  thereof
                    not exercised  shall terminate  unless  provision is made in
                    connection with the Terminating  Event for assumption of the
                    Plan and/or the Options theretofore granted, or substitution
                    for  such  Options  of  new  Options  covering  stock  of  a
                    successor  employer  corporation,  or a parent or Subsidiary
                    corporation thereof,  solely at the option of such successor
                    corporation  or  parent  or  Subsidiary  corporation,   with
                    appropriate  adjustments as to number and kind of shares and
                    prices.
                                       25
3. Adjustments.  In the event that the outstanding  securities
of the class then  subject to the Option are  increased,  decreased or exchanged
for  or  converted  into  cash,  property  or a  different  number  or  kind  of
securities,  or cash,  property or securities are distributed in respect of such
outstanding securities, in either case as a result of a reorganization,  merger,
consolidation,  recapitalization,  reclassification,  separation, any partial or
complete  liquidation,  dividend  (other than a regular cash  dividend) or other
distribution, stock split, reverse stock split or the like, or in the event that
substantially  all of the  property  and assets of the Company  are sold,  then,
unless the terms of such  transactions  shall  provide  otherwise  or such event
shall  cause the Option to  terminate  pursuant  to  Section  2(e)  hereof,  the
Committee shall make appropriate and proportionate adjustments in the number and
type of shares or other securities or cash or other property that may thereafter
be acquired  upon the  exercise of the Option and the  Exercise  Price per share
specified  herein;  provided,  however,  that any such adjustments in the Option
shall  be made  without  changing  the  aggregate  Exercise  Price  of the  then
unexercised portion of the Option. No fractional shares of Common Stock shall be
issued under the Plan and this Agreement resulting from any such adjustment, but
the  Board in its  discretion  may  make a cash  payment  in lieu of  fractional
shares.

                  4. Exercise. The Option shall be exercisable during Optionee's
lifetime only by Optionee or by his or her guardian or legal representative, and
after  Optionee's  death  only by the person or entity  entitled  to do so under
Optionee's last will and testament or applicable  intestate law.  Options may be
exercised  in whole or in part,  by giving  written  notice of  exercise  to the
Company specifying the number of shares to be purchased. Payment of the purchase
price  shall be made in full  concurrently  with  such  exercise  by (i) cash or
certified  check  payable  to the  Company,  (ii)  if the  Company  is not  then
prohibited from purchasing or acquiring  shares of Common Stock,  with shares of
Common  Stock.  that have been held by the  Optionee  for the  requisite  period
necessary to avoid a charge to the Company's  earnings for  financial  reporting
purposes, delivered in lieu of cash and valued at their Fair Market Value on the
date of exercise; (c) through a "same day sale" commitment from the Optionee and
a  broker-dealer  that is a member of the  National  Association  of  Securities
Dealers,  Inc. (the "NASD Dealer")  whereby the Optionee  irrevocably  elects to
exercise  the Option and to sell a portion of the shares so purchased to pay for
the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt
of such shares to forward the exercise  price directly to the Company or (d) any
combination  of the foregoing.  The delivery of  certificates  representing  the
shares of Common  Stock to be  purchased  pursuant to the  exercise of an Option
will be contingent upon receipt from the Optionee (or a purchaser  acting in his
stead in  accordance  with the  provisions  of the Option) by the Company of the
full  purchase  price  for  such  shares  and  the   fulfillment  of  any  other
requirements contained in the Option or applicable provisions of laws.

                  5. Annual Limit on Incentive Stock Options. Section 422 of the
Code requires for  "incentive  stock option"  treatment  that the aggregate fair
market value, as defined hereinafter, of the shares of Common Stock with respect
to which  Incentive  Stock Options granted under this Plan and any other plan of
the Company or any of its Subsidiaries  become exercisable for the first time by
a Optionee  during any calendar  year shall not exceed  $100,000.  To the extent
that any Option exceeds this limit, it shall  constitute a  Non-Qualified  Stock
Option. In the event the $100,000 limit is exceeded,  the Optionee may designate
in writing to the Committee  whether  Optionee is exercising the Incentive Stock
Option portion or the Non-Qualified Stock Option portion. In the absence of such
written  designation,  the  Incentive  Stock  Option  portion  shall  be  deemed
exercised first to the extent thereof. "Fair Market Value" shall mean the market
price of the Common Stock on the applicable date, determined by the Committee in
good faith using any reasonable method.

                  6.  Payment  of  Withholding  Taxes.  As a  condition  to  the
exercise of an Option,  Optionee  shall,  no later than the date as of which the
value of an Option or of any Common Stock or other amounts  received  thereunder
first becomes  includable in the gross income of the Optionee for federal income
tax purposes, pay to the Company, or make such arrangements as the Committee may
require for the satisfaction of any federal, state, local or foreign withholding
taxes of any kind  required by law to be withheld.  The Committee may permit the
Optionee  to satisfy  all or part of his or her tax  obligations  related to the
Option or Option  Shares by having the Company  withhold a portion of any Option
Shares that otherwise would be issued to him or her. Such shares of Common Stock
or Option  Shares  shall be valued at their Fair  Market  Value on the date when
taxes otherwise would be withheld in cash.
                                       26
7. Tax Consequences. Optionee shall rely solely on his or her
own tax advisors concerning the Option and its tax consequences.

                  8. Notices. All notices and other  communications  required or
permitted to be given pursuant to this  Agreement  shall be in writing and shall
be deemed given if delivered  personally or five days after mailing by certified
or registered mail, postage prepaid, return receipt requested, to the Company at
535 East First Street, Tustin,  California 92780,  Attention:  President,  or to
Optionee at the address set forth  beneath his or her signature on the signature
page hereto,  or at such other addresses as they may designate by written notice
in the manner aforesaid.

                  9. Notice of  Disqualifying  Disposition  of  Incentive  Stock
Option  Shares.  To the extent  this Option is an  Incentive  Stock  Option,  if
Optionee  sells or  otherwise  disposes  of any of the  Option  Shares  acquired
pursuant to the  Incentive  Stock  Option on or before the later of (a) the date
two (2)  years  after  the Date of  Grant,  and (b) the date one (1) year  after
transfer of such Shares to Optionee upon exercise of this Option,  then Optionee
shall immediately notify the Company in writing of such disposition.

                  10.    Compliance    with   Other   Laws   and    Regulations.
Notwithstanding  anything  to the  contrary  in this  Agreement,  the  grant and
exercise of Options  hereunder,  and the  obligation  of the Company to sell and
deliver shares under such Options,  shall be subject to all  applicable  federal
and state laws,  rules and regulations and to such approvals by any governmental
or regulatory  agency as may be required  including the rules and regulations of
the  Securities  and  Exchange  Commission  and the rules of any exchange or any
quotation  system on which the  Company's  Common Stock may then be listed.  The
Company shall not be required to issue or deliver any certificates for shares of
Common Stock prior to the completion of any  registration  or  qualification  of
such  shares  under  any  federal  or state  law or  issuance  of any  ruling or
regulation  of any  government  body  which  the  Company  shall,  in  its  sole
discretion, determine to be necessary or advisable.

                    11.   Limited   Liability.   The  Company  and  any  of  its
Subsidiaries  or  affiliates  which is in  existence or hereafter comes into
existence  shall not be liable to a Optionee or other persons as to:

                         (a) The  Non-Issuance  of Shares.  The  non-issuance or
                    sale of shares as to which the  Company  has been  unable to
                    obtain  from any  regulatory  body having  jurisdiction  the
                    authority deemed by the Company's counsel to be necessary to
                    the lawful issuance and sale of any shares hereunder; and

                         (b) Tax Consequences. Any tax consequence expected, but
                    not  realized,  by any  Optionee or other  person due to the
                    issuance,  exercise,   settlement,   cancellation  or  other
                    transaction involving any Options granted hereunder.

                  12. Nontransferability. No Option shall be transferable by the
Optionee  otherwise than by will or by the laws of descent and  distribution and
all Options shall be exercisable,  during the Optionee's  lifetime,  only by the
Optionee,  provided, however,  Non-Statutory Stock Options may be transferred to
any inter vivos trust,  which shall agree in writing to be bound by the terms of
this Agreement and the Plan,  established for estate  planning  purposes for the
sole and  exclusive  benefit  of such  owner,  one (1) or more  members  of such
owner's  family that are  related to such owner by blood  (which  members  shall
include,  without limitation,  the spouse, adopted children, and stepchildren of
such owner) and/or any other lineal  descendants of such owner and in which such
owner is a trustee thereof.
                                       27
13.      Plan.

                         (a)  Amendments,  Terms and  Conditions.  The Option is
                    granted  pursuant  to the Plan,  as in effect on the Date of
                    Grant, and is subject to all the terms and conditions of the
                    Plan,  as the  same  may  be  amended  from  time  to  time;
                    provided,  however,  that no such  amendment  shall  deprive
                    Optionee,  without his or her  consent,  of the Option or of
                    any  of  Optionee's   rights  under  this   Agreement.   The
                    interpretation  and  construction  by the  Committee  of the
                    Plan,  this  Agreement,   the  Option  and  such  rules  and
                    regulations  as may be  adopted  by the  Committee  for  the
                    purpose of administering the Plan shall be final and binding
                    upon Optionee.  Until the Option shall expire,  terminate or
                    be  exercised  in full,  the  Company  shall,  upon  written
                    request   therefor,   send  a  copy  of  the  Plan,  in  its
                    then-current form, to Optionee or any other person or entity
                    then entitled to exercise the Option.

                         (b) Capitalized Terms.  Capitalized terms not otherwise
                    defined  herein  shall have the  meaning  assigned  to these
                    terms in the Plan.

                         (c) Conflict with Plan. This Option is granted pursuant
                    to the Plan, the provisions of which are  incorporated  into
                    this Agreement by reference,  and, in the event any conflict
                    between this Agreement and the Plan exists, the terms of the
                    Plan shall govern.

                  14.  Amendments and  Termination.  The Board may, at any time,
amend or  discontinue  the Plan and the  Committee  may,  at any time,  amend or
cancel any  outstanding  Option (or  provide  substitute  Options at the same or
reduced  exercise or purchase  price or with no exercise or purchase  price in a
manner not inconsistent with the terms of the Plan, but such price, if any, must
satisfy the  requirements  which would apply to the substitute or amended Option
if it were then initially granted under this Plan) for the purpose of satisfying
changes  in law or for  any  other  lawful  purpose,  but no such  action  shall
adversely  affect  rights  under any  outstanding  Option  without the  holder's
consent.  If and to the extent  determined  by the  Committee  to be required to
ensure that Incentive  Stock Options  granted under the Plan are qualified under
Section  422 of the Code,  Plan  amendments  shall be subject to approval by the
Company's shareholders entitled to vote at a meeting of shareholders.

                  15. Stockholder  Rights. No person or entity shall be entitled
to vote, receive dividends or be deemed for any purpose the holder of any Option
Shares until the Option shall have been duly  exercised to purchase  such Option
Shares in accordance with the provisions of this Agreement.  With respect to the
portion of any Option  which has not been  exercised  and any  payments in cash,
Common Stock or other consideration not received by a Optionee, a Optionee shall
have no rights  greater than those of a general  creditor of the Company  unless
the Committee shall otherwise  expressly determine in connection with any Option
or Options. In its sole discretion,  the Committee may authorize the creation of
trusts or other arrangements to meet the Company's obligations to deliver Common
Stock or make  payments  with respect to Options  hereunder,  provided  that the
existence of such trusts or other  arrangements is consistent with the foregoing
sentence.

                  16.  Employment  or  Contract  Rights.  No  provision  of this
Agreement or of the Option granted  hereunder shall (i) confer upon Optionee any
right to continue  in the employ of or  contract  with the Company or any of its
Subsidiaries,  (ii) affect the right of the Company and any of its  Subsidiaries
to terminate the Employment or contract of Optionee,  with or without cause,  or
(iii) confer upon Optionee any right to participate  in any employee  welfare or
benefit plan or other  program of the Company or any of its  Subsidiaries  other
than the Plan.  Optionee hereby acknowledges and agrees that the Company and any
of its  Subsidiaries may terminate the Employment or contract of Optionee at any
time and for any reason,  or for no reason,  unless  Optionee and the Company or
such  Subsidiary  are parties to a written  employment  agreement that expressly
provides otherwise.
                                       28
17.      General Provisions.

                         (a) Delivery Of Stock  Certificates.  Delivery of stock
                    certificates  to  Optionee  under  this  Agreement  shall be
                    deemed effected for all purposes when the Company or a stock
                    transfer  agent  of  the  Company  shall  have  mailed  such
                    certificates  in the United  States  mail,  addressed to the
                    Optionee,  at the Optionee's last known address on file with
                    the Company.

                         (b) Other Compensation Arrangements.  Nothing contained
                    in this Plan shall prevent the Board from adopting  other or
                    additional compensation arrangements,  including trusts, and
                    such  arrangements  may be either  generally  applicable  or
                    applicable only in specific cases.

                         (c)  Performance-Based  Compensation.  For  purposes of
                    Section  162(m)(4)(c)  of the Code and  Treasury  Regulation
                    Section  1.162-27(e)(2)(vi),  the amount of  compensation  a
                    Optionee  may receive  under an Option is based solely on an
                    increase in the value of the Common  Stock after the date of
                    the grant or award of an Option.

                         (d) Entire Agreement.  The Plan is incorporated  herein
                    by reference.  This  Agreement and the Plan  constitute  the
                    entire  agreement and  understanding  of the parties  hereto
                    with respect to the subject  matter hereof and supersede all
                    prior  understandings  and  agreements  with respect to such
                    subject matter.

                         (e) Successors and Assigns.  The Company may assign any
                    of its rights under this Agreement.  This Agreement shall be
                    binding upon and inure to the benefit of the  successors and
                    assigns  of the  Company.  Subject  to the  restrictions  on
                    transfer set forth herein,  this Agreement  shall be binding
                    upon    Optionee   and    Optionee's    heirs,    executors,
                    administrators,   legal   representatives,   successors  and
                    assigns.

                  18.   Governing  Law.  This  Agreement  and  the  Option
granted hereunder  shall be interpreted  and construed in accordance  with the
laws of the State of California and applicable federal law.

                  19. Acceptance. Optionee hereby acknowledges receipt of a copy
of the Plan and this Agreement.  Optionee has read and understands the terms and
provisions  thereof,  and  accepts  this  Option  subject  to all the  terms and
conditions of the Plan and this Agreement.  Optionee acknowledges that there may
be adverse tax  consequences  upon exercise of this Option or disposition of the
Option Shares and that the Company has advised Optionee to consult a tax advisor
prior to such exercise or disposition.
                                       29
IN  WITNESS  WHEREOF,  the  Company  and  Optionee  have  duly
executed this Agreement as of the Date of Grant.

                                                     CVB FINANCIAL CORP.

                                                 By____________________________
                                                      Authorized Representative

                                                 OPTIONEE

                                                 ______________________________
                                                 Signature

                                                 ______________________________
                                                 Printed Name

                                                 ______________________________
                                                 Street Address

                                                 ______________________________
                                                 City, State and Zip Code

                                                 ______________________________
                                                 Social Security Number