SAN JOAQUIN BANCORP

                      NON-QUALIFIED STOCK OPTION AGREEMENT



     THIS AGREEMENT is dated the ______ day of ________________, ______, by and

between San Joaquin Bancorp, a California corporation (the "Company"), and

___________ ("Optionee").



     WHEREAS, pursuant to the San Joaquin Bancorp 1999 Stock Incentive Plan (the

"Plan"), the Company wishes to grant to Optionee an option to purchase shares of

the common stock of the Company, upon the terms and conditions provided herein;

and



     WHEREAS, all capitalized terms used but not otherwise defined herein shall

have the meanings ascribed to such terms in the Plan.



     NOW, THEREFORE, it is hereby agreed:



     1. GRANT OF OPTION. Subject to the terms and conditions set forth in the

Plan and this Agreement, the Company hereby grants to Optionee an option to

purchase all or any part of _______________ Common Shares (the "Option") for the

purchase price of $_________ per Share (the "Exercise Price").



     2. EXERCISABILITY. The Option shall become exercisable with respect to the

Shares underlying the Option, as follows:



20% of the Shares on ____________      20% of the Shares on ______________

20% of the Shares on ____________      20% of the Shares on ______________

20% of the Shares on ____________



     The Option shall remain exercisable until the date that is ten (10) years

from the date of this Agreement, unless the Option has otherwise expired or

terminated earlier in accordance with the provisions hereof. Shares as to which

the Option becomes exercisable pursuant to the foregoing provision may be

purchased at any time prior to expiration of the Option. Notwithstanding the

preceding provisions of this paragraph, upon receipt of notice from the Board of

the pendency of 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 corporation, or sale of

substantially all the assets and property of the Company to another person, or

in the event of any other transaction involving the Company where there is a

change in ownership of the Company of at least twenty-five percent (25%), except

as may result from a transfer of shares to another corporation in exchange for

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