AMENDMENT NO. 1
TO POINT WEST CAPITAL CORPORATION
AMENDED AND RESTATED 1995 STOCK OPTION PLAN
A. The first sentence of Section 3(a) of the Plan is amended to read in
its entirety as follows:
Subject to Section 6, the number of Common Shares issued or
transferred upon exercise of Options, plus the number of
Common Shares covered by outstanding Options, shall not in the
aggregate exceed 1,070,000 Common Shares, which may be Common
Shares of original issuance or Common Shares held in treasury
or a combination thereof.
A new subsection (c) shall be added to Section 3 of the Plan, which
subsection shall read in its entirety as follows:
(c) Notwithstanding anything in this Section 3 or, elsewhere
in this Plan to the contrary and subject to adjustment as
provided in Section 6, no Optionee shall be granted Options
for more than 100,000 Common Shares during any calendar year.
