EXHIBIT 10.3


                             BRIDGE CAPITAL HOLDINGS
                   Amended and Restated 2001 Stock Option Plan

                             Net Exercise Amendment

             Adopted by the Board of Directors on November 16, 2006


SECTION 8  EXERCISE OF OPTIONS.

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(e) NET EXERCISE PROVISION.  A Nonqualified Stock Option may be exercised by the
Optionee by a "net  exercise"  of the option,  under which the Company  will not
require a payment of the exercise  price of the option in cash from the optionee
but will reduce the number of shares of Stock  issued  upon the  exercise by the
largest number of whole shares that have a market value that does not exceed the
aggregate exercise price. With respect to any remaining balance of the aggregate
exercise  price,  the Company will accept a cash payment from the optionee.  The
number of Shares  underlying an option will  decrease  following the exercise of
such option to the extent of Shares used to pay the exercise  price of an option
under the "net  exercise"  feature.  If any Shares  subject to an option are not
delivered to an optionee because the option is exercised  through a reduction of
shares  subject to the  option  through  the "net  exercise"  feature  described
herein,  the number of Shares that are not  delivered to the optionee will be no
longer be available for exercise under the option or otherwise available for use
under this Plan.