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| ## Comptroller of the Currency                                        |
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| > Administrator of National Banks                                     |
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Washington, DC 20219

#### Conditional Approval #460

April 3, 2001 **May 2001**

Mr. Colin M. Forkner

Spokesperson

California First National Bank (In Organization)

5 Hutton Centre Drive, Suite 250

Santa Ana, California 92707

Re: Significant Change in Operating Plan for California First National
Bank (In Organization), Santa Ana, California (formerly known as Hutton
National Bank)

Charter Number: 23925

> Application Control Number: 1999-WE-01-0006

Dear Mr. Forkner:

This is in response to your letter dated December 29, 2000 in which you
requested that the Office of the Comptroller of the Currency ("OCC")
review and approve a significant change in operating plan for California
First National Bank (In Organization), Santa Ana, California ("Bank").
The Bank will be wholly-owned by a new bank holding company that will be
the successor to Amplicon, Inc., Santa Ana, California ("Amplicon" or
"Bank Holding Company"), which has applied to the Federal Reserve
System. The significant changes to the operating plan were detailed in
the December 29, 2000 letter as well as through various written
correspondences between October 4, 2000 and that time. The changes
included:

-   While Mr. Paddon will be the Chairman and CEO of the Bank Holding
    Company, he will not be an officer of the leasing subsidiaries and
    will not be involved in the daily operations of the Bank. Another
    experienced officer will be President of the leasing subsidiary or
    subsidiaries from which the Bank will purchase leases.

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-   Harris Ravine, an organizing director for the Bank and an outside
    director of Amplicon since 1994, will be the Chairperson of the
    Board of the Bank.

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-   Leslie Jewett, the CFO of Amplicon, will not be Chairperson of the
    Board of the Bank as originally proposed. She will be a director of
    the Bank.

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-   The new operating plan assumes that no more than 50 percent of the
    Bank's leases will be purchased from the Amplicon leasing subsidiary
    versus up to 100 percent from the original plan. In addition, the
    Bank will originate approximately 30 percent of its own lease assets
    and purchase approximately 20 percent from independent, third-party
    leasing companies. Amplicon will donate an existing lease
    origination department to the Bank.

We have evaluated the revised operating plan and find it acceptable,
subject to the additional and revised preopening requirements and
ongoing conditions outlined below.

In addition to the procedural requirements for all new national banks
and the special requirements stipulated in our April 13, 2000
preliminary conditional approval, the following requirements must be
satisfied before the OCC will grant final charter approval:

1.  The Bank must develop and maintain alternative business strategies
    to ensure that it can prudently, efficiently, and effectively manage
    potential scenarios where actual performance might differ
    significantly from the operating plan, including with respect to
    lease or deposit mixes, interest rates, projected initial losses,
    operating expenses, marketing costs, and growth rates. The
    alternative business strategies should also identify primary and
    secondary sources of additional capital in the future if necessary.
    These strategies must be integrated into the Bank's operating and
    strategic plans and funds management and capital policies. The Bank
    must submit the alternative business strategies and related
    documents to the OCC for review and approval prior to commencing
    business. The Bank should update the alternative business strategies
    periodically as the Bank's condition and marketplace conditions
    change. (This replaces preopening requirement #5 from our April 13,
    2000 preliminary conditional approval).

2.  As part of a comprehensive liquidity risk management program, the
    Bank should develop and maintain a contingency funding plan that
    addresses strategies for managing potential liquidity fluctuations.
    The degree and sophistication of the contingency funding plan should
    be commensurate with the Bank's complexity and risk exposure,
    activities, products, and organizational structure.

3.  As proposed, the Bank must name an individual as the Chief Credit
    Officer. The OCC must review and have no objection to this
    individual, who will be deemed a Senior Executive Officer for
    purposes of 12 C.F.R. Part 5. We will evaluate the candidate
    relative to the specialty nature of the charter. In this regard, the
    Chief Credit Officer must have the necessary knowledge and technical
    skills to effectively manage and perform the duties related to
    business equipment lease financing and overall portfolio management.

4.  The Bank must successfully complete an additional on-site review by
    the OCC as follow-up to our earlier preopening examination phases.
    The scope of the review will include an evaluation of the new Chief
    Credit Officer and any revised financial projections, policies,
    procedures, and controls, including those surrounding the credit
    policy, lease origination and purchase operations, operating plan,
    alternative business strategies, contingency funding plan, and
    capital maintenance and liquidity support agreement between Amplicon
    and Bank.

Final approval will be subject to the following conditions:

1.  Prior to the Bank commencing business, the Bank's Board of Directors
    must execute a binding written agreement with the OCC setting forth
    certain actions that the Bank will take, including but not limited
    to obtaining additional capital infusions; developing and
    implementing a corrective action plan or new satisfactory operating
    plan to remedy plan shortfalls or failures; or developing and
    implementing a contingency plan for sale, merger, or liquidation of
    the Bank at no cost to the FDIC, if the Bank does not achieve
    original operating plan results. The Board shall implement and
    ensure continued adherence to the terms of the agreement. The
    agreement shall remain in existence for the Bank's first three years
    of operations, or until the Bank reports four (4) consecutive
    quarters of profitability, whichever is longer.

2.  Prior to the Bank commencing business, the Bank and Amplicon must
    enter into a binding written agreement setting forth Amplicon's
    obligations to provide capital maintenance and liquidity support to
    the Bank, if and when necessary. The terms and provisions of this
    capital maintenance and liquidity support agreement and any
    amendments thereto must be acceptable to the OCC, and shall include
    a provision for collateral to support those obligations, if required
    by the OCC. The agreement may not be terminated without the prior
    approval of the OCC.

3.  The Bank must notify all potential technology-related vendors in
    writing of the OCC's examination and regulatory authority under 12
    U.S.C. § 1867(c). All final vendor contracts must stipulate that the
    performance of services provided by the vendors to the Bank is
    subject to the OCC's examination and regulatory authority.

4.  During the first three years of operations, or until the Bank has
    reported four (4) consecutive quarters of profitability, whichever
    is longer, the Bank shall request and obtain prior approval from the
    District Deputy Comptroller for the Western District before
    implementing any significant deviation or change from the operating
    plan. The Bank must seek such approval sixty (60) days prior to any
    proposed significant deviation or change. The Bank also must provide
    a copy of such notice to the relevant FDIC regional office.

The above-listed conditions of this approval are "condition\[s\] imposed
in writing by the agency in connection with the granting of any
application or other request" within the meaning of
12 U.S.C.  1818(b)(1). As such, these conditions are enforceable under
12 U.S.C. 1818.

We would like to commence the additional on-site review as soon as the
organizers believe that the above requirements are satisfied and the
Bank is ready to open. Please contact me at (202) 874-5060 with any
questions and to schedule the additional on-site review.

Sincerely,

-signed-

John W. Graetz

Senior Advisor for e-Banking