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Western District Office

50 Fremont Street, Suite 3900

San Francisco CA 94105

415-545-5900

415-545-5925 (fax)

March 15, 2000 **Conditional Approval #373**

####### April 2000

Brian H. Kelly

InterBusiness Bank, N.A. (Proposed)

545 Paulette Place

La Canada, California 91011

Re: Charter Application No. 1999 WE 01 0014

InterBusiness Bank, National Association (Proposed)

Los Angeles, California, Charter No. 23999

Dear Mr. Kelley:

The Office of the Comptroller of the Currency (OCC) has reviewed your
application to establish a new national bank with the title of
InterBusiness Bank, National Association, to be located in Los Angeles,
California. On this date, we found that your proposal meets the
requirements for preliminary conditional approval. This conditional
approval is granted based on a thorough review of all information
available, including the representations and commitments made in the
application and by the organizers' representatives. We have also made
our decision with the understanding that the proposed national bank will
be FDIC insured and the expectation that it will become a member of the
Federal Reserve System.

This approval is subject to the condition that during the first three
years of operation, the bank shall provide the OCC's Southern
California - North Field Office, 550 North Brand Boulevard, Suite 500,
Glendale, California, 91203-1900, thirty (30) days prior notice of any
significant deviations or changes from the proposed operating plan. This
condition is enforceable under 12 USC 1818.

The bank proposes to raise \$10.0 million in capital prior to commencing
operations. You are reminded that, pursuant to 12 CFR § 5.20(i)(5)(iii),
this preliminary approval expires if the bank does not raise the capital
funds within 12 months from the date of this letter. The preliminary
approval also will expire if the bank has not commenced business within
18 months from the date of this letter.

Please refer to the "Corporate Organization" booklet in the
*Comptroller's Corporate Manual* for the instructions on organizing your
bank. The booklet contains all of the steps you must take to receive
your charter. As detailed in the booklet, you may establish the
corporate existence of and begin organizing the bank as soon as you
adopt and forward acceptable Articles of Association and the
Organization Certificate to this office. As a "body corporate" or legal
entity, you may begin taking those steps necessary for obtaining final
approval, but you may not begin the business of banking until you
fulfill all requirements for a bank in organization and you are granted
final approval by the OCC.

Enclosed are standard requirements that must be met before the bank will
be allowed to commence business. Management must ensure that the
applicable policies and procedures are established and adopted by the
board of directors before the bank begins operation. Applicable standard
requirements also must be satisfied before the bank will be allowed to
commence business.

It is specifically noted that the bank has represented to the OCC that
internal systems will be Year 2000 compliant as outlined in recent OCC
guidance regarding Year 2000 matters. In addition, the bank will perform
due diligence to ensure that any third-party data processing services or
purchased applications or systems from software vendors will also be
Year 2000 compliant.

The OCC poses no objection to the following person(s) serving as
executive officer(s) as proposed in the application:

Brian H. Kelley Director, Chief Executive Officer

Fred L. Carpenter Director

Dean L Gardner Director

John B. Hansen Director

David A. Hayden Director

Herbert E. C. Huang Director

Stephen H. Liu Director, Chairman

Also the OCC poses no objection to Stephen H. Liu becoming the
controlling owner of the bank.

Background checks on Cynthia Liu and Van Kwok have not yet been
completed. We will notify you when we have completed our review.

Additional executive officers and directors are subject to the OCC's
[prior]{.underline} review and clearance before opening. Also, please
note that the OCC requires that you obtain [prior]{.underline} approval
of additions or changes in directors and executive officers for two
years after the bank opens for business.

We urge you and the Board of Directors to become familiar with the
filing obligations of the Securities Exchange Act of 1934 (\"34 Act\")
and 12 C.F.R. Part 11. The Bank may be required to file reports with the
OCC under the 34 Act and Part 11 if: (1) the Bank at the end of any
fiscal year has 500 or more shareholders of record; or (2) the Bank made
a public offering of securities subject to 12 C.F.R. Part 16 during the
Bank\'s organizational process. We encourage you to contact the OCC\'s
Securities & Corporate Practices Division at (202) 874-5210 if you have
any questions about the Bank\'s securities disclosure obligations.

The OCC will send to you under separate cover an appropriate set of OCC
handbooks, manuals, issuances, and selected other publications.

If you have any questions about our conditional approval or the
organizational process please contact Senior Corporate Analyst Joseph T.
Burbridge at (415) 545-5922 or write to the address reflected above.

A separate letter is enclosed requesting your feedback on how we handled
your application. We would appreciate your response so we may improve
our service.

Sincerely,

**-signed-**

James A. Bundy

Licensing Manager

Western District

Enclosures: Minimum Policies and Procedures

Standard Requirements