Exhibit 10.3



                            UNITED STATES OF AMERICA
                                   Before the
                          OFFICE OF THRIFT SUPERVISION



-------------------------------
In the Matter of               )                Order No.:  WN-09-031
                               )
LOS PADRES BANK                )                Effective Date: October 14, 2009
                               )
Solvang, California            )
OTS Docket No. 07935           )
-------------------------------


                            ORDER TO CEASE AND DESIST

     WHEREAS,  Los Padres  Bank,  Solvang,  California,  OTS  Docket  No.  07935
(Association),  by and through its Board of  Directors  (Board),  has executed a
Stipulation  and  Consent  to the  Issuance  of an  Order to  Cease  and  Desist
(Stipulation); and

     WHEREAS, the Association,  by executing the Stipulation,  has consented and
agreed to the  issuance of this Order to Cease and Desist  (Order) by the Office
of Thrift Supervision (OTS) pursuant to 12 U.S.C. ss. 1818(b); and

     WHEREAS, pursuant to delegated authority, the OTS Regional Director for the
Western  Region  (Regional  Director) is authorized to issue Orders to Cease and
Desist where a savings association has consented to the issuance of an order.

     NOW, THEREFORE, IT IS ORDERED that:

Cease and Desist.
-----------------
1. The  Association and its directors,  officers,  and employees shall cease and
desist from any action (alone or with others) for or toward,  causing,  bringing
about,  participating  in,  counseling,  or aiding  and  abetting  the unsafe or
unsound  practices  that  resulted in  deteriorating  asset  quality,  deficient
earnings, and inadequate capital at the Association.





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<PAGE>
Capital.
--------

2. By November 6, 2009,  the  Association  shall have and  maintain  "adequately
capitalized" status as defined at 12 C.F.R. ss. 565.4(b)(2).

3. By December 31, 2009, the Association shall meet and maintain a Tier One Core
Capital  Ratio of at least eight  percent  (8%) and a Total  Risk-Based  Capital
ratio of at least twelve percent (12%).

4. By October 30, 2009, the  Association  shall submit a written plan to address
how the  Association  will meet and  maintain  the  capital  ratios set forth in
Paragraph 3 of this Order (Capital Plan) to the Regional Director for review and
comment. The Capital Plan shall, at a minimum:

     (a) take into  consideration  the requirements and restrictions  imposed by
     this Order;

     (b) detail capital  preservation  and enhancement  strategies with specific
     narrative goals, which shall result in new equity and a capital infusion;

     (c)  consider  and address the amount of  additional  capital that would be
     necessary  to meet the capital  requirements  of  Paragraph 3 of this Order
     under different  forward-looking scenarios involving progressively stressed
     economic environments;

     (d) identify the specific sources of additional capital;

     (e) detail  timeframes by which the  additional  capital will be raised and
     provide specific target month-end capital levels;

     (f) provide  for  alternative  sources to  strengthen  capital,  should the
     primary  sources  identified  under  Paragraph  (d) of this  section not be
     available; and

     (g)  require  Management  to prepare  and  submit for Board  review at each
     regular  monthly  Board  meeting  a  written  report  on the  Association's
     compliance  with the Capital  Plan and the  Association's  current  capital
     levels and ratios (Capital Status Report).




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5.  Within  fifteen  (15) days of  receipt  of any  comments  from the  Regional
Director, the Board shall make the changes, if any, to the Capital Plan required
by the Regional Director.  Thereafter, the Board shall adopt and ensure that the
Association  implements and complies with the Capital Plan. Within five (5) days
of the Board meeting at which it was adopted,  the  Association  shall provide a
copy of the Capital Plan adopted by the Board to the Regional Director.

6. On the first (1st) and  fifteenth  (15th) of each month,  beginning  with the
month of December 2009, Senior Executive Officers(1)  (Management) shall provide
the Regional  Director  and the Board with written  updates on the status of the
steps  taken by the  Association  to  comply  with  the  Capital  Plan  (Capital
Updates).

7. Within thirty (30) days after the end of the month,  beginning with the month
of November 2009,  Management shall also provide monthly variance reports to the
Regional Director and the Board that describe the Association's  compliance with
the Capital Plan (Monthly  Capital Plan Variance  Reports).  The Monthly Capital
Plan  Variance  Reports  shall:  (a)  detail  actual  operating  results  versus
projected results; (b) include detailed explanations of any material deviations;
and (c) include a  description  of the specific  corrective  actions or measures
that have been implemented or are proposed to address each material deviation.

8. The Board's review of the Capital Updates,  the Monthly Capital Plan Variance
Reports and its evaluation of Management and the  Association's  compliance with
the elements of the Capital  Plan shall be  thoroughly  documented  in the Board
meeting minutes.  The Association  shall submit the Board meeting minutes to the
Regional Director within five (5) days of the Board meeting.




----------------------
(1) The term Senior Executive Officer is defined at 12 C.F.R. ss. 563.555.


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9. By  October  30,  2009,  the  Association  shall  prepare  and submit for the
Regional   Director's  review  and  comment  a  written  Contingency  Plan.  The
Contingency  Plan shall  detail  the  actions to be taken,  with  specific  time
frames,  to  achieve  one of the  following  results by the later of the date of
receipt  of all  required  regulatory  approvals  or sixty  (60) days  after the
implementation  of the  Contingency  Plan: (a) merger with, or  acquisition  by,
another federally insured depository  institution or holding company thereof; or
(b) voluntary  liquidation by filing an appropriate  application with the OTS in
conformity with federal laws and  regulations.  The Board shall make any changes
to the  Contingency  Plan required by the Regional  Director  within twenty (20)
days after  being  notified  of such  changes  and provide a copy of the revised
Contingency Plan to the Regional  Director.  The Association shall implement the
Contingency Plan at the direction of the Regional Director.

Allowance for Loan and Lease Losses.
------------------------------------

10. By November 30, 2009, the Association shall submit to the Regional Director
for review and comment a revised Allowance for Loan and Lease Loss Policy (ALLL
Policy) to ensure that the Association appropriately identifies and reports
ALLL. At a minimum, the ALLL Policy shall:

     (a) conform to generally  accepted  accounting  principles  and  applicable
     regulatory  requirements and guidance(2) and be appropriate for the size of
     the Association and the complexity of its loan portfolio; and

     (b) specifically  incorporate an appropriate  migration analysis to support
     loss factors for all Pass, Watch,  Special Mention and adversely classified
     asset categories.

11.  Within  fifteen  (15) days of  receiving  any  comments  from the  Regional
Director,  the Board shall make the changes, if any, to the ALLL Policy required
by the Regional Director.  Thereafter, the Board shall adopt and ensure that the
Association  implements and complies with the ALLL Policy.  Within five (5) days
of the Board meeting at which it was adopted,  the  Association  shall provide a
copy of the ALLL Policy adopted by the Board to the Regional Director.




----------------------
(2) See 12 C.F.R. ss. 560.160; Section 261 of OTS Examination Handbook (Adequacy
of Valuation  Allowances);  OTS CEO Letter No. 250: Interagency Policy Statement
on the  Allowance  for Loan and  Lease  Losses  And  Questions  and  Answers  on
Accounting for Loan and Lease Losses (2006 ALLL Policy  Statement);  and OTS CEO
Letter No. 304: ALLL - Observed Thrift Practices Including Sound Practices;  and
Statement of Financial Accounting Standards (SFAS) Nos. 5 and 114.


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Liquidity Policy.
-----------------

12. By November 30, 2009, the Association  shall submit to the Regional Director
a comprehensive  Liquidity  Policy.  The Liquidity Policy shall contain specific
Board strategies for ensuring that the Association maintains adequate short-term
and long-term  liquidity to withstand any  anticipated or  extraordinary  demand
against its funding base. At a minimum, the Liquidity Policy must include: (a) a
cash flow analysis that includes reasonable assumptions,  identifies anticipated
funding  needs and the sources of liquidity to meet those needs,  considers  the
level and maturity of brokered  deposits,  and  addresses  potential  contingent
liabilities;  and (b)  identification  of  alternative  funding  sources to meet
extraordinary  demands.  Such  alternative  funding sources must consider,  at a
minimum,  the selling of assets,  obtaining lines of credits from  correspondent
institutions,  recovering  charged-off  assets, and injecting  additional equity
capital.  Further,  the Liquidity  Policy shall  require  provision of liquidity
reports to the Board and the Regional  Director in a frequency  satisfactory  to
the Regional Director.

13.  Within  fifteen  (15) days of receipt  of any  comments  from the  Regional
Director,  the Board shall make the  changes,  if any, to the  Liquidity  Policy
required by the Regional Director.  Thereafter,  the Board shall ensure that the
Association  implements  and complies with the Liquidity  Plan.  Within five (5)
days of the Board meeting at which it was adopted, the Association shall provide
a copy of the Liquidity Plan adopted by the Board to the Regional Director.




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<PAGE>

14. Any request to modify the Liquidity  Plan shall be submitted to the Regional
Director for review and written non-objection at least thirty (30) days prior to
the proposed  date to implement  any such  modification.

Internal  Asset Review Policy.
------------------------------

15. By November 30, 2009, the Association  shall submit to the Regional Director
for review and comment a revised comprehensive Internal Asset Review Policy (the
IAR Policy) that is  commensurate  with the  Association's  size,  risk, and the
complexity of its lending and investment activities, that is consistent with the
requirements of OTS Chief Executive  Officer  Memorandum No. 140, 12 C.F.R.  ss.
560.160  and  OTS  Examination   Handbook  Section  260  to  ensure  the  timely
classifications  of assets,  and that is designed to focus on the  Association's
commercial lending and commercial loan portfolio.

16. To ensure the independence of the IAR function, the IAR Policy shall require
loan underwriting, servicing, and purchasing functions to be segregated from the
credit review function,  except for common oversight of all functions by members
of Management.

17. The IAR Policy shall, at a minimum,  require Management to conduct quarterly
reviews of classified  assets and to prepare  quarterly reports to the Board, to
be  submitted  in writing  within  forty-five  (45) days after the close of each
calendar  quarter,  beginning  with the  quarter  ending on December  31,  2009,
regarding the status and resolution of each  classified  asset.  The Board shall
conduct its review of the quarterly  reports  required by this Paragraph  within
thirty (30) days of receipt of the quarterly  reports from  Management.  The IAR
Policy shall require that the Board fully  document its review of the IAR Policy
results in the appropriate Board meeting minutes.

18.  Within  fifteen  (15) days of  receiving  any  comments  from the  Regional
Director,  the Board shall make the changes,  if any, to the IAR Policy required
by the Regional Director.  Thereafter, the Board shall adopt and ensure that the
Association implements and complies with the IAR Policy. Within five (5) days of
the Board meeting at which it was adopted,  the Association shall provide a copy
of the IAR Policy  adopted  by the Board to the  Regional  Director.




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<PAGE>
Classified Asset Reduction Plan.
--------------------------------

19. By November 30, 2009, the Association  shall submit to the Regional Director
a written  comprehensive  Classified Asset Reduction Plan that will return asset
quality to a level  acceptable to the Regional  Director and within a time frame
satisfactory  to the  Regional  Director.  At a minimum,  the  Classified  Asset
Reduction Plan shall include:

     (a) targets for the levels of classified assets as a percentage of Tier One
     Core Capital and ALLL and time frames for each such target;

     (b) a description of the manner and methods for reducing the  Association's
     level of classified assets to the targets set therein; and

     (c) all relevant  assumptions and projections and documentation  supporting
     such assumptions and projections.

20.  Within  fifteen  (15) days of receipt  of any  comments  from the  Regional
Director,  the Board shall make the  changes,  if any, to the  Classified  Asset
Reduction Plan required by the Regional  Director.  Thereafter,  the Board shall
adopt  and  ensure  that  the  Association  implements  and  complies  with  the
Classified  Asset Reduction  Plan.  Within five (5) days of the Board meeting at
which it was adopted,  the  Association  shall provide a copy of the  Classified
Asset Reduction Plan adopted by the Board to the Regional Director.

21. Any request to modify the Classified Asset Reduction Plan shall be submitted
to the Regional  Director for review and written  non-objection  at least thirty
(30) days prior to the proposed date to implement any such modification.




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<PAGE>

22.  Within  forty-five  (45) days  after the  close of each  calendar  quarter,
beginning  with the quarter  ending  December 31,  2009,  the Board shall review
quarterly   variance  reports  prepared  by  Management  on  the   Association's
compliance with the Classified Asset Reduction Plan (Quarterly  Classified Asset
Reduction Plan Variance Reports).  The Quarterly Classified Asset Reduction Plan
Variance  Reports  shall  include  actual  operating  results  versus  projected
results,  detailed  explanations of any material  deviations from the Classified
Asset  Reduction Plan, and a specific  description of the corrective  actions or
measures  that have been  implemented,  proposed or are under  consideration  to
correct any material deviation.

23. The Board shall provide the Regional  Director  with a copy of  Management's
Quarterly Classified Asset Reduction Plan Variance Reports and the Board meeting
minutes detailing the Board's review of the Quarterly Classified Asset Reduction
Plan Variance Reports,  including the  identification of any corrective  actions
adopted by the Board,  and the Board's  evaluation  and assessment of Management
and the Association's compliance with the Classified Asset Reduction Plan within
ten (10) days after the date of the Board  meeting at which the  Board's  review
was conducted.

Concentrations Risk Management Policy.
--------------------------------------

24. By November 30, 2009, the Board shall adopt a Concentrations Risk Management
Policy  that  provides  for  the  assessment,  monitoring,  and  control  of the
potential  concentrations  risks for all  assets  other than  conforming  Single
Family Residential (SFR) loans and for all funding sources,  including,  but not
limited  to,  brokered  deposits,  uninsured  deposits,  Federal  Home Loan Bank
advances, and other borrowings.  The Concentrations Risk Management Policy, at a
minimum, shall address:

     (a) the  identification  and quantification of the nature and level of risk
     presented by the concentrations;

     (b) specific policy limits by loan category, as a percentage of Tier 1 Core
     Capital  plus ALLL to  reflect  the level of risk  acceptable  to the Board
     based on the Association's market position,  historical  experience,  trade
     area,  probable future loan and funding  trends,  staff  capabilities,  and
     technological resources;




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<PAGE>

     (c) the  applicable  guidelines OTS CEO Letter No. 245,  entitled  "Updated
     Director's Responsibility Guide and Guide to Management Reports";

     (d) the  establishment  of a portfolio  management  process to evaluate the
     overall exposure to economic risk factors and to develop strategic plans to
     mitigate concentration risk in the event of adverse market conditions;

     (e)  appropriate  management  information  systems and data  collection  to
     generate Board and Management oversight reports;

     (f)  the  requirement  of  stress  tests  or  sensitivity  analyses  of the
     identified   concentrations   and  portfolio   segments  with  common  risk
     characteristics,  over  specific  time  periods,  to quantify the impact of
     changing  economic  scenarios  on  asset  quality,  earnings,  and  capital
     conditions, including, but not limited to, those affecting certain relevant
     industries or sectors on asset quality, earnings, and capital;

     (g) the development of a management  information system that stratifies the
     Association's  concentrations  by key factors used in delineating risks and
     establishment  of  internal   controls  to  monitor   compliance  with  the
     concentration limits;

     (h)  the   Board's   periodic   review  and   approval  of  limits  on  the
     concentrations;

     (i) internal controls and internal audit processes sufficient to assess the
     adequacy of the Association's concentration risk management; and

     (j)  a  specific  plan,   with   identified   timeframes,   to  reduce  the
     Association's existing exposure to commercial real estate loans.


25. Upon the adoption of the Concentrations Risk Management Policy by the Board,
the Board  shall  ensure  that  Association  implements  and  complies  with the
Concentrations Risk Management Policy.  Within five (5) days from the meeting at
which it was adopted,  the Board shall provide the Regional Director with a copy
of  the  Concentrations  Risk  Management  Policy  adopted  by the  Board  and a
certified copy of the Board meeting  minutes  reflecting the Board's  discussion
and action.





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Loan Underwriting.
------------------

26. By November 30, 2009, the Association  shall submit to the Regional Director
for review and comment an enhanced loan modification  policy to ensure that loan
modifications  are  done  prudently  and  in  a  safe  and  sound  manner  (Loan
Modification  Policy). The Loan Modification Policy shall provide, at a minimum,
that the:

     (a) loan files  adequately  document the analysis of the current  financial
     position of borrowers and guarantors,  if any, and the ability to repay the
     modified loan;

     (b)  loan  files  contain   appraisals/evaluations   that  meet  regulatory
     guidelines,  including  12  C.F.R.  Part 564 and OTS  Examination  Handbook
     Section 208, and are performed by qualified appraisers/evaluators that have
     been approved by the Association; and

     (c)  transactions  are  reviewed by  independent,  qualified  personnel  to
     determine that the modifications are appropriately classified and accounted
     for in accordance with Generally Accepted Accounting Principles.

27.  Within  fifteen  (15) days of  receiving  any  comments  from the  Regional
Director,  the Board shall make the  changes,  if any, to the Loan  Modification
Policy required by the Regional Director.  Thereafter, the Board shall adopt and
ensure  that  the  Association  implements  and  complies  with the  final  Loan
Modification  Policy.  Within five (5) days of the Board meeting at which it was
adopted,  the Association shall provide a copy of the Loan  Modification  Policy
adopted by the Board to the Regional Director.




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Investment Securities and Derivative Instrument Restrictions.
-------------------------------------------------------------

28.  Effective  immediately,  the Association  shall not purchase  securities or
derivative instruments, other than agency-backed securities or securities backed
with the full faith and  credit of the United  States  government,  without  the
prior written non-objection of the Regional Director.  The Association's written
request for written  non-objection  should be submitted to the Regional Director
at least thirty (30) days prior to the proposed  purchase of such  securities or
instruments together with the complete pre-acquisition analysis conducted by the
Association.

Schedule CMR Reporting.
-----------------------

29. Effective  immediately,  the Association shall have and maintain  sufficient
documentation to support the valuation of self-valued  securities as reported in
the Thrift  Financial  Report (TFR) - Schedule  CMR.  Such  documentation  shall
include,  at  a  minimum,   information  supporting  price  discovery  for  such
valuations from independent third-party pricing services or fully documented and
supported  results of the  Association's  internal  valuation  model.

Severance Payments.
-------------------

30. Effective  immediately,  the Association shall not make any golden parachute
payment(3) or prohibited indemnification payment(4) unless, with respect to each
such payment,  the Association  has complied with the  requirements of 12 C.F.R.
Part 359.

Directorate and Management Changes.
-----------------------------------

31.  Effective  immediately,   the  Association  shall  comply  with  the  prior
notification requirements for changes in directors and Senior Executive Officers
set forth in 12 C.F.R. Part 563, Subpart H.




----------------------
(3) The term "golden parachute payment" is defined at 12 C.F.R. ss 359.1(f).
(4) The term "prohibited indemnification payment" is defined at 12 C.F.R.
    ss 359.1(l).

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<PAGE>
Compensation.
-------------

32. Effective immediately,  the Association shall not enter into, renew, extend,
or revise any contractual  arrangement  relating to compensation or benefits for
any Senior  Executive  Officer or Director of the  Association,  unless it first
provides the Regional Director with not less than thirty (30) days prior written
notice of the proposed  transaction.  The notice to the Regional  Director shall
include a copy of the proposed employment contract or compensation  arrangement,
or a detailed written description of the compensation  arrangement to be offered
such Officer or Director,  including  all  benefits and  perquisites.  The Board
shall  ensure that any  contract,  agreement,  or  arrangement  submitted to the
Regional  Director fully complies with the  requirements of 12 C.F.R.  Part 359.

Third-Party Contracts.
----------------------

33. Effective immediately,  the Association shall not enter into any arrangement
or contract with a third party that is significant  to the overall  operation or
financial  condition  of the  Association  or outside the  Association's  normal
course of business unless, with respect to each such contract,  Association has:
(a) provided  Regional Director with a minimum of thirty (30) days prior written
notice of such  arrangement or contract;  (b) determined that the arrangement or
contract complies with the standards and guidelines set forth in Thrift Bulletin
82a (TB 82a); and (c) received written notice of non-objection from the Regional
Director.

Transactions with Affiliates.
-----------------------------

34. Effective  immediately,  the Association shall not engage in any transaction
with an affiliate unless, with respect to each such transaction, the Association
has  complied  with  the  notice   requirements  set  forth  in  12  C.F.R.  ss.
563.41(c)(4),  which shall include the  information  set forth in 12 C.F.R.  ss.
563.41(c)(3).  The Board shall ensure that any transaction with an affiliate for
which  notice  is  submitted  pursuant  to this  Paragraph,  complies  with  the
requirements  of 12 C.F.R.  ss.  563.41 and  Regulation  W, 12 C.F.R.  Part 223.




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Brokered Deposits Restriction.
------------------------------

35. Effective immediately, the Association shall comply with the requirements of
12  C.F.R.  ss.  337.6(b)  and shall  not:  (a)  accept,  renew or roll over any
brokered deposit, as that term is defined at 12 C.F.R. ss.  337.6(a)(2);  or (b)
act as a deposit broker,  as that term is defined at 12 C.F.R. ss.  337.6(a)(5).

Growth Restriction.
-------------------

36. Effective  immediately,  the Association shall not increase its total assets
during any  quarter in excess of an amount  equal to net  interest  credited  on
deposit liabilities during the prior quarter without the prior written notice of
non-objection of the Regional Director.

Dividend Restriction.
---------------------

37. Effective  immediately,  the Association  shall pay no dividends or make any
other capital  distributions,  as that term is defined in 12 C.F.R. ss. 563.141,
without receiving the prior written non-objection of the Regional Director.  The
Association's  written request for written  non-objection should be submitted to
the Regional Director at least thirty (30) days prior to the anticipated date of
the  proposed  dividend  payment or  distribution  of capital.

Effective  Date, Incorporation of Stipulation.
----------------------------------------------

38. This Order is  effective on the  Effective  Date as shown on the first page.
The  Stipulation  is  made a part  hereof  and is  incorporated  herein  by this
reference.

Duration.
---------

39. This Order shall remain in effect until terminated,  modified,  or suspended
by  written  notice  of such  action  by the  OTS,  acting  by and  through  its
authorized representatives.




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Time Calculations.
------------------

40.  Calculation of time limitations for compliance with the terms of this Order
run from the  Effective  Date and  shall  be  based  on  calendar  days,  unless
otherwise noted.

41. The Regional Director, or an OTS authorized  representative,  may extend any
of the deadlines set forth in the provisions of this Order upon written  request
by the Association that includes reasons in support for any such extension.  Any
OTS extension shall be made in writing. Submissions and Notices.

42. All submissions,  including any reports,  to the OTS that are required by or
contemplated by this Order shall be submitted within the specified timeframes.

43.  Except  as  otherwise   provided   herein,   all   submissions,   requests,
communications,  consents or other documents  relating to this Order shall be in
writing and sent by first-class  U.S. mail (or by reputable  overnight  carrier,
electronic  facsimile  transmission or hand delivery by messenger)  addressed as
follows:

        (a)     To the OTS:
                -----------

                C.K. Lee, Regional Director
                Office of Thrift Supervision, Western Region
                225 E. John Carpenter Freeway, Suite 500
                Irving, TX 75062-2326

                With a copy to:
                ---------------

                Tony Jardieu, Assistant Director
                Office of Thrift Supervision, Western Region
                225 E. John Carpenter Freeway, Suite 500
                Irving, TX 75062-2326

        (b)     To the Association:
                -------------------

                Craig J. Cerny, Chairman
                Los Padres Bank
                610 Alamo Pintado Road
                Solvang, CA 93463




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No Violations Authorized.
-------------------------

44. Nothing in this Order or the Stipulation  shall be construed as allowing the
Association,  its Board,  officers,  or employees to violate any law,  rule,  or
regulation.

IT IS SO ORDERED.


                                           OFFICE OF THRIFT SUPERVISION


                                           By: /s/
                                               ---------------------------------
                                               C.K. Lee
                                               Regional Director, Western Region

                                           Date: See Effective Date on page 1





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