EXHIBIT 10(jjj)

                                AMENDMENT No. 2

         This Amendment No. 2 is made effective as of August l, 2004 by and
between THE MCCONNELL FOUNDATION, a California nonprofit corporation, as
Landlord, and NORTH VALLEY BANK, as Tenant.

     1.  Recitals. This Amendment No. 2 is made with reference to the following
         facts and objectives:

                  a) Landlord and Tenant entered into a written lease dated
                  October 1, 2002, (the "Lease"), in which Landlord leased to
                  Tenant and Tenant leased from Landlord, the Premises located
                  in the City of Redding, County of Shasta, California, commonly
                  known as 18281844 Park Marina Drive consisting of 8,660 square
                  feet (the "Premises"). Subsequently, on July 24, 2003 Landlord
                  and Tenant executed Amendment No. l which served to
                  incorporate suite 1852 Park Marina Drive into Premises for a
                  Total Premises square footage of approximately 10,410.

     2.  Premises. The Premises shall now include 1816 and 1820 Park Marina
         Drive consisting of approximately 2313 square feet. Total Premises
         square footage to be approximately 12,723.

     3.  Fixed Rent. Fixed rent will increase from $7,287.00 per month to
         $8,906.10 per month commencing August 1, 2004. Sum of Fixed Rent is
         subject to increase at the rate of 3%, per year, each year on the 1st
         day of October, and continuing during the term.

     4.  Tenant Improvements. 1820 and 1816 Park Marina Drive to be delivered to
         North Valley Bank in as-is condition. Upon taking possession of 1820
         and 1816 Park Marina Drive, any improvement, alterations or additions
         shall be at the sole cost of Tenant. All alterations, additions or
         changes to the Premises require the supervision of a competent
         architect or competent licensed structural engineer and made in
         accordance with plans and specifications with respect thereto, approved
         in writing by Landlord prior to the commencement of work. Tenant's
         contractor shall maintain all insurance reasonably required by
         Landlord. In no event shall there be any liens placed against the
         Property by the Tenant's contractor, workman, or material men, without
         Landlord's prior written consent. Tenant shall submit to Landlord
         copies of paid invoices, contractor lien releases and permits upon
         completion. Tenant shall abide by all terms of the Lease pertaining to
         Tenant Improvements and Alterations.

     6.  Americans with Disabilities Act. In the event that as a result of
         Tenant's Improvements, Tenant's use, or intended use, of the Premises
         the Americans with Disabilities Act or any similar law requires
         modifications or construction or installation of improvements in or to
         the Premises and/or Common Areas, the Parties agree that such
         modifications, construction or improvements shall be made at Tenant's
         expense.

     7.  Effectiveness of Lease. Except as set forth in Amendment No. 2, all
         provisions of the Lease shall remain unchanged and in full force and
         effect.

     8.  Conflict of Terms. In the event of any conflict between the provisions
         of the Lease and this Amendment No. 2, the provisions of this Amendment
         No. 2 shall prevail.

LANDLORD:
THE MCCONNELL FOUNDATION, a California non-profit corporation

By:  /s/ JOHN MANCASOLA                             Date:      8/11/04
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     John Mancasola, Executive Vice-President


TENANT:
NORTH VALLEY BANK

/s/ JACK RICHTER                                    Date:      8-9-04
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Jack Richter, Chief Operations Officer