STOCK

                              ACQUISITION AGREEMENT

                                  BY AND AMONG

                             SAN JOSE NATIONAL BANK,

                              ASTRA FINANCIAL INC.

                                       And

                                THOMAS D. GRIFFIN







                             Dated November 17, 1995




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                                    I N D E X


SECTION 1. ACQUISITION; CLOSING............................................... 1

(a) Acquisition............................................................  . 1


(b) Closing Date.........................................................  ... 1

(c) Actions at Closing...................................................  ... 2

SECTION 2. PURCHASE PRICE..................................................... 2

(a) Purchase Price........................................................  .. 2

(b) Payment of Cash Purchase Price........................................  .. 2

(c) Contingent Purchase Price............................................  ... 2

(d) Nonperforming Accounts Holdback.....................................  .... 3

SECTION 3. 

REPRESENTATIONS AND WARRANTIES OF ESSENTIAL FACTS CONCERNING THE COMPANY.......4

(a) Organization and Existence of the Company................................. 4

(b) Organizational Documents, Minutes and Stock Register...................... 4

(c) Capitalization............................................................ 5

(d) Financial Statements and Tax Returns...................................... 5

(e) Accounts Receivables and Reserves......................................... 5

(f) Undisclosed Liabilities................................................... 6

(g) No Accounts Held Back..................................................... 6

(h) No Adverse Changes; Conduct of Business in Normal Course.................. 6

(i) Properties and Assets..................................................... 7

(j) Litigation and Compliance with Laws....................................... 7

(k) Significant Contracts..................................................... 8

(l) Additional Schedules...................................................... 8

(m) No Defaults............................................................... 9

(n) Taxes..................................................................... 9


(o) Employee Benefit Plans................................................... 10

(p) Environmental Liability.................................................. 10

(q) Authorization of Transactions............................................ 10

(r) Disclosure............................................................... 11

SECTION 4.

REPRESENTATIONS AND WARRANTIES OF ESSENTIAL FACTS CONCERNING THE BANK....... 11

(a) Corporate Existence...................................................... 11

(b) Authorization of Transactions............................................ 11

(c) Disclosure............................................................... 12

SECTION 5. AGREEMENTS PENDING THE CLOSING.................................... 12

(a) Conduct of Business...................................................... 12

(b) Confidentiality and Access to Information................................ 13

(c) Regulatory Approvals, Tax Clearance, Cancellation of Lease............... 13

(d) Business Relations and Publicity......................................... 14

(e) Financial Statements..................................................... 14

(f) Best Efforts............................................................. 14

(g) No Conduct Inconsistent with this Agreement.............................. 14

(h) Tax Verification Forms................................................... 15

SECTION 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BANK................... 15

(a) Representations and Warranties of Essential Facts; Performance of
    Agreements............                                         .......... 15

(b) Closing Certificate...................................................... 15

(c) Regulatory Approvals..................................................... 16

(d) Trial Balance............................................................ 16

(e) No Litigation............................................................ 16

(f) Opinion of Counsel....................................................... 16

(g) No Adverse Changes....................................................... 18

(h) Consents and Permissions................................................. 18

(i) Estoppel Certificate..................................................... 18

(j) Officers and Directors................................................... 18

(k) Other Documents.......................................................... 18


<PAGE>


SECTION 7. 

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND SHAREHOLDER........... 19

(a) Representations and Warranties of Essential Facts; Performance of
    Agreements............................................................... 19

(b) Closing Certificate.......................................................19

(c) Regulatory Approvals......................................................19

(d) No Litigation.............................................................19

(e) Opinion of Counsel........................................................20

(f) Other Documents...........................................................20

(g) Funds Delivered...........................................................20

SECTION 8. SURVIVAL OF REPRESENTATIONS AND INDEMNITY......................... 21

(a) Survival of Representations...............................................21

(b) Indemnification by the Shareholder........................................21

(c) Indemnification by the Bank...............................................22

(d) Time Period Limitations...................................................22

SECTION 9. OBLIGATIONS AFTER CLOSING......................................... 23

(a) Non-Competition...........................................................23

(b) Employment Agreement......................................................23

(c) Confidentiality...........................................................23

(d) Additional Documents......................................................23

SECTION 10. GENERAL.......................................................... 23

(a) Confidential Information................................................. 23

(b) Nonassignment............................................................ 24

(c) Termination.............................................................. 24

(d) Expenses................................................................. 24

(e) Notices.................................................................. 24

(f) Brokerage and Finders' Fees; Indemnification............................. 25

(g) Breach and Non-Performance of Conditions................................. 25

(h) Counterparts............................................................. 26

(i) Entire Agreement......................................................... 26

(j) Severability............................................................. 26

(k) Amendments............................................................... 26

(l) Extension; Waiver........................................................ 26

(m) Arbitration.............................................................. 27

(n) Governing Law............................................................ 27




<PAGE>




                           STOCK ACQUISITION AGREEMENT

         THIS STOCK  ACQUISITION  AGREEMENT  (this  "Agreement") is entered into
this 17 day of November,  1995, by and among SAN JOSE NATIONAL  BANK, a national
bank  (the  "Bank"),   ASTRA  FINANCIAL  INC.,  a  California  corporation  (the
"Company")  and THOMAS D.  GRIFFIN,  the sole  shareholder  of the Company  (the
"Shareholder").

         WHEREAS, this Agreement provides for the acquisition by the Bank of all
of the outstanding common shares of the Company from Shareholder for cash;

         WHEREAS,  the Shareholder  owns of record and  beneficially  all of the
issued and  outstanding  shares of capital stock of the Company and desires that
the Acquisition occur; and

         WHEREAS,  the boards of  directors of the Bank and the Company deem the
transactions  contemplated by this Agreement desirable and in the best interests
of their respective shareholders.

         NOW THEREFORE, the parties hereby covenant and agree as follows:

         SECTION 1.  ACQUISITION; CLOSING.

          (a) Acquisition.  The Bank agrees to buy and the Shareholder agrees to
sell all of the outstanding  shares of the Company, in accordance with the terms
 and provisions of this Agreement.

         (b) Closing Date. The consummation of the transactions  contemplated by
this Agreement shall take place at a closing (the "Closing") no more than twenty
(20) days after  receipt of all  approvals,  expiration  of all waiting  periods
after prior notice of the transactions  contemplated hereby that may be required
under Federal law and any other applicable law, and receipt of tax clearance for
the Company from the California Franchise Tax Board (the "Closing Date"). In the
event that any motion for  rehearing  or any appeal  from the  decision  of such
regulatory  authority,  or any  litigation of the type  contemplated  by Section
6(e), is filed,  the Bank may postpone the Closing by written  notice until such
approval is obtained or such motion, appeal or litigation is resolved.

         (c) Actions at Closing.  At the Closing the parties shall  exchange the
various documents  contemplated hereby and the Bank shall pay the portion of the
Cash Purchase Price (as such term is hereinafter  defined)  specified in Section
2(b) to the  Shareholder  as holder  of all the  common  shares  of the  Company
outstanding  immediately prior to the Closing Date. The Closing shall take place
at 10:00  a.m.,  local  time,  on the  Closing  Date at the  offices of San Jose
National Bank, at 1 North Market Street, San Jose, California,  or at such other
time, date or place, or any of them, as the parties may agree.

         SECTION 2.  PURCHASE PRICE.

         (a) Purchase Price. The aggregate  purchase price for all of the shares
of  stock  of  the  Company  shall  be  Five  Hundred  Sixty  Thousand   Dollars
($560,000.00) (the "Cash Purchase Price"),  plus the Contingent  Purchase Price,
if any, described in paragraph (c) below.

          (b) Payment of Cash Purchase Price. Payment of the Cash Purchase Price
to the  Shareholder  shall be in the form of readily available funds which shall
 be  delivered  as follows:  $50,000 at the  Closing, and $510,000 on January 4,
 1996,  which payments shall be  subject to the  holdback,  if any, described in
 paragraph (d) below.

         (c) Contingent  Purchase  Price. In addition to the Cash Purchase Price
specified  above,  the  Bank  shall  pay  to  Shareholder  a  one-time  deferred
Contingent  Purchase Price within 60 days following the one year  anniversary of
the Closing.

                  (1) The amount of the Contingent  Purchase Price will be based
upon the  Average  Monthly  Increase  in the  Astra  Portfolio,  as  defined  in
subparagraph  (c)(3) and (c)(4)  below,  starting  either (a) with the  calendar
month in which the Closing  occurs,  if the Closing occurs on or before the 15th
of the month, or (b) with the calendar month following the Closing, in all other
cases, and in either event continuing for eleven more calendar months,  assuming
the Employment Agreement between the Bank and Shareholder referred to in Section
9(b)  does not  terminate  early.  In the  event  the  Employment  Agreement  is
terminated  prior to the end of the twelve month period referred to in the prior
sentence,  the  amount of the  Contingent  Purchase  Price  will be based on the
Average Monthly Increase, starting with the month of the Closing and ending with
the month in which the Employment Agreement is terminated.

                  (2)  The  Contingent  Purchase  Price  will  be  based  on the
following formula: for each $1,000 by which the Average Monthly Increase exceeds
$20,000, Shareholder will receive a Contingent Purchase Price of $3,500, up to a
total  Contingent  Purchase  Price of $280,000;  provided  however,  that if the
Employment  Agreement referred in Section 9(b) is terminated prior to the end of
the twelve month period referred to in paragraph 2(c)(1),  the Shareholder shall
receive a Contingent  Purchase Price equal to the amount determined by the above
formula,  times the number of months over which the average was  determined  and
divided by twelve (12).  Schedule  2(c)(2) to this Agreement sets forth examples
of calculation of the Contingent  Purchase Price for various  amounts of Average
Monthly Increases.

                  (3) The "Astra  Portfolio"  for purposes of this paragraph (c)
shall consist of all the Accounts  Receivable in the Company's  portfolio at the
Closing, plus (a) any new Accounts Receivable generated by Shareholder,  and (b)
any new Accounts  Receivable  from customers  located in New Mexico,  during the
times specified in paragraph 2(c)(1) above.

                  (4)  The  "Average  Monthly  Increase"  for  purposes  of this
paragraph (c) shall consist of the average monthly  increases  calculated as set
forth below. For the first month, the monthly increase (hereinafter,  the "First
Monthly Increase") is equal to (1) the Accounts Receivable of the Company at the
Closing,  less  $1,800,000 and those Accounts  Receivable that have been written
off prior to the Closing or subject to the  holdback  under  section 2(d) below;
plus (2) any  change in the Astra  Portfolio  since  the  Closing;  less (c) any
Accounts  Receivable  that  had  been in (1) or (2) but  have  been  paid off or
written off since the Closing.  For all subsequent  months, the monthly increase
shall consist of (3) the average daily balance of the Astra Portfolio,  as taken
from the daily Client Summary Reports for the month; less (4) either (x) for the
second month, the First Monthly Increase plus $1,800,000, or (y) for every other
month,  the average  daily  balance of the Astra  Portfolio for the prior month;
plus (5) any accounts receivable subject to the holdback under section 2(d) that
are paid during the month.  All Accounts  Receivable  generated  by  Shareholder
shall be subject to existing SJNB Financial Services underwriting criteria.

         (d) Nonperforming  Accounts Holdback. The Bank shall hold back from the
amount of the cash purchase  price  required to be delivered to the  Shareholder
the total amount, if any, of Astra's  outstanding  Accounts  Receivable (1) that
are over  ninety  (90) days past due;  (2) for which the  account  debtors  have
indicated  either an  inability  or  unwillingness  to pay the  invoice  and the
customer has insufficient reserves to cover the potential charge-back;  (3) that
are  determined  to be invalid for any reason;  (4) that are  determined to have
defective  lien  priority  status;  or (5) that  have any  contingencies  in the
invoice payment amount or as to which Astra or Griffin have received information
indicating  that the account debtor asserts a counterclaim or offset reduces the
amount owed. The amount of the holdback shall be determined by the parties based
on reviews of the Accounts  Receivables as of two (2) business days prior to the
Closing.  All Accounts  Receivables  subject to the holdback  will be identified
prior to the Closing,  and no Accounts  Receivables can be added to the holdback
after the Closing. In the event that the holdback exceeds Seventy-Five  Thousand
Dollars  ($75,000),  either  Griffin or the Bank may  terminate  this  Agreement
pursuant to Section 10(c) of the  Agreement.  When the Bank receives  payment of
any account  receivable  that is subject to this  holdback,  such funds shall be
paid to the  Shareholder,  together with interest on such funds from the Closing
until  such  payment  at the rate of  interest  charged  by the  Company on such
account prior to the Closing.

         SECTION 3. REPRESENTATIONS AND WARRANTIES OF ESSENTIAL FACTS CONCERNING
THE COMPANY.  This Agreement is entered into by the Bank upon the understanding,
and the Company and the  Shareholder  represent and warrant,  that the following
statements  of  Essential  Facts  are  true  and  correct  on the  date  of this
Agreement:

         (a)  Organization  and  Existence  of the  Company.  The  Company  is a
California corporation duly chartered,  organized,  validly existing and in good
standing under the laws of the State of California,  and is duly  authorized and
has full  power to own its  properties  and carry on its  business  as now being
conducted.  The Company  does not have any  subsidiaries.  The Company has never
used any fictitious business names.

         (b) Organizational  Documents,  Minutes and Stock Register. The Company
has furnished the Bank copies of its Articles of Incorporation as filed with the
California  Secretary  of State and its  bylaws,  in each case as amended to the
date hereof,  and such other  documents  relating to the Company's  authority to
conduct its business as the Bank has requested.  All such documents are complete
and correct. The minute books and stock register of the Company are complete and
correct in all  material  respects  and  accurately  reflect  all  meetings  and
consents of the organizers, incorporators,  shareholders, Board of Directors and
committees  of the Board of  Directors  of the Company and all  transactions  of
record in its capital stock  occurring  since the  Shareholder's  acquisition of
control of the Company and, to the best of the  Shareholder's  knowledge,  since
the Company's initial organization, except as set forth in Schedule 3(b).

         (c)  Capitalization.  The  authorized  capital  stock  of  the  Company
consists of one thousand  (1000) shares of Common Stock,  no par value, of which
one hundred sixty-seven (167) shares are issued and outstanding,  have been duly
and validly authorized and issued and are fully paid and nonassessable,  and all
such shares are owned by the  Shareholder  free and clear of any liens,  claims,
encumbrances  or rights of others.  Except for the rights of the Bank under this
Agreement and as set forth in Schedule 3(c),  there are no options,  agreements,
contracts or other rights in existence for any person  (natural or otherwise) to
purchase or acquire  from the Company or the  Shareholder  any shares of capital
stock or other  securities  or rights of the  Company,  whether now or hereafter
authorized or issued.

         (d) Financial Statements and Tax Returns. (1) The Company has furnished
the Bank true and  complete  copies of the  Balance  Sheets of the Company as of
December  31,  1992,  1993 and 1994 and Income  Statements  for the years  ended
December  31, 1992,  1993 and 1994,  together  with the report on the  Financial
Statements  for 1993 by Tom L. Hall,  C.P.A.,  independent  accountants  for the
Company. The Company has also furnished the Bank true and complete copies of its
Balance Sheets and Income Statements for each month ended subsequent to December
31, 1994 through September 30, 1995. The Company's Balance Sheet as of September
30,  1995  is  herein  referred  to as the  "Last  Balance  Sheet."  Each of the
foregoing  financial  statements has been prepared in accordance  with generally
accepted  accounting  principles  applied  on a basis  consistent  with  that of
preceding  periods,  and together  with the notes  thereto,  present  fairly the
financial  condition  and results of  operations of the Company at the dates and
for the periods shown.

                  (2)..The  Company  has  furnished  the Bank true and  complete
copies of its  Federal  and state tax returns for the years 1992, 1993 and 1994.

         (e) Accounts  Receivables  and Reserves.  To the best  knowledge of the
Company and the Shareholder, all accounts receivables, factoring commitments, or
other  financial  accommodations  or  arrangements  or evidences of indebtedness
reflected in the Last Balance Sheet,  together with any and all security held as
collateral  therefor,  are valid,  genuine and subsisting and are enforceable in
accordance with their terms, except as limited by antideficiency,  bankruptcy or
insolvency  laws. The allowances for losses  reflected in the Last Balance Sheet
is adequate,  to the best knowledge of the Company and the Shareholder as of the
date of this  Agreement  and as of the  Closing,  in all  material  respects  to
provide  for  probable  losses  on  outstanding  accounts  receivables,  net  of
recoveries,  other than the accounts receivable that are subject to the holdback
pursuant to paragraph 2(d) of this Agreement.  There are no accounts  receivable
past due  more  than 60 days or  similar  credits  other  than as  disclosed  in
Schedule 3(e).

         (f)  Undisclosed  Liabilities.  The Company  does not have any material
liabilities,  whether accrued,  absolute,  contingent or otherwise,  existing or
arising out of any  existing or prior  transactions  or state of facts except as
and to the extent  (1)  disclosed,  reflected  or  reserved  against in the Last
Balance  Sheet,  (2)  arising  under  contracts,  commitments,  transactions  or
circumstances identified in the schedules provided for herein, (3) identified in
Schedule 3(f), and (4) incurred in the ordinary course of banking business after
the date of the Last Balance Sheet.

         (g) No  Accounts  Held Back.  The  Accounts  Receivable  of the Company
include all  sources of  business  that have been  negotiated,  committed  to or
agreed upon prior to the date of this  Agreement and there have been no accounts
or customer relationships held back for funding after the Closing. There are not
a significant  amount of accounts or customer  relationships that are being held
back and not committed,  finally agreed to or funded by the Company  pending the
Closing.  Schedule 3(g) shows all customers and potential customers and accounts
with whom the Company is currently  negotiating to purchase accounts receivable,
but from whom accounts receivable have not been acquired.

         (h) No Adverse  Changes;  Conduct of Business in Normal  Course.  Other
than as  specifically  disclosed in Schedule 3(h), the financial  statements and
schedules  delivered  pursuant to this  Agreement,  there has not  occurred  any
material  adverse  change  since  the date of the  Last  Balance  Sheet,  or any
condition  (other than  general  economic  or  competitive  conditions),  event,
circumstance,  fact or other  occurrence,  whether occurring before or since the
date of the Last  Balance  Sheet,  that may  reasonably  be  expected to have or
result in such a  material  adverse  change  in the  business,  income,  assets,
liabilities,  prospects,  operations,  properties or financial  condition of the
Company.  The  business of the Company  has,  since the date of the Last Balance
Sheet, been conducted only in the ordinary and usual course consistent with past
practice.

         (i) Properties and Assets.  The assets of the Company  reflected in the
Last Balance  Sheet,  identified  in this  agreement or listed in the  schedules
provided for herein include (1) all of the material assets owned by the Company,
except for those  subsequently  disposed of by the Company for fair value in the
ordinary  course of  business  and (2) all of the  material  assets  used by the
Company in its  business.  Except as  disclosed  in Schedule  3(i)(1),  all such
assets  are  owned  by  the  Company  free  and  clear  of  any  liens,  claims,
encumbrances  or rights of others  except  for normal  and  customary  rights of
customers of the Company arising in the ordinary course of banking  transactions
and  except  as  otherwise  disclosed  in the  schedules  provided  for in  this
agreement. The Company leases all real property used by it in the conduct of its
business  under a lease,  a true and correct copy of which has been furnished to
the Bank (the "Real Estate  Lease").  All  certificates,  licenses,  and permits
required for the lawful use and  occupancy of such real  property by the Company
have been  obtained  and are in full force and  effect.  All  material  tangible
personal property owned by the Company or used by the Company in its business is
listed in Schedule  3(i)(2).  All of such  property is insured  against loss for
customary risks and in customary amount.

         (j)  Litigation  and  Compliance  with  Laws.  Except as  disclosed  in
Schedule 3(j)(1), to the best knowledge of the Company and the Shareholder,  the
Company is in compliance in all material  respects with all applicable  federal,
state,  county and  municipal  laws and  regulations  (1) that  regulate  or are
concerned  in any way with the  business of  accounts  receivable  financing  or
factoring,  or (2) that otherwise  relate to or affect the business or assets of
the Company or the assets owned,  used or occupied by it. Except as disclosed in
the  Schedule  3(j)(2),  there are no claims,  actions,  suits,  or  proceedings
pending, or, to the best knowledge of the Company or the Shareholder, threatened
or contemplated  against, or adversely affecting the Company or its directors or
officers  (in their  capacities  as such),  at law or in  equity,  or before any
federal,  state,  municipal  or other  governmental  authority,  or  before  any
arbitrator or arbitration panel, whether by contract or otherwise,  and there is
no decree, judgment or order of any kind in existence against or restraining the
Company, or any of its officers, employees or directors, from taking any actions
of any kind in connection with the business of the Company.  Except as disclosed
in Schedule 3(j)(3),  the Company has not received from any regulatory authority
any cease and desist order, other order, memorandum of understanding, agreement,
criticism,  recommendation or suggestion of a material nature, and has no reason
to believe that any such order, memorandum, agreement, criticism, recommendation
or suggestion is contemplated,  concerning the Company's business practices that
have not been resolved to the reasonable satisfaction of such authority.

         Significant   Contracts.   The  following   schedules   completely  and
accurately sets forth every contract, commitment or arrangement (whether written
or oral) of a material  nature  under which the Company is obligated on the date
hereof:

                  (1). Schedule  3(k)(1): all employment  contracts,  consulting
arrangements,  and  contracts  for professional and other services;

                  (2)..Schedule 3(k)(2):  all leases of real estate  or personal
property;

                  (3)..Schedule 3(k)(3):  all  conditional  sales contracts  and
security  agreements for the acquisitionof personal property;

                  (4)..Schedule 3(k)(4): all pension,  retirement, compensation,
profit sharing, insurance or similar plans or  arrangements for  the  benefit of
employees (hereinafter referred to as "Employee Benefit Plans");

                  (5)..Schedule 3(k)(5): all union and other labor contracts;and

                  (6)..Schedule  3(k)(6): each other material  contract to which
the  Company  is a  party or  under  which it is obligated, other than contracts
described or listed in other schedules.

         (l)  Additional  Schedules.  The  following  additional  schedules  are
accurate and complete:  (1) Schedule 3(l)(1): an Accounts  Receivable  Schedule,
describing all accounts receivable,  factoring  commitments,  or other financial
accommodations or arrangements or evidences of indebtedness,  whether written or
oral,  including  modifications  or amendments  thereof,  and including any such
accounts  receivables that the Company has written off prior to the date hereof,
extended  by  the  Company  to or for  the  benefit  of  others  (the  "Accounts
Receivables"); (2) Schedule 3(l)(2): a Real Estate Schedule, describing all real
estate  owned  (including  other real estate  owned  ("OREO"))  or leased by the
Company  as of the date of this  Agreement,  or which is the  subject of pending
foreclosure  proceedings  by the Company,  indicating  in each case whether such
real estate is improved and the nature of any material  encumbrances  or defects
of  title;  (3)  Schedule  3(l)(3):  a  Securities  Schedule  of all  investment
securities owned by the Company,  if any, as of the month end preceding the date
of this Agreement;  (4) Schedule 3(l)(4): an Insurance Schedule,  describing all
policies of  insurance  as of the date of this  Agreement  (other than  policies
covering collateral for accounts  receivables and other loans by the Company) in
which the Company is named as an insured  party,  which  otherwise  relate to or
cover  any  assets or  properties  of the  Company  or which is  carried  by the
Company;  and (5) Schedule 3(l)(5):  a Subordinated  Note Schedule,  providing a
listing of the names and  address of all holders of the  Company's  Subordinated
Notes  and the  forms of notes  and  agreements  with  all  such  holders.  Such
schedules are complete and correct in all material respects.

         (m) No Defaults.  Other than as set forth in Schedule 3(m), the Company
has fulfilled and taken all action reasonably  necessary to date to enable it to
fulfill  when  due,  its  obligations  under  all  contracts,   commitments  and
arrangements  to which it is a party,  and there have not occurred,  to the best
knowledge of the Company and the  Shareholder,  any  material  defaults or other
events that, with the lapse of time or election of any other party,  will become
material  defaults  by the  Company  under any such  contracts,  commitments  or
arrangements.

         (n) Taxes.  All federal,  state, and local income,  franchise,  excise,
real and personal property,  employment and other material tax reports, returns,
declarations and information statements  (collectively,  the "Returns") required
to be filed on or prior to the date hereof have been filed. The Company has paid
or has accrued or otherwise  adequately  reserved in the Last  Balance  Sheet in
accordance with generally accepted accounting  principles for the payment of all
taxes and other charges (including interest, additions and penalties),  required
to be paid in respect of the  periods  covered by such  Returns.  No issues have
been raised (or are currently  pending) by the Internal  Revenue  service or any
other  taxing  authority  in  connection  with any of the  Returns  which  could
reasonably  be  expected  to have a  material  adverse  effect on the  financial
condition  of the  Company,  nor,  to the best  knowledge  of the Company or the
Shareholder,  are there any such issues  which have not been so raised but if so
raised  by the  Internal  Revenue  Service  or any  other  taxing  authority  in
connection  with any of such Returns  could  reasonably be expected to have such
material  adverse effect.  All returns  covering periods through the fiscal year
ended December 31, 1994 have been filed,  and no consent to any extension of the
period of  limitations  applicable to the assessment or collection of any tax is
in effect.

         (o) Employee  Benefit Plans.  Except as set forth on Schedule 3(o), the
Company  has no  employee  benefit  plans  that  are  subject  to  the  Employee
Retirement  Income  Security Act of 1974,  as amended,  and it is not  obligated
under  nor is it a  sponsor  of,  party or  contributor  to any  profit-sharing,
deferred  compensation,  bonus, stock option,  stock ownership,  stock purchase,
pension, retainer,  employment,  consulting,  retirement,  welfare, or incentive
plan or agreement,  or any plan or agreement  providing for "fringe benefits" to
its  employees,  including,  but not limited to,  vacation,  sick leave,  salary
continuation,  service awards, severance pay, welfare, medical, hospitalization,
disability, life insurance, other insurance plans, or related benefits.

         (p)  Environmental  Liability.  Except as set forth in  Schedule  3(p),
there are no actions, suits,  proceedings or orders involving the Company or any
of its assets, that are pending, or, to the best knowledge of the Company or the
Shareholder,  threatened as the result of any asserted failure of the Company to
comply  with any  requirement  of  federal,  state,  or local law or  regulation
relating to  hazardous,  toxic or polluting  substances,  or the  protection  of
health or the environment.  None of the property owned (including OREO), managed
or  leased  by  the  Company  is  contaminated  with  any  wastes  or  hazardous
substances,  including  but not limited to,  petroleum  or crude oil or fraction
thereof,  friable  asbestos  or  asbestos-containing  material,  polychlorinated
biphenyls or urea formaldehyde foam insulation.  The Company is not an "owner or
operator"  of a  "vessel"  or,  to the best  knowledge  of the  Company  and the
Shareholder,  a "facility"  which owns,  possesses,  transports,  generates,  or
disposes of a "hazardous  substance," as those terms are defined in Section 9601
of the Comprehensive  Environmental  Response  Compensation and Liability Act of
1980 42 U.S.C.A. ss. 9601 et. seq.

         (q)  Authorization  of  Transactions.   The  execution,   delivery  and
performance of this Agreement and the transactions contemplated hereby have been
duly  authorized by the Board of Directors and the  Shareholder  of the Company.
The  Company has full  corporate  power to  execute,  deliver  and perform  this
Agreement and to  consummate  the  transactions  herein  contemplated,  and such
execution,  delivery  and  performance  do not  violate  any  provisions  of the
Company's articles,  bylaws, or any agreements to or by which the Company or the
Shareholder  are a party  or are  otherwise  bound.  Except  for the  regulatory
approvals  referred  to in Section  5(c)  hereof,  no consent of any  regulatory
authority  or other  person is  required  to be  obtained  by the Company or the
Shareholder to permit consummation of the transactions contemplated herein.

         (r)  Disclosure.  When  taken in the  aggregate,  the  representations,
warranties, information and other documents made or delivered to the Bank by the
Company and the Shareholder, in connection with this Agreement or prior thereto,
do not and will not contain any untrue  statement of a material  fact or omit to
state any material fact  necessary to make the statements  contained  herein not
misleading.  The Company and the  Shareholder  shall  advise the Bank in writing
within five (5) business days of any matter arising or discovered after the date
of this  Agreement  which,  if  existing or known on the date  hereof,  would be
required  to be  disclosed  or  delivered  to the  Bank in  order  to  make  the
representations,  warranties,  information  and  other  documents  true  in  all
material respects.

         SECTION 4. REPRESENTATIONS AND WARRANTIES OF ESSENTIAL FACTS CONCERNING
THE BANK. This Agreement is entered into by the Company and the Shareholder upon
the  understanding,  and the Bank  represents  and warrants,  that the following
statements  of  Essential  Facts  are  true  and  correct  on the  date  of this
Agreement.

         (a) Corporate Existence. The Bank is duly chartered, organized, validly
existing and in good standing under the laws of the United States of America and
is duly  authorized  and has full power to own its  properties  and carry on its
business as now being conducted.

         (b)  Authorization  of  Transactions.   The  execution,   delivery  and
performance of this Agreement and the transactions contemplated hereby have been
duly  authorized  by the  Board  of  Directors  of the  Bank.  The Bank has full
corporate power to execute, deliver and perform this Agreement and to consummate
or cause to be consummated the transactions herein or therein contemplated,  and
such  execution,  delivery and  performance do not violate any provisions of the
articles or bylaws of the Bank,  or any  agreements to which it is a party or by
which it is otherwise bound. Except for the regulatory  approvals referred to in
Section 5(c) hereof,  no consent of any regulatory  authority or other person is
required  to be  obtained  by the Bank in order to  permit  consummation  of the
transactions contemplated hereby.

         (c)  Disclosure.  When  taken in the  aggregate,  the  representations,
warranties, statements, information and other documents made or delivered to the
Company and the  Shareholder  by the Bank do not and will not contain any untrue
statement  of a material  fact or omit to state any material  fact  necessary to
make the statements  contained herein not misleading.  The Bank shall advise the
Company and the  Shareholder  in writing  within five (5)  business  days of any
matter arising or discovered after the date of this Agreement which, if existing
or known on the date  hereof,  would be required to be disclosed or delivered to
the Company or the Shareholder in order to make the representations, warranties,
statements, information and other documents true in all material respects.

         SECTION 5.  AGREEMENTS  PENDING THE CLOSING.  Pending the  Closing, the
parties hereby agree as follows:

         (a) Conduct of Business. The business of the Company shall be conducted
in the usual and ordinary course consistent with past practice. Without limiting
the  foregoing,  without the consent of the Bank (1) no change  shall be made in
the Company's Articles of Incorporation or bylaws or in the number of its issued
and outstanding  shares; (2) the compensation paid by the Company to officers or
key employees of the Company shall not be increased,  provided,  however, that a
bonus  may be paid to the  Shareholder  so long as the  Company's  shareholder's
equity  is not  reduced  to less  than  $300,000;  (3)  the  Company  shall  not
charge-off  any of its  Accounts  Receivables  or  otherwise  decrease  its loss
reserve to an amount less than $50,000;  (4) no dividends or other distributions
on its shares of its capital stock shall be declared or paid by the Company that
decrease its shareholder's  equity to less than $300,000;  (5) the Company shall
maintain  its present  insurance  coverage of  customary  risks and in customary
amounts in respect of its  properties and business;  (6) no significant  changes
shall be made in the general  nature of the  business  conducted by the Company,
including  but  not  limited  to  the  investment  or use  of  its  assets,  the
liabilities  it  incurs,  or the  facilities  it  operates;  (7) no  employment,
consulting or other similar agreements shall be entered into by the Company; (8)
the Company  shall  timely file all  required  tax returns  with all  applicable
taxing  authorities  and shall not make any  application  for or  consent to any
extension  of time for filing any tax return or any  extension  of the period of
limitations  applicable  thereto;  (9) the  Company  shall  not  enter  into any
transactions, other than in the ordinary course of business, with its directors,
officers, employees or any of their affiliates; (10) the Company shall not incur
any liabilities or obligations, make any commitment,  disbursement,  contract or
agreement,  or  engage in any  transaction,  except  in the  ordinary  course of
business; (11) the Company shall not do or fail to do, anything which will cause
it to breach materially or to default in any contract, agreement,  commitment or
obligation to which it is a party or by which it may be bound;  (12) the Company
shall not make any  acquisition  of a  business  or  engage in any new  activity
requiring  approval  under  any  federal  or state  banking  law or which  would
otherwise constitute a change in the nature of the Company's business;  and (13)
the  Company's  expenses  incurred  with  respect to this  Agreement,  including
attorneys' fees, shall not exceed $25,000.

         (b) Confidentiality  and Access to Information.  The Company shall give
the  Bank and its  representatives  full  access  from  time to time to  further
information with respect to the Company for the purpose of conducting a business
and  financial  review of the  Company  and for such  other  purposes  as may be
related to this Agreement,  and the Bank shall maintain the  confidentiality  of
any such information.  Pending the Closing, representatives of the Bank shall be
given  full  access  to the  Company's  business  activities  and  afforded  the
opportunity  to observe its business  records,  books and activities and consult
with the  Company's  directors  and  officers  regarding  the same on an ongoing
basis.  The access  referred to in this Section 5(b) shall not be exercised in a
manner unreasonably interfering with the operation of the Company's business.

         (c) Regulatory Approvals, Tax Clearance,  Cancellation of Lease. At the
Bank's  expense,  the Bank shall take all appropriate  actions  necessary (1) to
obtain  approval of the  transactions  contemplated  hereby from all  regulatory
authorities  required  under  any  applicable  Federal  law and  any  applicable
California  law, and (2) to obtain a tax clearance  certificate  with respect to
the Company  from the  California  Franchise  Tax Board in order for the Bank is
liquidate the Company shortly after the Closing. The Company and the Shareholder
shall cooperate fully in the process of obtaining all such approvals and the tax
clearance,  including  taking  all  corporate  action  necessary  to  approve  a
dissolution  of the  Company  and  filing  the  Election  to  Dissolve  with the
California  Secretary of State.  The Company shall,  when requested by the Bank,
submit any required notice to cancel the Real Property Lease effective as of the
date requested by the Bank.

         (d) Business  Relations and  Publicity.  The Company shall use its best
efforts  to  preserve  its  reputation  and its  relationships  with  suppliers,
customers and employees. No press release or other communication related to this
Agreement (other than  communications with appropriate  regulatory  authorities)
shall be issued or made except as mutually  agreed upon,  provided that the Bank
may, after consultation with the Company,  make such disclosures  concerning the
transactions provided for herein as the Bank believes are required to be made by
it pursuant to the Securities Exchange Act of 1934.

         (e) Financial  Statements.  Within fifteen (15) days of the end of each
calendar  month,  the Company shall furnish the Bank true and correct  copies of
its balance sheet,  statement of income,  expense budget statement of income and
proforma income statement.  The foregoing financial statements shall be prepared
in accordance with generally accepted  accounting  principles applied on a basis
consistent with that of preceding periods,  and together with the notes thereto,
will present  fairly the  financial  positions of the Company at the dates shown
and the results of its operations and changes in its financial positions for the
period then ended.  All statements  furnished  pursuant to this paragraph  shall
fairly set forth the financial condition and results of operation as of the date
of each statement.

         (f) Best Efforts.  Each of the parties to this Agreement  shall use its
best efforts in good faith to satisfy the various  conditions  to Closing and to
consummate the transactions contemplated hereby as quickly as possible. No party
shall  intentionally  take or fail to take or  intentionally  permit  or fail to
permit to be taken any action that would be in breach of the terms or provisions
of this  Agreement  or that  would  cause any of the  representations  contained
herein to be or become untrue.

         (g) No Conduct Inconsistent with this Agreement. The Company shall not,
nor shall it permit any of the Company's  affiliates to, during the term of this
Agreement,  (1) offer,  sell, or negotiate  with or entertain any proposals from
any other  person for any such offer or sale of,  any  securities  issued by the
Company,  or (2) negotiate with or entertain any proposals from any other person
for any other  transaction  wherein  the  business or  substantially  all of the
properties  of the Company  would be acquired,  directly or  indirectly,  by any
party other than the Bank.

         (h) Tax Verification  Forms. The Company shall provide to the Bank such
documents  and sign such forms as are required for the Bank to obtain  verifying
copies of the  Company's tax returns from the IRS within 3 business days of such
a request by the Bank.

         SECTION 6. CONDITIONS  PRECEDENT TO OBLIGATIONS OF THE BANK. Unless the
conditions  are  waived by the Bank,  all  obligations  of the Bank  under  this
Agreement are subject to the fulfillment, prior to or at the Closing, of each of
the following conditions:

         (a) Representations  and Warranties of Essential Facts;  Performance of
Agreements.  The  Representations and Warranties of Essential Facts contained in
Section  3 of  this  Agreement  and any  representations  or  warranties  of the
Shareholder  contained  herein or in any documents,  certificates,  schedules or
exhibits  delivered by or on its behalf to the Bank  pursuant to this  Agreement
shall have been true and correct in all  material  respects as of their date and
shall be true and correct in all material respects at the Closing as though made
at the Closing Date  (except for changes  therein  contemplated  or permitted by
this  Agreement),  in each case to the reasonable  satisfaction of the Bank, and
the  Shareholder  shall have  performed  all  agreements  herein  required to be
performed by it on or prior to the Closing,  including  delivery of the executed
Non-competition  Agreement and Employment  Agreement referred to in Section 9(a)
and (b) of this Agreement.

         (b) Closing  Certificate.  The Bank shall have  received a  certificate
signed by the Chairman of the Board of the Company and the Shareholder, dated as
of the  Closing  Date,  certifying  in such  detail  as the Bank may  reasonably
request as to the  fulfillment of the conditions to the  obligations of the Bank
as  set  forth  in  this  Agreement,   including  without  limitation  that  the
representations  and warranties of the Company and the  Shareholder are true and
correct in all  material  respects,  that the Company and the  Shareholder  have
performed all their obligations under this Agreement,  all regulatory  approvals
have been obtained,  including tax clearance, there is no litigation of the type
referred  in  Section  6(e),  there  have been no  adverse  changes  of the type
referred to in Section 6(g) and all other requirements of this Agreement.

         (c) Regulatory  Approvals.  The parties hereto shall have duly obtained
all regulatory  approvals of the transactions  contemplated by this Agreement as
the Bank may reasonably  believe are necessary or  appropriate,  upon such terms
and  conditions,  if any, as are  satisfactory  to the Bank in their  reasonable
judgment  and the  Franchise  Tax Board  shall  have  provided  a Tax  Clearance
Certificate with respect to the Company.

         (d)      Trial Balance. The Bank shall have received a trial balance of
the Company's  assets and  liabilities as of the day prior to Closing.

         (e) No Litigation.  No suit or other action shall have been  instituted
or threatened  seeking to enjoin  consummation of the transactions  provided for
herein or to  obtain  other  relief in  connection  with this  Agreement  or the
transactions  contemplated hereby that the Bank believes, in good faith and with
the advice of counsel,  makes it  undesirable  or  inadvisable to consummate the
transactions  provided  for  herein  by  reason  of  the  probability  that  the
proceeding will result in the issuance of an order enjoining such  transactions,
will  result in a  determination  that the  Company  has  failed to comply  with
applicable  legal  requirements  of a  material  nature in  connection  with the
consummation  of the  transactions  provided  for herein or actions  preparatory
thereto or will have a  material  adverse  effect on the  future  conduct of the
business of the Company.

         (f) Opinion of  Counsel.  The Bank shall have  received  the opinion of
Binder and Malter, counsel for the Company, dated as of the Closing Date, and in
form satisfactory to the Bank and their counsel to the effect that:

                  (1)......The   Company  is  a  California   corporation   duly
incorporated, organized, validly existing and in good standing under the laws of
the State of  California,  and is duly  authorized and has full power to own its
properties and carry on its business as now being conducted.

                  (2)......The  authorized capital stock of the Company consists
of one  thousand  (1000)  shares of Common  Stock,  no par  value,  of which one
hundred sixty-seven (167) shares are issued and outstanding,  have been duly and
validly  authorized  and issued and are fully  paid and  nonassessable,  and are
owned by the Shareholder  free and clear of any liens,  claims,  encumbrances or
rights of others. Except for the rights of the Bank under this Agreement,  there
are no options,  agreements,  contracts  or other  rights in  existence  for any
person  (natural or  otherwise)  to purchase or acquire  from the Company or the
Shareholder any shares of capital stock of the Company, whether now or hereafter
authorized or issued.

                  (3)......The  execution,  delivery,  and  performance  of this
Agreement and the transactions  contemplated herein have been duly authorized by
the Board of Directors of the Company and the Shareholder,  these being the only
corporate authorizations required under the Company's articles or bylaws, or any
governing  statutes.  This Agreement has been duly executed and delivered by the
Company  and the  Shareholder  and  constitutes  the  legal,  valid and  binding
obligation of the Company and the Shareholder.

                  (4)......The  execution,  delivery  and  performance  of  this
Agreement and the  transactions  contemplated  herein and therein do not violate
any  provisions  of the  articles  or  bylaws  of the  Company  or,  to the best
knowledge of such counsel, any contract or agreement by which either the Company
or the Shareholder, or both, are bound.

                  (5)......Except  as set forth in Schedules 3(j)(1) and 3(j)(2)
and as disclosed in officers'  certificates received by counsel from the Company
and in reliance upon such  officers'  certificates,  counsel knows of no claims,
actions, suits, or proceedings pending,  threatened, or contemplated against, or
affecting  the  Company  at law or in  equity or before  any  federal,  state or
municipal or other  governmental  authority,  or of any decrees,  judgments,  or
orders of any kind that are in existence enjoining or restraining the Company or
any of the Company's officers,  employees,  directors or shareholder from taking
action of any kind in connection with the business of the Company.

                  (6)  Counsel  has  no  knowledge  of  any  actions,  suits  or
proceedings  pending or threatened  against the Company or the  Shareholder,  to
enjoin  consummation of the transactions  provided for herein or to obtain other
relief  in  connection  with this  Agreement  or the  transactions  contemplated
herein.

In  rendering  their  opinion,  such counsel may rely as to matters of fact upon
certificates  of officers  of the  Company,  the  Shareholder,  or  governmental
officials as counsel  deems  appropriate,  and where  matters are limited to the
knowledge of such counsel.

         (g) No Adverse Changes.  Since the date of this Agreement,  none of the
following  adverse  changes  shall have  occurred:  (1) the total  shareholder's
equity of the Company,  as calculated  pursuant to generally accepted accounting
principles  consistently  applied,  has decreased  below  $300,000;  and (2) the
Company's gross purchased accounts  receivables have decreased below $1,800,000;
(3) the Company's  Allowance for Loan Losses has decreased below $50,000; or (4)
any material adverse change or any condition, event, circumstance, fact or other
occurrence  that may, to the best knowledge of the Company and the  Shareholder,
reasonably  be  expected  to  result  in  a  material  adverse  change,  in  the
operations,  business, prospects,  properties,  assets, liabilities or financial
condition of the Company.
         (h) Consents and Permissions.  The Company shall have obtained all such
written  consents,  permissions  and approvals as are required under  contracts,
commitments and business arrangements with third parties.

         (i) Estoppel  Certificate.  The Company shall deliver to the Bank on or
prior to the Closing Date an estoppel  certificate signed by the landlord of the
Real  Property  Lease,   which  certificate  shall  be  in  form  and  substance
satisfactory to the Bank and their counsel; provided, however, that in the event
the Company is unable to obtain such estoppel  certificate,  it shall deliver to
the Bank such other assurances as may be reasonably satisfactory to the Bank and
their counsel.

         (j) Officers and Directors. If and to the extent requested by the Bank:
(1) each officer of the Company shall have tendered his resignation  from office
effective not later than the Closing Date and the Board of Directors  shall have
elected such  successor  officers of the Company as are  designated by the Bank;
(2) each director of the Company shall have  tendered his  resignation  from the
Board  effective  not later than the  Closing  Date;  and (3) each  officer  and
director and all employees  shall have released in writing,  in form and content
satisfactory to the Bank, all claims each may have against the Company excepting
only claims for normal  compensation  and employee  benefits accrued through the
Closing Date.

         (k)      Other Documents.  The Bank  shall have received all such other
documents,   certificates or instruments as  it may have   reasonably  requested
evidencing  compliance  by the  Company  and  the  Shareholder  with  the  terms
of this Agreement.

         SECTION 7.  CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF THE  COMPANY AND
SHAREHOLDER.   Unless  the   conditions  are  waived  by  the  Company  and  the
Shareholder,  all of their  respective  obligations  under  this  Agreement  are
subject to the fulfillment, prior to or at the Closing, of each of the following
conditions:

         (a) Representations  and Warranties of Essential Facts;  Performance of
Agreements.  The  Representations and Warranties of Essential Facts contained in
Section 4 of this  Agreement and any  representations  or warranties of the Bank
contained  herein  or in any  documents,  certificates,  schedules  or  exhibits
delivered by it or on its behalf to the Company pursuant to this Agreement shall
have been true and correct in all  material  respects as of their date and shall
be true and  correct in all  material  respects at the Closing as though made at
the Closing Date, in each case to the  reasonable  satisfaction  of the Company,
and the Bank shall have performed all agreements herein required to be performed
by  them  on or  prior  to the  closing,  including  delivery  of  the  executed
Non-competition  Agreement and Employment  Agreement referred to in Section 9(a)
and (b) of this Agreement.

         (b) Closing Certificate.  The Company shall have received a certificate
signed by the  Chairman or the  President  of the Bank,  dated as of the Closing
Date, certifying in such detail as the Company may request as to the fulfillment
of the  conditions to the  obligations  of the Company and the  Shareholder  set
forth in this Agreement.

         (c) Regulatory  Approvals.  The parties hereto shall have duly obtained
all regulatory  approvals of the transactions  contemplated by this Agreement as
the Bank may reasonably  believe are necessary or  appropriate,  upon such terms
and  conditions,  if any, as are  satisfactory  to the Bank in their  reasonable
judgment.

         (d) No Litigation.  No suit or other action shall have been  instituted
or threatened  seeking to enjoin  consummation of the transactions  provided for
herein or to  obtain  other  relief in  connection  with this  Agreement  or the
transactions  contemplated  hereby that the Company believes,  in good faith and
with the advice of counsel,  makes it  undesirable  or inadvisable to consummate
the  transactions  provided  for  herein by reason of the  probability  that the
proceeding will result in the issuance of an order  enjoining such  transactions
or will  result in a  determination  that the Bank or the  Company has failed to
comply with  applicable  legal  requirements  of a material nature in connection
with  the  consummation  of the  transactions  provided  for  herein  or  action
preparatory thereto or will have a material adverse effect on the future conduct
of the business of the Bank or the Company.

         (e) Opinion of Counsel.  The Company shall have received the opinion of
Haines & Lea,  counsel for the Bank,  dated as of the Closing Date,  and in form
satisfactory to the Company and its counsel to the effect that:

                  (1)......The  Bank  is a  national  banking  association  duly
organized,  validly  existing and in good standing  under the laws of the United
States  of  America,  and is duly  authorized  and  has  full  power  to own its
properties and carry on its business as now being conducted.

                  (2)......The  execution,  delivery,  and  performance  of this
Agreement and the transactions  contemplated herein have been duly authorized by
the Board of  Directors  of the Bank and its sole  shareholder,  these being the
only corporate  authorizations  required under the Company's articles or bylaws,
or any governing  statutes.  This Agreement has been duly executed and delivered
by the Bank and constitutes the legal, valid and binding obligation of the Bank.

In  rendering  their  opinion,  such counsel may rely as to matters of fact upon
certificates of officers of the Bank, or governmental officials as counsel deems
appropriate, and where matters are limited to the knowledge of such counsel.

         (f)      Other  Documents.  The  Company  shall  have  received  all of
such  other  documents,  certificates or  instruments  as it may have reasonably
requested evidencing compliance by the Bank with the terms of this Agreement.

         (g)      Funds  Delivered.  All funds required to be  delivered  at th
e  Closing  to the  Shareholder  shall be delivered.

         SECTION 8.  SURVIVAL OF REPRESENTATIONS AND INDEMNITY.

         (a) Survival of Representations.  All  representations,  warranties and
agreements  made  by the  parties  hereto  shall  survive  the  Closing  for the
applicable period set forth in Section 8(d) hereof;  and any investigation  made
by a party to be indemnified  on account of any breach of such  representations,
warranties or agreements shall not be a defense to a claim for  indemnification.
This section does not require that any  representation  or warranty be made on a
continuing basis after the Closing.

         (b) Indemnification by the Shareholder. The Shareholder shall indemnify
the Bank, its parent corporation and all of their officers, directors and agents
against and hold them harmless from any and all (1) losses, liabilities, claims,
demands, damages, deficiencies, causes of action or suits (the "Claims") arising
out  of or  resulting  from  (A)  the  breach  or  incorrectness  of  any of the
representations,  warranties  or  covenants  of the  Company or the  Shareholder
contained in this Agreement, which breach or incorrectness,  either individually
or together total $15,000 or more, or (B) the assertion  against the Bank of any
liability or obligation of the Company or the Shareholder  arising,  existing or
based  upon  any  acts or  omissions  occurring  prior  to the  date of  Closing
(including,  without  limitation  liabilities  for any  federal or state  taxes,
penalties and interest thereon),  other than a liability or obligation disclosed
in  this  Agreement  or  the  schedules  referred  to  herein,  and  (2)  if the
Shareholder  refuses to or delays in defending the Bank,  reasonable expenses or
costs incurred by the Bank, including reasonable  attorneys' fees, in connection
with  investigating,  attempting  to correct,  or defending  against any Claims,
liens or charges  against the Bank for which the Bank is  entitled to  indemnity
pursuant  to the  foregoing  provisions.  The Bank shall give  prompt  notice in
writing to the  Shareholder  of the facts and  circumstances  giving rise to any
Claims  by the Bank for  indemnification  under  this  Section.  Subject  to the
limitations  of any contract of  insurance  and to such  conditions  as the Bank
shall  determine to be reasonably  necessary for the protection of the interests
of the  Bank,  the Bank  shall  tender to the  Shareholder  the  opportunity  to
investigate,  correct,  manage and control any defense  against any such Claims.
The  assumption of management  and control shall not, of itself,  constitute any
admission by the  Shareholder of liability to the Bank. The Bank shall cooperate
reasonably with the Shareholder in the conduct of such defense.

         (c)   Indemnification  by  the  Bank.  The  Bank  shall  indemnify  the
Shareholder  against  and  hold  him  harmless  from  any and  all  (1)  losses,
liabilities, claims, demands, damages, deficiencies,  causes of actions or suits
(the "Claims")  arising out of or resulting from (A) the breach or incorrectness
of any of the representations,  warranties or covenants of the Bank contained in
this Agreement,  which breach or incorrectness,  either individually or together
total  $15,000 or more,  or (B) the  assertion  against the  Shareholder  of any
liability or obligation of the Bank arising,  existing or based upon any acts or
omissions occurring prior to the date of Closing (including,  without limitation
liabilities  for any federal or state taxes,  penalties  and interest  thereon),
other  than a  liability  or  obligation  disclosed  in  this  Agreement  or the
schedules  referred  to  herein,  and (2) if the Bank  refuses  to or  delays in
defending  the  Shareholder,  reasonable  expenses  or  costs  incurred  by  the
Shareholder,   including   reasonable   attorneys'   fees,  in  connection  with
investigating,  attempting to correct, or defending against any Claims, liens or
charges  against  the  Shareholder  for which the  Shareholder  are  entitled to
indemnity  pursuant to the  foregoing  provisions.  The  Shareholder  shall give
prompt notice in writing to the Bank of the facts and circumstances  giving rise
to any Claims by the Shareholder for indemnification under this Section. Subject
to the  limitations  of any contract of insurance and to such  conditions as the
Shareholder shall determine to be reasonably necessary for the protection of the
interest  of the  Shareholder,  the  Shareholder  shall  tender  to the Bank the
opportunity to investigate,  correct, manage and control any defense against any
such Claims.  The  assumption  of  management  and control shall not, of itself,
constitute  any  admission  by the Bank of  liability  to the  Shareholder.  The
Shareholder  shall  cooperate  reasonably  with the Bank in the  conduct of such
defense.

= (d) Time Period Limitations. No party shall be entitled to assert any right of
indemnification  under this  Agreement for any Claims  suffered by such party or
arising from a breach by another party of any other representation,  warranty or
covenant  contained  in this  Agreement  after the date which is three (3) years
after the  Closing  Date.  Each  party  shall  continue  to have the right to be
indemnified  for breaches of the  representations,  warranties and covenants set
forth in the Sections specified above for a period beyond that specified as long
as a notice of such Claims as to such  breaches is provided to the  indemnifying
party within the specified time period.

         SECTION 9.  OBLIGATIONS AFTER CLOSING

         (a) Non-Competition. At the Closing, the Shareholder and the Bank shall
each execute and deliver to each other as an integral part of this transaction a
Non-Competition  Agreement in substantially  the form attached hereto as Exhibit
A.

         (b) Employment Agreement.  At the Closing, the Shareholder and the Bank
as an integral part of this  transaction  shall each execute and deliver to each
other an Employment Agreement by which the Bank agrees to employ the Shareholder
in substantially the form attached hereto as Exhibit B.

         (c)  Confidentiality.  After the Closing,  the  Shareholder  shall keep
strictly  confidential all documents  containing any information  concerning the
properties, business and assets of the other parties that may have been obtained
in the course of  investigating,  negotiating  and preparing to  consummate  the
transactions  contemplated by the parties (other than such  information as shall
be in the  public  domain or  otherwise  ascertainable  from  public or  outside
sources).

         (d) Additional Documents. Each party shall at any time and from time to
time after the Closing  cooperate  in providing  each other with any  additional
documents or  information'  and shall cause to be executed and  delivered to the
other  party such  further  instruments  or  documents  as such other  party may
reasonably require to give effect to the transactions contemplated hereunder.

         SECTION 10.  GENERAL.

         (a) Confidential Information. The parties hereto each covenant that, in
the event the  transactions  contemplated in this Agreement are not consummated,
each party  shall keep  strictly  confidential,  shall not use in any manner and
return all documents  containing  any  information  concerning  the  properties,
business and assets of the other party that may have been obtained in the course
of  investigating,  negotiating  and  preparing to consummate  the  transactions
contemplated  by the  parties  (other than such  information  as shall be in the
public domain or otherwise ascertainable from public or outside sources).

         (b) Nonassignment.  This Agreement shall not be assignable by any party
without the written consent of the others.  Notwithstanding  the foregoing,  the
Bank may assign its rights  hereunder  to its holding  company,  SJNB  Financial
Corp., a California  corporation,  or to a wholly-owned  subsidiary of the Bank,
but no such assignment on the part of the Bank shall relieve the Bank, of any of
its  obligations  hereunder.  Subject to the foregoing,  this Agreement shall be
binding  upon and inure to the  benefit  of the  respective  heirs,  successors,
assigns and personal representatives of the parties hereto.

         (c)  Termination.  This  Agreement  may be  terminated  (1) by  written
agreement between the Bank, on the one hand, and the Company,  on the other hand
at any  time,  (2) by  written  notice  from  the Bank to the  Company  upon the
occurrence of any adverse  condition set forth in Section 6(g),  (3) by the Bank
upon written notice by reason of the failure of fulfillment of any condition set
forth in Section 6 or by reason of the  material  breach of any  obligation  set
forth herein by either the Company or the Shareholder, (4) by the Shareholder or
the Company upon written  notice by reason of the failure of any  condition  set
forth in Section 7 or the material  breach of any obligation set forth herein by
the Bank,  or (5) by either  party if the amount of the  holdback  specified  in
paragraph 2(d) exceeds  $75,000.  This Agreement shall  terminate  automatically
without further action by either party if the Closing does not occur on or prior
to December 31, 1995. Termination of this Agreement shall not serve to relieve a
party  of  responsibility  or  obligation,  if  any,  for any  breaches  of this
Agreement  occurring prior to such  termination.  In the event the terms of this
Section 10(c) shall be inconsistent with any other terms in this Agreement,  the
terms set forth in this Section 10(c) shall govern.

         (d)  Expenses.  The  parties  hereto  shall each bear their  respective
costs and  expenses  incurred  in the consummation of this transaction.

         (e)  Notices. All notices,  requests,  demands and other communications
  provided for in this Agreement shall be in writing addressed as follows:



<PAGE>


                  (i)......If to the Bank, addressed to:

                  .........         San Jose National Bank
                  .........         One North Market Street
                  .........         San Jose, California 95109
                  .........                 Attention: Mr. Gary Hansen

                  .........         with a copy to:

                  .........         Joan L. Grant
                  .........         Haines & Lea
                  .........         44 Montgomery Street, Suite 3600
                  .........         San Francisco, California 94104

                  (ii) If to the Company or the Shareholder,  addressed to:

                  .........         Mr. Thomas D. Griffin
                  .........         300 Rennie Avenue
                  .........         San Jose, California 95127

                  .........         with a copy to:

                  .........         Heinz Binder, Esq.
                  .........         Binder & Malter
                  .........         1700 The Alameda, Suite 300
                  .........         San Jose, California  95126-1724
         (f) Brokerage and Finders' Fees;  Indemnification.  Each of the parties
represents  to the other that it has not incurred any  liability  for  brokerage
commissions,  finders' fees or like  compensation in respect of the transactions
contemplated  hereunder.  The Shareholder  shall indemnify and hold harmless the
Bank in respect of any claim for brokerage or other commissions relative to this
Agreement  and  the  transactions  contemplated  hereby,  based  in  any  way on
agreements,  arrangements  or  understandings  claimed  to have been made by the
Company or the Shareholder with any third party.

         (g) Breach and Non-Performance of Conditions.  No party shall be deemed
to be in breach of any of its covenants  contained in this Agreement  unless the
party  entitled to  performance  thereof shall have given written  notice to the
breaching  party setting  forth the nature of the breach,  and such breach shall
not be cured or corrected within 20 days thereafter. No party shall be deemed to
have failed to satisfy a condition  contained in this Agreement unless the party
entitled  to the  fulfillment  thereof  shall have given  written  notice to the
parties  responsible for such  fulfillment,  and such condition shall thereafter
not be fulfilled.

         (h)      Counterparts.  This Agreement may be executed in any number of
counterparts  with the same effect as if the signatures to each counterpart were
upon the same instrument.

         (i) Entire  Agreement.  This  Agreement  and the Exhibits and Schedules
referred  to herein  set forth the  entire  Understanding  of the  parties'  and
supersede all prior agreements, arrangements and communications, whether oral or
written,  and this  Agreement  shall not be  modified  or amended  other than by
written  agreement of the parties hereto.  Captions  appearing in this Agreement
are for  convenience  only and shall not be deemed to explain,  limit or amplify
the provisions hereof.

         (j) Severability.  In the event that any provision of this Agreement or
any portion thereof shall be finally determined to be unlawful or unenforceable,
such  provision  or  portion  thereof  shall be deemed to be  severed  from this
Agreement,  and every other provision,  and any portion of a provision,  that is
not invalidated by such determination shall remain in full force and effect.

         (k) Amendments. This Agreement may be amended  by the parties hereto at
any time  prior  to the  Closing Date by  an instrument in writing signed by the
parties.

         (l)  Extension;  Waiver.  At any time prior to the  Closing  Date,  the
parties  hereto  may (1)  extend  the  time  for the  performance  of any of the
obligations or other acts of the other party hereto,  (2) waive any inaccuracies
in the  representations and warranties of the other party contained herein or in
any documents  delivered  pursuant hereto,  or (3) waive compliance by the other
party with any of the agreements or conditions  contained herein.  Any agreement
on the part of a party hereto to any such  extension or waiver shall be valid if
set forth in an instrument in writing signed by such party.

         (m) Arbitration. Any controversy or claim arising out of or relating to
this  Agreement,  or any breach thereof shall be settled in accordance  with the
Commercial  Arbitration  Rules  of the  American  Arbitration  Association,  and
judgment upon the award may be entered in any court having jurisdiction thereof.
Any  arbitration,  suits and actions  with  respect to this  Agreement  shall be
brought in the County of Santa  Clara,  California.  The parties  consent to the
jurisdiction  and venue of the courts  referred  to herein.  In the event of any
dispute, arbitration, action at law or in equity between the parties in relation
to this Agreement, the nonprevailing party, in addition to other sums which such
party may be  called  upon to pay,  shall  pay to the other  party all costs and
expenses of such action or suit, including reasonable  attorney's fees, incurred
with or without suit.

         (n) Governing  Law. This  Agreement shall be governed by and  construed
 in  accordance  with the laws of the State of California.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Stock
Acquisition Agreement on the day and year first above written.

SAN JOSE NATIONAL BANK, a..                          ASTRA FINANCIAL INC.,
national banking association                         a California corporation


by S/James R. Kenny........                        by  S/Thomas D. Griffin
  -------------------------------                      ------------------------
  its  President & CEO                                 its     President
  -------------------------------                      ------------------------



                                                      THOMAS D. GRIFFIN


                                                         S/Thomas D. Griffin
                                                       ------------------------


<PAGE>


                                    EXHIBIT A

                            NON-COMPETITION AGREEMENT

                  THIS  NON-COMPETITION  AGREEMENT (this "Agreement") is entered
into this January 5, 1996,  between SAN JOSE NATIONAL  BANK, a national  banking
association (the "Bank") and THOMAS D. GRIFFIN,  an individual  ("Griffin"),  in
relation to the following facts, circumstances and understandings:

                                                   R E C I T A L S

         A.  Griffin  is  the  sole  shareholder  of  Astra  Financial  Inc.,  a
California corporation (the "Company").  The Bank, the Company and Griffin, sole
shareholder  of the Company,  have entered into that certain  Stock  Acquisition
Agreement dated November 17, 1995 (the "Stock Acquisition Agreement"),  pursuant
to which the Bank is purchasing all of the outstanding stock of the Company from
Griffin as of the closing under the Stock Acquisition Agreement (the "Closing").

         B. Griffin and the Bank are simultaneously  entering into an employment
agreement (the "Employment  Agreement") by which he will be employed by the Bank
for a period of one year following the date of this agreement.

         C. The execution  and delivery of this  Agreement  and  the  Employment
Agreement are both a condition precedent  to the obligations of the Bank  and of
the Company and Griffin under the Stock Acquisition Agreement.

         D. The Bank  seeks to  protect  the  goodwill  and other  assets of the
Company being acquired under the Stock  Acquisition  Agreement and to maintain a
competitive  advantage in its business by preventing Griffin from competing with
the Company in the area in which it does  business  (a) for a period of one year
from the Closing under the Employment  Agreement and (b) for an additional  four
years  from the  Closing  under  the  terms  and  conditions  set  forth in this
Agreement.

                  NOW,  THEREFORE,  the parties  hereto,  each  intending  to be
legally bound, agree as follows:

         1. Non-Competition.  (a) In consideration for the payment made pursuant
to Section 2 of this Agreement,  Griffin agrees that,  commencing on the earlier
of January 5, 1997 (one year from  closing)  or  termination  of the  Employment
Agreement  and  ending on  January  5,  2002  (five  years  from  closing)  (the
"Noncompetition  Period"), he shall not, individually or collectively,  directly
or indirectly,  own an interest in, operate, join, control, or participate in or
be connected as an officer,  employee,  agent, independent contractor,  partner,
shareholder,   creditor   or   principal   of  any   corporation,   partnership,
proprietorship, firm or association or other entity which owns and/or operates a
factoring business or accounts  receivable  financing business or engages in any
type of business  that is carried on at that time by the Bank  (except  mortgage
lending);  provided however,  that the record or beneficial ownership by Griffin
as a passive  investor  of not more than five  percent  (5%) of the  outstanding
publicly  traded  securities  of any class of any such business in which he does
not actively participate shall not be deemed to be in violation of this Section.
For purposes of this  Agreement,  the  geographic  area of the business is Santa
Clara County and all contiguous counties (collectively,  the "Geographic Area").
Griffin agrees and acknowledges that the duration,  scope and Geographic Area of
the restrictive  covenants described in this Agreement are fair,  reasonable and
necessary  in order to  protect  the  goodwill  and  other  legitimate  business
interests  of the Bank and that  adequate  consideration  has been  received  by
Griffin in exchange for such covenants.

         (b) Griffin further  acknowledges  agrees that he has had access to and
become  acquainted  with  information  concerning  the operation of the Company,
including  without  limitation  knowledge of  personnel,  sales,  planning,  and
customer  information  that is owned by the  Company and  regularly  used in the
operation  of its  business  and that,  except such  information  that is in the
public domain, this information constitutes the Company's trade secrets. Griffin
further  agrees not to compete with the Company as specified  herein by directly
or indirectly disclosing such trade secrets to any other person or use the trade
secrets in any way other than as an  employee  of the  Company and agrees not to
solicit any  employees  of the Company to become  employed  or  associated  with
another  business or entity which  competes with the Company  during the term of
this Agreement.

         (c) The parties intend that the covenant contained in subsection (a) of
this Section 1 shall be construed as a series of separate Covenant, one for each
county and city specified.  Except for geographic  coverage,  each such separate
covenant  shall  be  deemed  identical  in terms of the  covenant  contained  in
subsection (a). If, in any judicial proceeding,  a court shall refuse to enforce
any of the separate  covenants deemed to be included in this Section 1, then the
unenforceable  covenant shall be deemed  eliminated from these provision for the
purpose of those  proceedings  to the extent  necessary to permit the  remaining
separate covenant to be enforced.

         2.  Consideration.  This  agreement  is an  integral  part of the Stock
Acquisition Agreement whereby Griffin has sold all of his shares of stock in the
Company to the Bank which will hereafter operate the business of the Company. In
consideration  for the  non-competition  agreement of Griffin in this Agreement,
the Bank shall deliver  $100,000.00  to Griffin on January 5, 1996.  The parties
agree  that such  $100,000.00  relates  to the  Noncompetition  Period  and that
$25,000.00  of  such  sum  relates  to  the  time  from  the  beginning  of  the
Noncompetition  Period to  January  5, 1998 (two  years  from the  closing)  and
$25,000 to each subsequent year of such restriction.

         3.  Remedies  for  Breach.  (a) In the event  that  Griffin  materially
breaches any of the material provisions of Section 1 of this Agreement, the Bank
shall  notify  Griffin  of its  intention  to hold  Griffin  in  breach  of this
Agreement and the basis of such breach in accordance with the notice  provisions
of  Section 4 of this  Agreement.  If such  breach is  capable  of being  cured,
Griffin shall have 3 days from the date of such notice to cure the breach. If he
fails to cure such breach  within such 3 days, or if the breach cannot be cured,
the parties hereto agree that the Bank will be irreparably damaged, and that the
Bank has no  adequate  remedy at law for  damages  and that its  injury  will be
continuing.

                  (b) Because of the continuing  injury to the Bank that will be
created by a breach of the provisions of Section 1 as well as the nature of such
injury,  the parties agree that the Bank shall be entitled to injunctive  relief
prohibiting  Griffin from  engaging in the conduct  constituting  the breach and
that a court of competent jurisdiction may issue an appropriate injunction.

         4. Notices. All notices hereunder, to be effective, shall be in writing
and shall be delivered in accordance with the Stock Acquisition Agreement.

         5.  Modification.  This  Agreement  constitutes  the  entire  Agreement
between the parties hereto with regard to the subject matter hereof, superseding
all prior understandings and agreements, whether written or oral. This Agreement
may not be amended or revised except by a writing signed by the parties.

         6.  Resolution of Disputes.  Any controversy or claim arising out of or
relating to this Agreement, or any breach thereof shall be settled in accordance
with the Commercial  Arbitration Rules of the American Arbitration  Association,
and  judgment  upon the award may be  entered in any court  having  jurisdiction
thereof. Any arbitration, suits and actions with respect to this Agreement shall
be brought in the County of Santa Clara, California.  The parties consent to the
jurisdiction  and venue of the courts  referred  to herein.  In the event of any
dispute, arbitration, action at law or in equity between the parties in relation
to this Agreement, the nonprevailing party, in addition to other sums which such
party may be  called  upon to pay,  shall  pay to the other  party all costs and
expenses of such action or suit, including reasonable  attorney's fees, incurred
with or without suit.

         7.  Successors and Assigns.  This  Agreement  shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns.
The Bank may assign this  Agreement to the Company or any entity  conducting the
business of the Company  without the prior  consent of Griffin.  Griffin may not
assign this Agreement without the prior written consent of the Bank.

         8.  Captions.  Captions herein have been  inserted only for convenience
of reference and do not define, limit or describe  the scope or substance of any
provision of this Agreement.

         9.  Severability.  In the event that any provision of this Agreement or
any portion thereof shall be finally determined to be unlawful or unenforceable,
such  provision  or  portion  thereof  shall be deemed to be  severed  from this
Agreement,  and every other provision,  and any portion of a provision,  that is
not invalidated by such determination shall remain in full force and effect.

         10. Governing  Law.   This  Agreement  shall  be  construed  under  and
governed  by the laws of the  State of California.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement as of the day and year first above written.

SAN JOSE NATIONAL BANK, a                              THOMAS D. GRIFFIN
national banking association


by       S/James R. Kenny                            S/Thomas D. Griffin
  ----------------------------                       ---------------------------
  its President & CEO
  ---------------------------


by       S/Eugene E. Blakeslee
  ----------------------------
  its EVP/CFO     
  ----------------------------

<PAGE>



                              EMPLOYMENT AGREEMENT

                  THIS EMPLOYMENT  AGREEMENT (this  "Agreement") is entered into
this 5th day of  January,  1996,  between  SAN JOSE  NATIONAL  BANK,  a national
banking   association  (the  "Bank")  and  THOMAS  D.  GRIFFIN,   an  individual
("Griffin"),   in   relation  to  the   following   facts,   circumstances   and
understandings:

                                 R E C I T A L S

         A. Griffin is the sole  shareholder  of Astra  Financial,  a California
corporation (the "Company"). The Bank, the Company and Griffin have entered into
that certain Stock  Acquisition  Agreement  dated  November 17, 1995 (the "Stock
Acquisition  Agreement"),  pursuant to which the Bank is  purchasing  all of the
outstanding  stock of the Company from Griffin as of the closing under the Stock
Acquisition Agreement (the "Closing").

         B.   The  execution  and delivery of both this  Agreement and the  Non-
Competition  Agreement  are  conditions precedent to the obligations of the Bank
and of the Company and Griffin under the Stock Acquisition Agreement.

         C.  The Bank  seeks  to  employ  Griffin  as a Vice  President/Business
Development  Officer,  to assist  in  operating,  marketing  and  promoting  the
Company's business after the Closing and to maintain a competitive  advantage in
the  business of the  Company and to prevent  Griffin  from  competing  with the
Company in the area in which it does  business (a) for a period of one year from
the Closing under this  Agreement and (b) for an additional  four years from the
Closing under the terms and conditions set forth in a Non-Competition Agreement.

                  NOW,  THEREFORE,  the parties  hereto,  each  intending  to be
legally bound, agree as follows:

         1. Employment.  The  Bank  hereby  employs  Griffin  and Griffin hereby
accepts  employment  upon the terms and conditions set forth in this Agreement.

         2. Duties. Griffin shall perform the duties of Vice  President/Business
Development  Officer  for the  term  of this  Agreement.  Griffin  shall  devote
substantially his full time energies and skills to the performance of his duties
under  this  Agreement  and shall not  engage  in any other  business  pursuits.
Griffin shall do and perform all services  necessary or advisable to fulfill the
duties of his position and such performance shall be at all times subject to the
direction of the President of the Bank.

         3. Trade  Secrets.  The parties  acknowledge  and agree that during the
term of this  Agreement and during the period when he was a  shareholder  of the
Company,  Griffin  has had and shall  have  access to  information  about of the
Company,  including without limitation knowledge of personnel,  sales, planning,
customer lists and other customer  information  that is owned by the Company and
regularly  used  in  the  operation  of  its  business  and  that,  except  such
information  that is in the public  domain,  this  information  constitutes  the
Company's  trade  secrets.  Griffin  further  agrees not to disclose  such trade
secrets to any other person or use the trade secrets in any way other than as an
employee of the Company and agrees not to solicit any  employees  of the Company
to become employed or associated with another  business or entity which competes
with the Company during the term of this Agreement.

         4.  Term.  The term of  employment  under  Section 1 shall  commence on
the date of this Agreement and shall continue for a term  of one year, unless it
is terminated earlier as specified herein.

         5. Non-Competition. (a) This Agreement is an integral part of the Stock
Acquisition Agreement whereby Griffin has sold all of his shares of stock in the
Company to the Bank which will  hereafter  operate the  business of the Company.
Griffin  agrees  that  during his  employment  by the Bank (the  "Noncompetition
Period"),   pursuant  to  this   Agreement,   he  shall  not,   individually  or
collectively,  directly  or  indirectly,  own an  interest  in,  operate,  join,
control,  or  participate  in or be  connected as an officer,  employee,  agent,
independent  contractor,  partner,  shareholder,  creditor or  principal  of any
corporation,  partnership,  proprietorship,  firm or association or other entity
which owns and/or operates a factoring business or accounts receivable financing
business or engages in any type of  business  that is carried on at that time by
the Bank  (except  mortgage  lending);  provided  however,  that the  record  or
beneficial  ownership  by  Griffin as a passive  investor  of not more than five
percent (5%) of the outstanding  publicly traded  securities of any class of any
such  business in which he is not active  shall not be deemed to be in violation
of this Section.  For purposes of this  Agreement,  the  geographic  area of the
business is Santa Clara County and all contiguous  counties  (collectively,  the
"Geographic Area"). Griffin agrees and acknowledges that the duration, scope and
Geographic  Area of the  restrictive  covenants  described in this Agreement are
fair,  reasonable  and  necessary  in order to protect  the  goodwill  and other
legitimate  business  interests of the Bank and that adequate  consideration has
been received by Griffin in exchange for such covenants.

         (b) The parties intend that the covenant contained in subsection (a) of
this Section 5 shall be construed as a series of separate Covenant, one for each
county included.  Except for geographic  coverage,  each such separate  covenant
shall be deemed identical in terms of the covenant  contained in subsection (a).
If, in any  judicial  proceeding,  a court  shall  refuse to enforce  any of the
separate   covenants  deemed  to  be  included  in  this  Section  5,  then  the
unenforceable  covenant shall be deemed  eliminated from these provision for the
purpose of those  proceedings  to the extent  necessary to permit the  remaining
separate covenant to be enforced.

         (c) In the event that Griffin  materially  breaches any of the material
provisions of this Section 5, the Bank shall notify  Griffin of its intention to
hold  Griffin  in  breach  of this  Agreement  and the  basis of such  breach in
accordance with the notice  provisions of Section 13 of this Agreement.  If such
breach is capable  of being  cured,  Griffin  shall have 3 days from the date of
such  notice to cure the breach.  If he fails to cure such breach  within such 3
days, or if the breach cannot be cured,  the parties  hereto agree that the Bank
will be irreparably damages, and that the Bank has no adequate remedy at law for
damages and that its injury will be continuing.

         (d) Because of the  continuing  injury to the Bank that will be created
by a breach of the provisions of Section 5 as well as the nature of such injury,
the  parties  agree  that  the Bank  shall  be  entitled  to  injunctive  relief
prohibiting  Griffin from  engaging in the conduct  constituting  the breach and
that a court of competent jurisdiction may issue an appropriate injunction.

         6.  Confidentiality.  Griffin  shall not divulge,  publish or otherwise
reveal either  directly or indirectly  through  another  during the term of this
Agreement  any  knowledge of a  confidential  nature  received by him during the
course of his employment,  and such information  shall be kept  confidential and
shall not in any manner be revealed  except as may be  necessary  in  connection
with his duties hereunder.

         7. Compensation.  (a) As compensation for his services  hereunder,  the
Bank  shall pay to Griffin a base annual salary of $60,000.00,  payable in equal
semi-monthly  installments on the 15th and last day of each month, prorated  for
any partial  periods.  The Bank shall have the right to withhold from  Griffin's
compensation any and all sums required by law, including Federal and  state  tax
law.

         (b) As  additional  incentive  for  Griffin to  increase  the  accounts
receivable  portfolio and generate new accounts  receivable  financing business,
the Bank shall pay to Griffin a one-time "Portfolio Growth Bonus" within 60 days
following the one year  anniversary  of the Closing under the Stock  Acquisition
Agreement (the "Closing").

                  (1) The  amount of the  Portfolio  Growth  Bonus will be based
upon the  Average  Monthly  Increase  in the  Astra  Portfolio,  as  defined  in
subparagraphs  (b)(3) and (b)(4)  below,  starting  either (a) with the calendar
month in which the Closing  occurs,  if the Closing occurs on or before the 15th
of the month, or (b) with the calendar month following the Closing, in all other
cases, and in either event continuing for eleven more calendar months,  assuming
this  Agreement  does not  terminate  early.  In the  event  this  Agreement  is
terminated  prior to the end of the twelve month period referred to in the prior
sentence,  the amount of the Portfolio Growth Bonus will be based on the Average
Monthly  Increase,  starting  with the month of the  Closing and ending with the
month in which this Agreement is terminated.

                  (2) The Portfolio  Growth Bonus will be based on the following
formula:  for each $1,000 by which the Average Monthly Increase exceeds $20,000,
Griffin will receive a Portfolio Growth Bonus of $1,500, up to a total Portfolio
Growth Bonus of $120,000; provided however, that if this Agreement is terminated
prior to the end of the eleventh month after the Closing,  Griffin shall receive
a Portfolio  Growth Bonus equal to the amount  determined by the above  formula,
times the number of months over which the average was  determined and divided by
twelve (12).

                  (3) The "Astra  Portfolio" for purposes of this paragraph 7(b)
shall consist of all the Accounts  Receivable in the Company's  portfolio at the
Closing,  plus (a) any new Accounts Receivable generated by Griffin, and (b) any
new Accounts  Receivable from customers located in New Mexico,  during the times
specified in paragraph (b)(1) above.

                  (4)  The  "Average  Monthly  Increase"  for  purposes  of this
paragraph shall consist of the average monthly increases calculated as set forth
below.  For the first  month,  the  monthly  increase  (hereinafter,  the "First
Monthly Increase") is equal to (1) the Accounts Receivable of the Company at the
Closing,  less  $1,800,000 and those accounts  receivable that have been written
off prior to the Closing or subject to the  holdback  under  Section 2(d) of the
Stock  Acquisition  Agreement;  plus (2) change in the Astra Portfolio since the
Closing;  less (c) any accounts  receivable that had been in (1) or (2) but have
been paid off or written off since the Closing.  For all subsequent  months, the
monthly  increase  shall  consist of (3) the average  daily balance of the Astra
Portfolio,  as taken from the daily Client Summary  Reports for the month;  less
(4) either (x) for the second month, the First Monthly Increase plus $1,800,000,
or (y) for every other month,  the average daily balance of the Astra  Portfolio
for the prior month;  plus (5) any Accounts  Receivable  subject to the holdback
under Section 2(d) of the Stock  Acquisition  Agreement that are paid off during
the month.  All accounts  receivable  generated  by Griffin  shall be subject to
existing SJNB Financial Services underwriting criteria.

         (c) In  recognition  and  compensation  of  past  and  future  services
provided  and to be provided  by Griffin to the  Company and the Bank,  the Bank
shall pay to Griffin on January 4, 1996, the amount of $140,000.

         8.  Benefits.  The  Bank  shall  pay to  Griffin  $400 a month as a car
allowance  during the term of this Agreement.  Griffin shall be entitled to four
(4) weeks of vacation during the term of this  Agreement,  which may be utilized
after  April 5, 1996 (91 days after  hire).  Griffin  shall be  entitled to 5.33
hours of sick leave per month, which may accrue if not used, but he shall not be
entitled to any reimbursement for unused sick leave. Medical,  dental and vision
insurance  shall be provided  to Griffin on a pre-tax  basis,  beginning  at the
commencement of this Agreement. Sick-leave pay and long term disability shall be
provided to Griffin starting on April 5, 1996 (91 days after hire).

         9.  Termination.  (a) (1) The Bank reserves the right to terminate this
Agreement if Griffin (1)  wilfully  breaches or  habitually  neglects the duties
which he is  required  to  perform  under  the terms of this  Agreement,  or (2)
commits acts of  dishonesty,  fraud,  misrepresentation,  or other acts of moral
turpitude, that would prevent the effective performance of his duties.

                  (2) The Bank may at its option  terminate  this  Agreement for
the reasons  stated in this section by giving  written  notice of termination to
Griffin without  prejudice to any other remedy to which the Bank may be entitled
either at law, in equity,  or under this  agreement.  The notice of  termination
required by this section shall specify the ground for the  termination and shall
be supported by a statement of relevant facts.

         (b) This Agreement,  other than Section 7(c),  shall be terminated upon
the death of Griffin.

         (c) The Bank  reserves  the right to  terminate  this  Agreement  after
Griffin  suffers  any  physical  or mental  disability  that would  prevent  the
performance  of his duties under this  Agreement.  Such a  termination  shall be
effected by giving 10 days' written notice of termination to Griffin.

         (d) In the  event  that  this  Agreement  is  terminated  prior  to the
completion of the term of employment specified herein, Griffin shall be entitled
to the  compensation  described in Subsection 7(a) and Section 8 relating to the
period prior to the date of  termination,  computed pro rata up to and including
that  date.  Griffin  shall  be  entitled  to  the  compensation   described  in
Subsections  7(b)  and (c) in any  event,  as  described  and  limited  in those
sections. Griffin shall be entitled to no further compensation as of the date of
termination.

         10.   Accounting.   On  all   accountings   required   hereunder,   the
determination  of the amount due to Griffin  shall be  certified  to be true and
correct by a senior officer of the Bank. Griffin or his agents shall have access
to and may at his cost, audit independently the books and records of the Bank to
determine  the accuracy of the  statements  delivered to Griffin.  If the amount
paid to  Griffin  by the Bank is  found  to be in error by more  than 10% of the
amount due to Griffin, the Bank shall immediately pay the cost of such audit.

         11.  Surrender of Records and Property.  Upon expiration or termination
of this  Agreement,  Griffin  shall  promptly  return  to the Bank all  records,
including client lists or references, and client mailings, correspondence files,
other files, keys, and all other property belonging to or supplied by the Bank.

         12. Personnel  Policies  and Practices.  Griffin's  employment shall be
subject to all of the Bank's personnel policies and practices and any amendments
to such  policies  that the  Bank may  make and that are  in effect at the  Bank
during the term of this Agreement.

         13. Notices.  All  notices  hereunder,  to be  effective,  shall be  in
writing  and  shall be  delivered  in  accordance  with  the  Stock  Acquisition
Agreement.

         14. Modification.  This  Agreement  constitutes  the  entire  Agreement
between the parties hereto with regard to the subject matter hereof, superseding
all prior understandings  and agreements, whether written or oral.This Agreement
may not be amended or revised except by a writing signed by the parties.

         15. Resolution of Disputes.  Any controversy or claim arising out of or
relating to this Agreement, or any breach thereof shall be settled in accordance
with the Commercial  Arbitration Rules of the American Arbitration  Association,
and  judgment  upon the award may be  entered in any court  having  jurisdiction
thereof. Any arbitration, suits and actions with respect to this Agreement shall
be brought in the County of Santa Clara, California.  The parties consent to the
jurisdiction  and venue of the courts  referred  to herein.  In the event of any
dispute, arbitration, action at law or in equity between the parties in relation
to this Agreement, the nonprevailing party, in addition to other sums which such
party may be  called  upon to pay,  shall  pay to the other  party all costs and
expenses of such action or suit, including reasonable  attorney's fees, incurred
with or without suit.

         16.  Successors and Assigns.  This Agreement  shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns.
The Bank may assign this Agreement to any entity  conducting the business of the
Bank without the prior consent of Griffin. Griffin may not assign this Agreement
without  the prior  written  consent of the Bank.  If Griffin  dies prior to the
expiration of the term of this Agreement,  any sums that may be due him from the
Bank under this  Agreement  as of the date of death shall be paid to  Employee's
executors,  administrators,  heirs,  personal  representatives,  successors  and
assigns.

         17. Captions.  Captions herein have been inserted only for  convenience
of reference and do not define,  limit or describe the scope or substance of any
 provision of this Agreement.

         18. Partial  Invalidity.  If any provision in this Agreement is held by
 a court of competent  jurisdiction to be invalid,  void, or  unenforceable, the
 remaining  provisions  shall  nevertheless continue in full force without being
impaired or invalidated in any way.

         19. Governing  Law.   This  Agreement  shall be   construed  under  and
 governed  by the laws of the  State of California.



<PAGE>



         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement as of the day and year first above written.

SAN JOSE NATIONAL BANK, a..                           THOMAS D. GRIFFIN
national banking association


by  S/James R. Kenny                                  S/Thomas D. Griffin
  --------------------------                       ----------------------------
   its President & CEO......
   -------------------------


by   S/Eugene E. Blakeslee
   --------------------------
     its EVP & CFO   


<PAGE>



December 14, 1995



Mr. Dennis Griffin
Astra Financial Inc.
4030 Moorpark Ave., Suite 122
San Jose, CA  95117

Re:      Stock Acquisition Agreement dated November 17, 195

Dear Mr. Griffin:

This letter is intended to clarify several aspects of the above referenced Stock
acquisition  Agreement  (the  "Agreement").  Terms used in this  letter that are
defined in the Agreement shall have the same meaning as in the Agreement. Please
sign below if you agree with the following:

1.   For purposes of the  Agreement,  an account shall be considered as owned by
     Astra or the Bank  regardless of whether the agreement by which the Account
     Receivable  was  purchased  from the  client is with  recourse  or  without
     recourse.

2.   In section  2(c)(3)(b)  of the  Agreement,  the term  "customers"  shall be
     deemed to mean "clients." Section 7(b)(3)(b) of the Employment Agreement to
     be entered into at the Closing shall be changed in this manner prior to the
     execution of the Employment Agreement.

3.   For purposes of calculating both the Contingent  Purchase Price provided in
     Section 2(c) of the Agreement and the  Portfolio  Growth Bonus  provided at
     Section 7(b) of the Employment  Agreement,  all Accounts  Receivables  from
     clients  listed  on the  attached  Exhibit  A  shall  be  considered  to be
     "generated by Shareholder."

4.   The Company and  Shareholder  have applied or will apply by tomorrow to the
     California Franchise Tax Board for tax clearance, but do not expect to have
     tax clearance prior to the Closing. The Bank agrees to waive the receipt of
     tax clearance as a condition to Closing.

Other than as  specifically  listed above,  the  Agreement  shall remain in full
force and effect.

SAN JOSE NATIONAL BANK



by:  S/James R. Kenny
     James R. Kenny, President & CEO


ACCEPTED AND AGREED:

December 14, 1995

Astra Financial Inc.


   S/Dennis Griffin                                           S/Dennis Griffin
by Dennis Griffin, President                                  Dennis Griffin



<PAGE>







January 5, 1996


Mr. Dennis Griffin
Astra Financial Inc.
4030 Moorpark Ave., Suite 122
San Jose, CA  95117

Re:      Stock Acquisition Agreement dated November 17, 1995

Dear Mr. Griffin:

This letter will confirm our discussions this morning  concerning the closing of
the above  referenced  agreement.  We agree that there is a hold-back of $10,000
under the terms of Section 2(d) of the Stock Acquisition Agreement. The terms of
the agreement shall govern the treatment of that hold-back.

In addition,  we have agreed to a hold-back of $30,000 for income taxes relating
to 1995 net income.  As we  discussed,  accruing an adequate  provision for 1995
income taxes would have caused  Astra's  retained  earnings to decline below the
amount  required as a condition  of closing.  Should  Astra's  1995 income taxes
require a greater provision than $30,000, you will pay us the difference. On the
other hand, if the 1995 taxes require less provision, we will pay you the amount
that is not needed.

Since the $30,000  hold-back  relates to the ending retained  earnings of Astra,
the  Bank and you have  agreed  that the  amount  should  be  reflected  in your
compensation under the Employment Agreement. We have paid you $110,000,  instead
of $140,000, as adjusted with the taxes and other amount required to be withheld
under Section 7(c) of the Employment Agreement.

Other  than as  specifically  listed  above and as  specified  in the  Extension
Agreement  dated January 5, 1996, and our letters to you dated December 14, 1995
and January 5, 1996, the Agreement shall remain in full force and effect.

SAN JOSE NATIONAL BANK

S/Eugene E. Blakeslee

Eugene E. Blakeslee

ACCEPTED AND AGREED:

January 6, 1996

Astra Financial

S/Dennis Griffin                                    S/Dennis Griffin

Dennis Griffin, President                           Dennis Griffin



<PAGE>



                               Extension Agreement



         SAN JOSE  NATIONAL  BANK,  ASTRA  FINANCIAL,  INC. and THOMAS D GRIFFIN
hereby  agree to amend that certain  STOCK  ACQUISITION  AGREEMENT  between them
dated November 17, 1995 as follows:

1.       The reference to "twenty (20) days" in the third line of Section 1(b)of
 the Agreement is hereby amended to read "twenty-two (22) days."

2. The second  sentance of Section 10(c) of the  Agreement is hereby  amended to
read as follows:  "This Agreement shall terminate  automatically without further
action by either  party of the Closing  does not occur on or prior to January 5,
1996.:

3. Other than as set forth in those certain  letters from San Jose National Bank
to Thomas D.  Griffin  dated  December 14, 1995 and january 5, 1996 and holdback
letter agreement of 1/5/96, and as sest forth herein, the Agreement has not been
amended or supplemented and remians in full foce and effect.

Dated:  January 5, 1996

SAN JOSE NATIONAL BANK                     ASTRA FINANCIAL, INC
a national banking association             a California corporation



by       S/Eugene E. Blakeslee                       by      S/Thomas D. Griffin
   ---------------------------------                    ------------------------
its      EVP/CFO                                     its      President
    --------------------------------                     -----------------------


                                                           THOMAS D. GRIFFIN

                                                            S/Thomas D. Griffin
                                                     ---------------------------


<PAGE>