Exhibit 10.41


                BRANCH PURCHASE AND DEPOSIT ASSUMPTION AGREEMENT

         THIS BRANCH PURCHASE AND DEPOSIT ASSUMPTION AGREEMENT (the "Agreement")
is made and entered  into as of this 30th day of January,  2004 (the  "Agreement
Date"), among the following parties (the "Parties"):

         1)       Matrix Capital Bank, a federal  savings bank  organized  under
                  the laws of the United States of America (the "Seller"); and

         2)       FIRSTBANK,  a federal savings bank organized under the laws of
                  the United States of America ("FIRSTBANK" or "Purchaser").

                               W I T N E S S E T H

         WHEREAS,  Purchaser  desires to  purchase  certain of the assets and to
assume certain of the deposit and other  liabilities  of Seller's  branch office
facilities  located in Las  Cruces,  New Mexico and Seller  desires to sell such
assets and to have such liabilities assumed;

         NOW THEREFORE,  in  consideration of the mutual promises and conditions
herein set forth, the parties hereto agree as follows:

         Section 1.  Definitions:  For the purpose of this Agreement,  the terms
defined in this Section 1 shall have the meanings assigned to them herein:

         "Adjustment  Date"  means the fifth  Business  Day after the end of the
first full calendar month following the Closing Date.

         "Branch or  Branches"  means (as the  context  requires)  1) the Branch
Premises,  2)  Seller's  core  banking  activities  and the assets  specifically
described in this  Agreement  arising  from,  accounted  for on the books of, or
relating  most  directly  to,  the Branch  Premises  as  distinguished  from the
operation of Seller's  other  locations  (whether or not related  documents  are
maintained or accounting entries are made at the Branch Premises), or 3) both of
the foregoing.

         "Branch Premises" means  (collectively or individually,  as the context
requires) 1) Seller's  full-service  banking facilities located at 277 E. Amador
and Annex and 3090 Roadrunner  Parkway,  Las Cruces, Dona Ana County, New Mexico
and the  lessor's  interest in the Leases at the  facilities  more  particularly
described in Schedule 6.06, and 2) Seller's  Automated Teller Machine located in
leased facilities at Picacho Hills Country Club, 6861 Via Campestra, Las Cruces,
Dona Ana County, New Mexico.

         "Business  Day" means any day  excluding  Saturday,  Sunday and any day
which is a legal holiday under the laws of the State of New Mexico,  or is a day
on which banking  institutions  located in New Mexico are authorized or required
by law or other governmental action to close.

         "Deposit"  or  "Deposits"  shall have the  meaning set forth in Section
3(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1813(1), including, without
limitation,  and as further  defined  in Section  3.01,  all  uncollected  items
included in the depositors'  balances and credited on the books of the Seller at
the Determination Date.

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<PAGE>

         "Determination  Date" means the Seller's  close of business on the last
Business  Day  preceding  the Closing  Date.  (The daily  statement  of Seller's
Branches  reflecting  the amounts of various  assets and  liabilities  as of the
close of  business  on the  Determination  Date on a full  accrual  basis  shall
determine  with respect to certain items the exact balance being  transferred to
Purchaser, as more specifically set out below).

         "Equipment"  means  those  improvements,   additions,  alterations  and
installations  constituting all or a part of the Branch  Premises,  on and after
the Agreement Date, including, without limitation, the automated teller machines
presently in use at or in  connection  with the  Branches,  artwork,  carpeting,
furniture,  shelving,  and office  supplies  (other  than office  supplies  with
Seller's  name or  trademark),  all as more  specifically  described on Schedule
6.06. As specified in Section  6.06,  Schedule 6.06 hereto shall be delivered by
Seller to Purchaser on or before the 10th  calendar day  following the Agreement
Date.

         "Fixtures"  means  those  improvements,   additions,   alterations  and
installations constituting all or a part of the Branch Premises on and after the
Agreement Date, all as more specifically described on Schedule 6.06.

         "Furniture"  means  those  improvements,   additions,  alterations  and
installations constituting all or a part of the Branch Premises on and after the
Agreement Date, all as more specifically described on Schedule 6.06.

         "Leases" means the real property leases entered into between Seller and
the tenants at the Branch Premises specifically described on Schedule 4.06.

         "Loans"  means all of the loans  included  in the books and  records of
Seller which were originated by the Branches.

         `Transferred Loan" is defined in Section 2.03.

         "Loan Discount" shall have the meaning set forth in Section 2.03.

         "Real Estate Properties" means the real estate and improvements located
in Las  Cruces,  New  Mexico at 277 E.  Amador  and  Annex  and 3090  Roadrunner
Parkway, all as more specifically described in Exhibit A hereto.

         "Contracts" have the meaning given them in Section 4.04.



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<PAGE>




         Section 2. Purchase and Sale of Assets.

                  2.01 Assets to be Purchased - Purchase  Price.  Subject to the
terms and  conditions  provided  here,  Seller agrees to sell to Purchaser,  and
Purchaser  agrees to  purchase  the Real  Estate  Properties,  the  Leases,  the
Furniture,  the Fixtures,  the  Equipment,  the  Contracts,  Cash on Hand at the
Branches,  and the Transferred Loans (collectively,  the "Assets") as they exist
on the  Closing  Date.  The total  purchase  price for the  Assets,  subject  to
adjustment on the  Determination  Date in accordance with Section 5.03, shall be
as follows ("Purchase Price"):

                           Assets                        Purchase Price

                Leases and Furniture,              $ 227,000
                Fixtures and Equipment

                Transferred Loans                  As set forth in Section 2.03.

                Cash on Hand                       Face amount

                Real Estate                        As set forth in Section 2.07

                Purchase Premium                   Determined pursuant
                                                   to section 2.02

                Contracts                          Assumption of the Contracts
                                                   as specified in Section 3.05


                  2.02 Calculation of Purchase Premium.  The "Purchase  Premium"
shall be determined by  multiplying  (A) the average of the daily total Deposits
at the Branches  (but, for purposes of  determining  the Purchase  Premium only,
excluding  specifically  from the definition of Deposits any brokered  deposits,
municipal,  state or public school deposits) during the twenty (20) calendar day
period immediately preceding the Determination Date times (B) 6.5% (as stated in
the letter of intent).

                  2.03 Purchase  Price for  Transferred  Loan and Loan Discount.
The purchase price for each Transferred  Loan  (including,  for purposes of this
Agreement,  the Loan Discount  described below,  the "Transferred  Loan Purchase
Price")  shall  be (A)  100%  of the  unpaid  principal  balance  of  each  such
Transferred Loan on the Determination  Date plus (B) accrued and unpaid interest
on such Transferred Loan through the  Determination  Date.;  provided that, with
respect to each Transferred Loan, Seller shall provide Purchaser a discount (the
"Loan  Discount")  equal  to (A) .75%  multiplied  by (B) the  unpaid  principal
balance of each such Transferred Loan as of the Determination  Date. In no event
shall the Loan Discount with respect to all of the Transferred  Loans be greater
than $170,000.  The Loan Discount is to cover prior General Valuation  Allowance
(GVA) for future losses established on the total of the Transferred Loans on the
books of the Seller to meet the  requirements of Generally  Accepted  Accounting
Principles, and general and specific allowance requirements.


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<PAGE>

                  2.04 Allocation of Purchase Price. The Purchase Price shall be
allocated to the Assets based upon the schedule set forth above.  Purchaser  and
Seller shall jointly participate in preparing Internal Revenue Service Form 8594
("Asset  Acquisition  Statement under Section 1060") to be filed by Purchaser to
reflect this allocation.

                  2.05  Acquisition of Loans.  Purchaser has had the opportunity
to make an extensive  examination of the credit files  containing  documentation
with respect to all of the Loans.  At least ten (10)  Business Days prior to the
Determination  Date, Seller shall provide Purchaser with a list of all Loans and
Purchaser shall mark on such list all Loans which  Purchaser  desires to exclude
from the purchase on the Closing Date. All Loans so included in the purchase are
referred to herein as the "Transferred  Loans" and each is referred to herein as
a  "Transferred  Loan." Thirty days after the Closing Date Purchaser may request
Seller  to  repurchase  any  Transferred   Loan.  Seller  agrees  to  make  such
repurchase,  by wire transfer within two (2) business days following  receipt of
Seller's  request.  The repurchase price for each such  repurchased  Transferred
Loan shall be equal to the  Transferred  Loan Purchase Price for the Transferred
Loan in question.

                  2.06 Acquisition of Real Estate.  At Closing,  Purchaser shall
purchase  from  Seller  and  Seller  shall  sell to  Purchaser  the Real  Estate
Properties.  The terms  upon which such  purchase  and sale shall  occur are set
forth in Exhibit A hereto.

                  2.07. Real Estate  Purchase Price.  The purchase price for the
                  Real Estate Properties shall be equal to the assessed value of
                  the  properties as determined by the Dona Ana County  Assessor
                  for year 2002,  plus a premium  of three and one half  percent
                  (3.5%) of such  assessed  value,  which equals an  acquisition
                  price of:

                  (1)         $  2,215,521
                        ------------------
                  (2)              353,763
                        ------------------
             Total             $ 2,569,284
                        ==================

         Section  3.   Assumption  of   Liabilities;   No  Assumption  of  Other
Liabilities.

                  3.01  Deposit   Liabilities.   Seller   agrees  to  assign  to
Purchaser,  and  Purchaser  agrees  to  assume  on the  Determination  Date  all
obligations and liabilities of Seller to be performed, satisfied, and discharged
on and after the  Determination  Date with  respect to  Deposits  carried on the
books of the  Branches and  existing at the  Determination  Date and owed to the
person,  corporations and other entities  (including Deposits held by Individual
Retirement  Accounts)  named as the  respective  depositors  in the books of the
Branches at the  Determination  Date,  including,  without  limitation,  (a) all
demand deposits,  but excluding  outstanding  cashier's  checks,  other official
checks of Seller,  and (b) all time and savings deposits,  including accrued and
unpaid interest thereon computed through the  Determination  Date, but excluding
any brokered  certificates  of deposits of Seller (the items included in (a) and
(b) above being  collectively,  the  "Deposits").  The term "Deposits" shall not
include  deposit  accounts,  if any, that, by law or contract,  cannot either be
transferred by Seller or assumed by Purchaser. Seller also agrees to transfer to
Purchaser all signature  cards,  deposit  contracts,  canceled  checks and other
records  required to be retained  related to the Deposits in the  possession  of
Seller.

                  3.02 Payment of Checks, Drafts and Orders. Purchaser agrees to
pay all properly payable checks, drafts and withdrawal orders presented to it by
mail, over its counters, or through clearing houses by depositors whose accounts
are carried on the books of the  Branches,  whether  drawn on the check or draft
forms  provided  by Seller  or by  Purchaser,  to the  extent  that the  assumed


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<PAGE>

balances of Deposits to the credit of the respective  makers or drawers shall be
sufficient  to  permit  the  payment  thereof,  and in  all  other  respects  to
discharge,  in the  usual  course  of  the  banking  business,  the  duties  and
obligations of Seller with respect to the balances due and owing with respect to
the Deposits.

                  3.03  Interest on Accounts  Assumed.  Purchaser  agrees to pay
interest on all interest  bearing  Deposits assumed by it in accordance with the
terms  thereof  at the  declared  rate  established  by  Seller,  subject to the
individual  contracts  relating to such Deposits and Purchaser's right to change
applicable interest rates as permitted or required by law.

                  3.04  Assumption of Leases.  Purchaser  shall assume and fully
discharge as they become due all liabilities  and obligations  arising after the
Determination Date under the Leases.

                  3.05 Assumption of Contracts. Purchaser shall assume and fully
discharge as they become due all liabilities  and obligations  arising after the
Determination Date under the Contracts.

                  3.06 No Other Liabilities Assumed.  Purchaser shall not assume
any  liabilities  of  Seller,  or any kind or  description,  known  or  unknown,
disclosed  or  undisclosed,   except  for  the  liabilities  described  in  this
Agreement.  Those  liabilities  and  obligations  of Seller assumed by Purchaser
under this  Agreement  are  referred to herein as the "Assumed  Obligations"  or
"Assumed Liabilities".

         Section 4.  Taxes; Pro-Rations and Reimbursements.

                  4.01  Sales  Taxes.  Purchaser  shall  pay and remit all sales
taxes or use  taxes  which,  by law,  become  due and  payable  by reason of the
consummation of the transaction contemplated hereby.

                  4.02 Ad Valorem Taxes. Ad valorem taxes and personal  property
taxes  accruing or assessed  with  respect to the Assets for the  calendar  year
which includes the Closing Date shall be pro-rated  between Purchaser and Seller
as of the Closing  Date.  If the amount of such taxes cannot be  ascertained  at
Closing,  such  pro-ration  shall be done on the  basis of  taxes  assessed  for
calendar year 2003.

                  4.03 Utilities.  The net actual payment  necessary to pro-rate
utility bills (including  without limitation monthly statements for electricity,
natural gas,  water,  sewer,  trash  collection and telephone)  shall be made by
Purchaser  or  Seller,  as  applicable,  on the  Adjustment  Date,  but with the
pro-ration calculated as of the Closing Date.

                  4.04  Contracts.  All  equipment,  maintenance,  supplies  and
material,  and service  agreements  relating to the Branches  ("Contracts")  are
listed on Schedule  6.07.  Seller shall assign to  Purchaser,  as of the Closing
Date, any of Seller's rights under the Contracts.

                  4.05 Leases. All payments under Leases shall be prorated as of
Closing Date.

                  4.06 Rental  Income.  Seller will assign all  building  leases
relating  to the Real  Estate  Properties  to  Purchaser.  All  tenant  deposits
covering  such items as first and last months  rentals plus any damage  deposits
held in escrow will be assigned to the Purchaser.  Schedule of tenant leases are
detailed in Schedule 4.06.


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<PAGE>

                  4.07 Safe  Deposit  Boxes.  Box  income  will be  prorated  to
Purchaser based on the Determination Date.

                  4.08 Employees.

                           (a)  On  the  Closing  Date,  Purchaser  shall  offer
employment at the Branches to all employees of Seller
employed at the Branches at base wages and salaries no less  favorable  than the
wages and  salaries  currently  being paid by Seller to such  employees.  To the
extent consistent with Purchaser's  existing structure for comparable  positions
and comparable officer titles and its current policies regarding officer titles,
such  employees  shall be offered  positions with  responsibilities  and officer
titles  comparable to those they currently have with Seller.  All such employees
accepting  employment  with  Purchaser  are  hereafter  called  the  "Continuing
Employees".  Purchaser  shall cause all  Continuing  Employees  to have the same
benefits provided by Purchaser  generally to employees of Purchaser.  Continuing
Employees  will be  provided  with  credit  for  time  served  with  respect  to
Purchaser's  employee  Profit  Sharing and Employee  Stock  Ownership  Plan.  In
addition,  Purchaser shall permit each Continuing  Employee the option to obtain
past  service  credit for accrued  vacation as of the  Determination  Date or to
accept  payment  from the  Seller  for  such  accrued  vacation  leave as of the
Determination  Date (in which case, no past service  credit shall be provided by
Purchaser to the Continuing  Employee).  In the event that a Continuing Employee
chooses to accept  from  Purchaser  past  service  credit for his or her accrued
vacation as of the  Determination  Date,  then Seller shall pay to Purchaser the
amount, plus applicable payroll taxes, that otherwise would have been payable to
such  Continuing  Employee  had he or she  chose  to be paid  for  such  accrued
vacation.
                           (b) Seller  agrees that it shall  render to Purchaser
commercially  reasonable  assistance in soliciting  employees of the Branches to
accept  employment  with  Purchaser,  including  but not  limited to  permitting
Purchaser  to  immediately   contact  and  solicit  such  employees.   Purchaser
acknowledges  that Seller has made no  assurances  to Purchaser  with respect to
such  employees'  accepting  positions with Purchaser and incurs no liability to
Purchaser in rendering the assistance referred to herein.

                           (c)  Purchaser  shall  have  no  liability  to any of
Seller's  current  employees for any accrued wages,  sick leave,  vacation time,
pension  obligations  or any other  employee  benefits.  Purchaser  will have no
liability and will not assume  obligations  under any "employee  benefit  plan",
through the  Closing  Date (as such term is defined in the  Employee  Retirement
Security Act of 1974, as amended) of Seller or any other obligations (including,
without  limitation,  severance  obligations)  of Seller to the employees of the
Branches. Seller will be responsible for fulfilling,  and resolving any disputes
concerning  its  liabilities  or  obligations  (including,  without  limitation,
severance  obligations) to the employees at the Branches under any such employee
benefit  plan or  otherwise.  All  wages  and  salaries,  workers'  compensation
payments,  vacation pay and social security and unemployment  taxes of employees
of the  Branches  shall be paid by Seller  for the period to and  including  the
Determination  Date. Seller affirms that there are no employment  contracts with
any Continuing Employees in effect at Closing Date.


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<PAGE>

         Section 5. Closing.

                  5.01  Date  of  Closing.   The  closing  of  the  transactions
contemplated  hereby (the "Closing")  shall take place at a mutually agreed time
and place on a  Business  Day  within 30 days  following  the  satisfaction  (or
waiver,  when  appropriate)  of all  conditions,  including  the  receipt of all
required regulatory approvals for the transactions  provided for herein, and the
expiration of any statutory  waiting  periods  applicable  thereto.  The date of
Closing is referred to herein as the "Closing  Date".  The effective time of the
Closing for the purpose of final calculation of balances of Assets  transferred,
liabilities  assumed,  and Deposits and accrued  interest thereon shall be as of
Seller's  normal close of business on the  Determination  Date.  Purchaser shall
take  possession  of the Branch  Premises  and shall open branch  offices at the
Branch Premises  effective at the normal closing of business on the Closing Date
notwithstanding  the fact that the Closing may not be concluded until later that
day.  Provided that the Closing is in fact  consummated on the Closing Date, all
banking transactions occurring (deposits, withdrawals, receipt of loan payments,
accrual of  interest,  etc.) with  respect to any Assets  purchased  or Deposits
assumed shall be treated (as between  Purchaser  and Seller) as having  occurred
subsequently  to the Closing  and shall  become  part of the  operations  of the
Purchaser.

        5.02 Actions of Parties at Closing.

                           (a) At Closing, Seller Shall:

                                    (1)  Execute  and  deliver to  Purchaser  in
recordable form an assignment of the Leases together with any required  consents
and any  assignments  reasonably  necessary  in  order to  evidence  the sale to
Purchaser,  without  recourse,  of the  Transferred  Loans  and  any  collateral
relating thereto;

                                    (2) Execute and  deliver to  Purchaser  such
bills of sale,  endorsements,  assignments and other  instruments of transfer as
reasonably  required in order to evidence  ownership of the Assets in Purchaser,
together with any required consents;

                                    (3)   Deliver  to   Purchaser,   all  files,
documents,  papers,  agreements  and  other  records  pertaining  to the  Assets
transferred and the Assumed Liabilities;

                                    (4)   Deliver the Cash on Hand to Purchaser;

                                    (5)  Deliver  physical   possession  of  the
Branch Premises to Purchaser, including delivery of keys, security codes, etc;

                                    (6) Pay to  Purchaser  by wire  transfer  in
same day funds a sum of money  equal to the  amount of the  Deposits  assumed by
Purchaser  pursuant  to  Section  3  (including  interest  accrued  through  the
Determination  Date) and  execute,  acknowledge  and  deliver to  Purchaser  all
certificates  and other  documents  required to be delivered to Purchaser at the
Closing pursuant to the terms of this Agreement.

                           (b)      At the Closing, Purchaser shall:
                                    (1)     Pay to Seller the Purchase Price;
                                    (2)  Execute,  acknowledge  and  deliver  to
Seller  such  instruments  and  documents  as  reasonably  required  to evidence
Purchaser's assumption of the Assumed Liabilities

                                    (3)  Execute,  acknowledge  and  deliver  to
Seller all certificates  and other documents  required to be delivered to Seller
at the Closing pursuant to the terms of this Agreement.

                  5.03  Adjustment  Date:  The payments which are required to be
  made on the Closing Date shall be made  pursuant to a  preliminary  settlement
  statement agreed to by the parties,  substantially in the form of Schedule 2.0
  hereto.  On the Adjustment Date,  Seller and Purchaser shall make an adjusting
  settlement  between  each other as of the  Determination  Date with  regard to
  pro-rations and other  adjustments  provided in this Agreement and with regard
  to any errors,  omissions  or  miscalculations  with regard to amounts paid by
  either  party  on  the  Closing  Date  or  subsequently;  notwithstanding  the
  foregoing, Purchaser and Seller shall make settlement with each other as often



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  as each Business Day, if necessary,  in order to reimburse the other party for
  cashier's  checks or customer  checks  presented  to and paid by one party but
  required to be paid by the other party pursuant to this Agreement.

                  Section 6.  Representations  and Warranties of Seller.  Seller
represents and warrants to Purchaser as follows:

                  6.01 Organization of Seller.  Seller is a federal savings bank
duly organized, validly existing under the laws of the United States and has all
requisite corporate power and authority and possesses all governmental and other
permits,  licenses,  approvals  and  other  authorizations  to own or lease  its
properties  and to carry on its  business as now being  conducted.  Seller is an
insured  bank as defined in the Federal  Deposit  Insurance  Act and  applicable
regulations thereunder.

                  6.02  Authority;  Binding  Effect.  Seller  has full right and
authority to enter into this  Agreement and subject to receipt of any applicable
regulatory approvals,  to perform its obligations  hereunder.  The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly and validly authorized by the Board of Directors of Seller
and no other  corporate  acts or proceedings on the part of Seller are necessary
to authorize this Agreement or the  transaction  contemplated  hereby;  and this
Agreement  constitutes  the  valid  and  legally  binding  obligation  of Seller
enforceable  against  Seller in  accordance  with its terms.  The  execution and
delivery of this Agreement,  the consummation of the  transactions  contemplated
hereby and the compliance by Seller with any of the  provisions  hereof will not
conflict with,  result in a breach of, or entitle any party to terminate or call
a default with respect to any contract or instrument to which the Seller and the
Assets or liabilities assumed hereunder are subject.

                  6.03 Financial Records.  All books and records of the Branches
have been (and will be as of the Closing Date) kept in accordance with generally
accepted  accounting  principles and in accordance  with all  applicable  record
retention  periods under  federal or state law in all material  respects and the
financial  records of the Seller as of November 30, 2003  present  fairly in all
material  respects the  financial  position of the  Branches  and are  complete,
current, and accurate in all material regards as of the date(s) so stated.

                  6.04  Liability and  Obligations.  At the Agreement  Date, the
Branches had no obligation or liability,  whether accrued, absolute,  contingent
or  otherwise,  which was  material  to the  financial  condition,  business  or
obligations of the Branches or which when combined with all similar  obligations
or  liabilities,  would have been material,  which has not been reflected in the
Branches'  financial  records,  or in the schedules referred to herein, nor does
there  exist a set of  circumstances  resulting  from  transactions  effected or
events  occurring with respect to the Assets on or prior to the Agreement  Date,
or from any  action  omitted  to be  taken  during  such  period  which,  to the
knowledge of Seller, could reasonably be expected to result in any such material
obligation or liability,  except as disclosed in the financial records or in the
schedules referred to herein.

                  6.05 Evidence of  Indebtedness.  Each note or other instrument
evidencing a Transferred Loan and any related security  agreement or instruments
(including  without  limitation a guaranty or similar  instrument) is (A) to the
knowledge of Seller, a legal,  valid and binding obligation of the obligor named
therein, enforceable against such obligor in accordance with its terms (subject,
as  to  enforcement   of  remedies,   to  applicable   bankruptcy,   insolvency,


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<PAGE>

reorganization,  moratorium  and similar laws from time to time in effect),  (B)
has not been  participated out to another lender,  and (C) all actions necessary
to perfect any  related  security  interest  have been taken or will be taken by
Seller in a timely manner.  To the best knowledge of Seller, no Transferred Loan
is subject to any defense,  offset or  counterclaim  and each  Transferred  Loan
complies  with all  applicable  laws and  regulations  known to  Seller.  To the
knowledge  of  Seller  there are no valid  claims  for  offset or other  defense
(including, but not limited to usury) by any such obligor based on any action or
omission of Seller.

                  6.06 Physical  Properties.  Schedule  6.06, to be delivered by
Seller to Purchaser  within ten (10)  calendar  days  following the execution of
this Agreement,  provides an itemized list of all items of Furniture,  Fixtures,
Equipment,  and other  Assets  owned by Seller and located at the Branches as of
the  Agreement  Date,  except those items,  if any, of  Furniture,  Fixtures and
Equipment  listed in Schedule  6.06 which are not being  acquired by  Purchaser.
Seller  owns  each such item  free and  clear of all  liens,  pledges,  security
interests,  charges,  burdens,  encumbrances,  options and adverse  claims.  The
operation  of the  property and business of Seller at the Branches in the manner
in which they were  previously  operated  or are now  operated  does not, to the
knowledge of Seller, violate any existing or proposed environmental laws, zoning
ordinances,  building codes or municipal  regulations in such a way as could, if
such laws,  ordinances  or  regulations  were  enforced,  result in any material
impairment  of the use of the  Branches  for the  purpose for which they are now
operated.   Seller  is  aware  of  no  existing  or  contemplated   condemnation
proceedings  affecting or relating to the Branch premises and Seller has paid or
will pay in full all bills and invoices for labor and materials arising from the
ownership and operation of the Branch premises and such Branch premises shall be
in good operating condition and free of all liens and claims.

                  6.07. Agreements, Contracts and Commitments.  Schedule 6.07 to
this Agreement lists specifically all Contracts to which Seller is a party or by
which  Seller or any of the  Assets is in any way  affected  or bound.  All such
Contracts  are  legally  valid and  binding  and in full force and  effect,  and
neither  Seller nor, to the  knowledge of Seller,  any other party is in default
thereunder.  None of the rights of Seller  thereunder  will be  impaired  by the
consummation of the transactions contemplated hereby.

                  6.08.    Taxes.

                           (a) There are no tax liabilities of Seller that could
become  payable by Purchaser as a result of the fact that  Purchaser will be the
transferee of the Assets (except only ad valorem taxes, personal property taxes,
real  estate  taxes,  which  are not yet due and  payable,  and  which are to be
prorated pursuant to Section 4.

                           (b) With  respect to all  interest  bearing  accounts
assigned to Purchaser, the records of Seller transferred to Purchaser contain or
will  contain  all  information  and  documents  (including  without  limitation
properly  completed Forms W-9) necessary to comply in all material respects with
all  information  reporting and tax withholding  requirements  under federal and
state laws,  rules and  regulations,  and such records identify with specificity
all accounts subject to backup withholding under the Internal Revenue Code.

                           (c)  All   federal,   state,   and   local   payroll,
withholding,  property, sales, use and transfer taxes, if any, which are due and
payable by Seller  relating to the  operation of the Branches on or prior to the
Closing  Date  shall  be paid in full or  Seller  shall  have  made  appropriate
provision for such payment in accordance with ordinary business practices.


                                       9
<PAGE>

                  6.09 Compliance  with Laws.  Seller is not in violation of any
law,  statute,  rule,  governmental  regulation  or  order,  or court  decree or
judgment which violation would reasonably be expected to have a material adverse
effect on the Assets, the liabilities to be assumed under this Agreement, or the
business and operations of the Branches.

                  6.10 Litigation or Other Proceedings. There is no suit, action
or legal,  administrative,  arbitration  or other  proceedings  or  governmental
investigation pending or threatened,  which would reasonably be expected to have
a material  adverse  financial  effect on Seller,  the Assets,  the  liabilities
assumed or the business and operations of the Branches.


                  6.11 Inchoate Claims. Seller has no notice or knowledge of any
agreement,  claim  or  controversy,   relating  to  Seller  either  directly  or
indirectly,  which would  reasonably  be  expected to result in a suit,  action,
proceeding or other formal procedure against Seller relating to the Assets,  the
liabilities  assumed,  or the  business  and  operations  of the  Branches,  nor
knowledge  of  any  circumstances  which  might  give  rise  to  such  claim  or
controversy  other than actions  taken by Seller in the normal course of banking
business.

                  6.12 Broker's or Finder's Fee. There is no valid claim against
Seller  by any  broker or other  third  party for any  finder's  fee,  brokerage
commission or other similar  payment  related to the  transactions  contemplated
hereby.

                  6.13  Insurance.  Seller has in full force and effect policies
of insurance and fidelity bonds of type and in amounts that are customary in the
banking  industry for an institution of comparable size and Seller will continue
all of such  insurance  and  bonds in full  force and  effect  and will give all
notices and present all claims  thereunder  in due and timely  fashion up and to
the Closing Date.

                  6.14  Accident  and Claims.  There have been no  accidents  or
similar events relating to the Branches which have resulted,  or may result,  in
claims  against  Seller which are not either fully covered by  insurance,  or by
reserves, or other provisions created, or made, for such claims.

                  6.15 Employment  Agreements.  Seller is not a party to (i) any
written  employment  agreement,  (ii) any oral or written  management  agreement
relating to the Real Estate Properties,  or (iii) any oral employment  agreement
with  personnel of the Branches  which cannot be  terminated  at the election of
Seller on not more than thirty (30) days notice.

                  6.16  Hazardous  Substances.  The  Branches  and  the  use and
operation  of the Branches are in  compliance  with all federal,  state or local
laws,  ordinances or regulations  relating to industrial hygiene and to the best
knowledge  of the Seller the  environmental  conditions  on,  under or about the
Branches  including without  limitation air, soil, surface water and groundwater
conditions  are in material  compliance  with all federal,  state or local laws,
ordinances or  regulations  relating to  environmental  conditions.  To the best
knowledge of Seller, there are no environmental, health or safety conditions on,
under or about the Branches, including without limitation the air, soil, surface
water and groundwater  that would  materially  interfere with the conduct of the
business of the  Branches  or  materially  adversely  affect the  Branches,  the
Assets,  or the assumed  liabilities.  To the best of the  knowledge  of Seller,
neither  Seller nor any third party,  including,  without  limitation,  Seller's
predecessors  in title to the Branches,  have used or installed any  underground
tanks or gas or oil wells, or used, generated,  manufactured,  treated,  stored,


                                       10
<PAGE>

placed,  deposited,  discharged,  released or disposed of on, under or about the
Branches or  transported  to or from the Branches any Hazardous  Substances  (as
defined  below).  To the best  knowledge of the Seller,  the Branches have never
been used as a dump or landfill site, there are no asbestos-containing materials
in the Branches or incorporated into the improvements in violation of applicable
laws,  there are and have been no  polychlorinated  biphenyl  ("PCB")-containing
electrical  transformer  fluorescent  light  fixture with  ballasts or other PCB
Item, as defined at 40 C.F.R.  Section 761.3 or any PCB-containing  fluid on the
Branches,  or to the best  knowledge  of the Seller are there or have there ever
been any  investigations,  notices or  violations,  requests for  information or
claims  of any  kind  asserted  or  threatened  to be  asserted  by any  person,
including  any  federal,  state or local  governmental  agency  relating  to the
storage,  disposal,  discharge  or  release  of any  Hazardous  Substances.  For
purposes of this  Agreement,  "Hazardous  Substances"  shall mean any flammable,
explosive,  radioactive  material,  hazardous waste,  toxic substance or related
material  and any  other  substance  or  material  defined  or  designated  as a
hazardous or toxic substance,  material or waste by any federal,  state or local
law or environmental  statute,  regulation or ordinance  presently in effect and
shall include,  without  limitation,  (i) those  substances  included within the
definition of "hazardous substances",  "hazardous materials", toxic substances",
"solid waste" in the Comprehensive  Environmental  Response,  Compensation,  and
Liability Act of 1980, as amended, 42 U.S.C. Sections 9601, et seq. the Resource
Conservation  and Recovery Act of 1976,  42 U.S.C.  Sections  6901 et seq.,  the
Toxic Substances Control Act, 15 U.S.C. Sections 2601 et seq., and the Hazardous
Materials  Transportation  Act,  49  U.S.C  Sections  1801 et  seq.,  and in the
regulations  promulgated  pursuant to said laws; (ii) those substances listed in
the United States  Department  of  Transportation  Table (49 D.F.R.  172.101 and
amendments thereto) or by the Environmental  Protection Agency (or any successor
agency) as hazardous  substances (40 C.F.R.  Part 302 and  amendments  thereto);
(iii) such other  substances,  materials  and wastes which are  regulated  under
applicable  local,  state or federal law, or the Unites  States  government,  or
which are classified as hazardous or toxic under federal, state or local laws or
regulations;  (iv) any  material,  waste or  substance  which is or contains (i)
petroleum,  (ii)  asbestos or (iii) PCB, or which is  designated as a "hazardous
substance"  pursuant to Section  311 of the Clear  Water Act, 33 U.S.C  Sections
1251 et seq. (33 U.S.C.  ss.1321) or listed pursuant to Section 307 of the Clean
Water  Act (33  U.S.C.  ss.1317),  provided,  however,  that the term  shall not
include  those  substances  that  are  of a  character  and  quantity  that  are
reasonably  associated  with  the  use of the  Real  Estate  Properties  as bank
branches.

                  6.17 Deposits.  Attached hereto as Schedule 6.17 is a true and
accurate schedule of all Deposits (excluding brokered CDs, but including IRA's),
and related information,  which are domiciled at the Branches,  prepared as of a
date within 10 calendar  days of the  Agreement  Date (which  Schedule  shall be
updated at and as of the Determination  Date and, as updated,  shall be true and
accurate as of such date).  The Deposits are insured by the Savings  Association
Insurance  Fund of the  Federal  Deposit  Insurance  Corporation  to the fullest
extent  permitted  by federal  law. To the best  knowledge  of the  Seller,  the
Deposits  were  solicited and currently  exist in material  compliance  with all
applicable  requirements  of  federal,  state  and  local  laws and  regulations
promulgated  thereunder  (for  purposes of this clause,  Deposit would not be in
material compliance if the non-compliance subjects the depository institution to
any penalty or liability). The Deposits (i) are in all material respects genuine
and enforceable  obligations of Seller,  except to the extent enforcement may be
limited by applicable  bankruptcy,  insolvency,  reorganization or other similar
laws affecting  creditor's rights generally and by general  principles of equity
and (ii) were acquired in the ordinary course of Seller.


                                       11
<PAGE>

                  6.18     Tenant Leases.

                                    (a)  The  Leases   are  valid  and   binding
obligations  of Seller,  enforceable  against  Seller in  accordance  with their
terms,  subject as to  enforcement to  bankruptcy,  insolvency,  reorganization,
moratorium,  laws  governing  fraudulent  conveyance or equitable  subordination
principles  and other laws of general  applicability  relating  to or  affecting
creditors'  rights  generally and to general  principles of equity.  To the best
knowledge  of  Seller,  the  Leases  are valid and  binding  obligations  of the
lessees, enforceable against the lessees in accordance with their terms, subject
as to enforcement to bankruptcy,  insolvency,  reorganization,  moratorium, laws
governing fraudulent conveyance or equitable subordination  principles and other
laws  of  general  applicability  relating  to or  affecting  creditors'  rights
generally and to general  principles of equity. To the best knowledge of Seller,
the lessees under the Leases are not in default under, and no event has occurred
which,  with notice or the lapse of time or both would  constitute  a default by
any lessee under the Leases.  Seller has not previously  received  notice of any
event of default, or event or condition which with the giving of notice or lapse
of time,  or both,  would  constitute  a default  under the  Leases.  Seller has
delivered a true and correct copy of the Leases to Purchaser. The Leases are the
only  agreements  between  the  Seller  and the  respective  tenants  thereunder
relating to the Branch  Premises.  The  respective  Leases  represent the entire
agreement between the respective  tenants thereunder and the Seller with respect
to the Branches. All payments of rent or other monies required to be paid to the
Seller pursuant to the Leases have been paid. The terms of the Leases permit the
premises  subject to the Leases to be used as  commercial  offices  only.  Lease
summaries are detailed herein as Schedule 4.06.

                                    (b) Seller is not  entitled to, and has made
no agreements with the tenants under the Leases,  or tenants' agents,  employees
or  representatives,  concerning  free rent, or other type of rental  concession
including, without limitation, lease support payments or lease buyouts.

                  6.19  FIRPTA.  Seller is not a  "foreign  person"  within  the
meaning of the Internal Revenue Codess.1445.

                  6.20 Closing Date.  Each  representation  and warranty made by
Seller in this section  shall be deemed to be made on and as of the date here of
and as of the Closing Date.

                  6.21  Representation  Not  Misleading.  No  representation  or
warranty  by the  Seller  contained  in this  Agreement,  nor in any  exhibit or
schedule  furnished  to the  Purchaser by the Seller under and pursuant to, this
Agreement  contains or will  contain as of the date made and on the Closing Date
any  untrue  statement  of a  material  fact or  omits  or will  omit to state a
material fact necessary to make the statements  contained herein or therein,  in
light of the circumstances under which it was or will be made, not misleading.

                  6.22  Consents  and  Approvals.   Except  for  any  applicable
regulatory approvals, no consents,  approvals, filings or registrations with any
third party or public body or agency are required in  connection  with  Seller's
consummation of this transaction.

         Section 7.  Representations  and  Warranties  of  Purchaser.  Purchaser
represents and warrants to Seller as follows:

                  7.01 Organization of Purchaser. Purchaser is a federal savings
bank,  duly organized,  validly  existing under the laws of the United States of
America and has all corporate power and authority and possesses all governmental
and other permits, licenses,  approvals and other authorizations to own or lease


                                       12
<PAGE>

its properties and to carry on its business as now being conducted. Purchaser is
an insured bank as defined in the Federal  Deposit  Insurance Act and applicable
regulations relating thereto.

                  7.02 Authority;  Binding Effect.  Purchaser has full right and
authority to enter into this Agreement and, subject only to obtaining regulatory
approvals,  to perform its obligations hereunder.  The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby have
been duly and validly  authorized  by the Board of  Directors of  Purchaser;  no
other  corporate  acts or  proceedings on the part of Purchaser are necessary to
authorize  this  Agreement or the  transactions  contemplated  hereby;  and this
Agreement  constitutes  the valid and legally  binding  obligation  of Purchaser
enforceable  against  Purchaser in accordance with its terms.  The execution and
delivery of this Agreement,  the consummation of the  transactions  contemplated
hereby and the compliance by Purchaser  with any of the  provisions  hereof will
not conflict  with,  result in a breach of, or entitle any party to terminate or
call a default with respect to any contract or instrument to which the Purchaser
is subject.

                  7.03 Broker's or Finder's Fees.  Except for the fee to Bearing
Point,  Inc.,  which shall be paid solely by Purchaser,  there is no valid claim
against  Purchaser  by any broker or other  third  party for any  finder's  fee,
brokerage  commission  or other  similar  payment  related  to the  transactions
contemplated hereby.

                  7.04 Closing Date.  Each  representation  and warranty made by
Purchaser  in this  Article  7 shall be  deemed to be made on and as of the date
hereof and as of the Closing Date.

                  7.05  Representation  Not  Misleading.  No  representation  or
warranty by the  Purchaser  contained in this  Agreement,  nor in any exhibit or
schedule  furnished  to the Seller by the  Purchaser  under and pursuant to this
Agreement  contains or will  contain as of the date made and on the Closing Date
any  untrue  statement  of a  material  fact or  omits  or will  omit to state a
material fact necessary to make the statements  contained herein or therein,  in
light of the circumstances under which it was or will be made, not misleading.

                  7.06  Consents  and  Approvals.   Except  for  any  applicable
regulatory approvals, no consents,  approvals, filings or registrations with any
third party or public body or agency are required in connection with Purchaser's
consummation of this transaction.

                  7.07 Community Reinvestment Act. At its most recent regulatory
evaluation of the Purchaser's  performance under the Community  Reinvestment Act
(the  "CRA"),   the   Purchaser's   record  of  performance  was  deemed  to  be
"outstanding"  or  "satisfactory",  and no  proceedings  are  pending or, to the
knowledge of the  Purchaser,  threatened,  that would result in a change in such
evaluation.  Purchaser has not received any adverse public comments with respect
to its  compliance  under the CRA since the date of its most  recent  regulatory
evaluation of its performance under the CRA.

                  7.08 USA PATRIOT Act. The Purchaser is in material  compliance
with the  applicable  provisions  of the  Uniting and  Strengthening  America by
Providing  Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 and the Bank Secrecy Act, and its implementing regulations.


                                       13
<PAGE>

                  7.09 Regulatory Conditions.  To the Purchaser's knowledge,  no
fact or  condition  exists with respect to the  Purchaser  which  Purchaser  has
reason to believe will prevent it from  obtaining  approval from the  applicable
governmental authorities of the transactions contemplated herein.

                  7.10 Application Filings. The Purchaser and Seller shall cause
to be filed within 10 calendar days of the Agreement  Date,  those  applications
necessary to obtain the approval from the applicable governmental authorities to
complete the transactions  contemplated  herein.  Purchaser and Seller shall pay
their own application filing fees.

         Section 8. Conduct and  Transactions  Prior to Closing Date.  Seller or
Purchaser,  as the case may be,  covenant that,  except as otherwise  previously
consented to in writing by the other party not making such covenant  between the
date of this  Agreement  and the Closing  Date,  such party will do or cause the
following to occur:

                  8.01.  Preservation of the Business of Seller. The business of
Seller at the Branches shall be conducted only in the ordinary course consistent
with past practices of the Seller.

                  8.02 Employee Compensation. Except for (A) customary merit and
grade  increases,  and (B) annual bonuses for 2003 performance that have not yet
been paid,  in each case made in the  ordinary  course by Seller and  consistent
with its past  practices,  no increase will be made in the  compensation  of the
employees at the Branches  including,  but not limited to, normal bonus,  profit
sharing and other compensation.

                  8.03   Relationship.   Seller   shall  use  its   commercially
reasonable  efforts to maintain and preserve its relationships  with depositors,
customers, and others having business relationships with the Branches.

                  8.04 Public  Announcements;  Purchaser's  Right to Communicate
with Bank  Customers.  Neither  the  Purchaser  nor Seller  shall make any press
release, public announcements,  or disclosure to any person or entity not having
a need to know,  including  announcements to employees or customers,  concerning
the transactions provided for in this Agreement without the prior consent of the
other party hereto,  which consent shall not unreasonably be withheld,  delayed,
or denied,  unless disclosure is required by law or regulation.  Purchaser shall
also  have the  right  to  participate  in  preparing  the  text of any  written
communication which the Seller may mail to its customers concerning the proposed
transaction or the assumption of their Deposits by the Purchaser.

                  8.05  Regulatory  Approvals.  Purchaser,  with the  reasonable
cooperation of the Seller,  shall promptly prepare and file (but in any event no
later than 10 calendar days following the Agreement date) appropriate  documents
with The Office of Thrift  Supervision,  and any other regulatory agencies whose
approval or consent  may be  required  and  thereafter  use its best  efforts to
obtain  timely  the  requisite,  unconditional  approvals  for the  transactions
contemplated hereby from those agencies.

                  8.06  No  Offers  or  Negotiations.  Neither  Seller  nor  its
affiliates  will,  directly  or  indirectly,  negotiate,  solicit,  initiate  or
encourage  submission of proposals or offers from any other  persons  (including
without  limitation  any of its  or  their  officers,  directors,  employees  or
significant stockholders) relating to any acquisition or purchase of any portion


                                       14
<PAGE>

of the Assets or Assumed  Liabilities.  Seller shall promptly cease and cause to
be terminated  any current  negotiations  conducted  with any parties other than
Purchaser with respect to any such acquisition.  Any consent  heretofore granted
by Seller or its affiliates to permit  persons to make any such proposal  (other
than consents given to Purchaser) shall  immediately be withdrawn and no further
consents,  waivers or amendments shall be granted by Sellers. The provisions and
requirements  of  this  Section  8.06  shall  immediately   terminate  upon  any
termination of this Agreement pursuant to Section 15.

                  8.07 IRA Accounts.  Prior to the Closing Date, Purchaser shall
designate a successor  trustee or custodian,  which may be Purchaser,  as to any
IRA  constituting  a liability to be assumed by  Purchaser  and for which Seller
acts  as  trustee  or  custodian.   Seller  will  transfer  the  trusteeship  or
custodianship  of all such IRAs to such  successor  trustee or  custodian on the
Closing  Date.  Seller shall be  responsible  for all  federal,  state and local
income tax  reporting  for such  accounts  for the period  ending on the Closing
Date,  and the  successor  trustee or custodian  shall be  responsible  for such
reporting thereafter.

                  8.08  Operational  and  Data  Processing  Conversion  Matters.
Seller  shall  cooperate  with  Purchaser's  reasonable  requests  in  order  to
accommodate any and all  requirements for Purchaser to convert the operations of
the Branches from branches of Seller to branches of Purchaser, including without
limitation any requirements for the conversion of data processing to Purchaser's
systems.  Seller  covenants  that  it will  assist  Purchaser  with  Purchaser's
reasonable  requests following the Closing in the event that Purchaser is unable
to complete its  requirements  prior thereto.  If Purchaser  believes it will be
unable to complete conversion prior to Closing, Purchaser shall so notify Seller
at least 30 days prior to Closing.  In such event,  Seller and  Purchaser  shall
negotiate in good faith to reach a service agreement that provides for Seller to
continue to "service" the Deposits and  Transferred  Loans for an interim period
of time and which  provides  for Seller to be  compensated  for  providing  such
services at Seller's fully-loaded costs not to exceed $5,000 per month.

                  8.09  Access  to  Books  and  Records.  Seller  shall  furnish
Purchaser  with  such  additional  financial  and  other  data  and  information
regarding the Assets and  liabilities to be assumed as Purchaser  reasonably may
request from time to time, including without limitation any information required
for inclusion in all government applications necessary to effect the transaction
contemplated  hereby.  Upon reasonable notice,  Seller shall permit officers and
authorized  representatives  of Purchaser  access to inspect the Branches during
normal  business hours or at such other time mutually agreed by both parties and
permit  Purchaser to make or cause to be made such reasonable  investigation  of
information and material  relating to the condition of the Branches,  including,
if any, general and subsidiary  ledgers,  deposit records and other  information
concerning the business, property and legal questions concerning the Branches as
Purchaser  reasonably  deems  necessary or  advisable.  Purchaser  shall furnish
Seller with such additional  financial and other data and information  regarding
Purchaser as Seller reasonably may request from time to time,  including without
limitation any information required for inclusion in all government applications
necessary to effect the transaction contemplated hereby.

                  8.10  Operation of Branches  pending  Closing.  Excluding loan
commitments and deposits  issued in the ordinary course of Seller,  Seller shall
not in  respect  of the  operations  at the  Branches  enter  into any  contract
agreement or commitment  which  obligates the Purchaser for amounts in excess of
$5,000  without  prior  written  approval  from  Purchaser,  which  shall not be
unreasonably withheld.


                                       15
<PAGE>

         Section 9.  Obligation of Parties After the Closing.  After the Closing
Date, and in addition, and not by way of limiting any of the foregoing:

                  9.01 Business Relationship.

                                    (a) For a period of twenty-four months after
the  Closing  Date,  Seller  shall not  cause,  or  attempt  to cause or induce,
directly or indirectly,  any person now or hereafter employed at the Branches to
terminate such  employment;  nor cause,  directly or  indirectly,  or attempt to
cause,  any  customer or depositor  whose name now or  hereafter  appears on the
books  and  records  of the  Branches  to  withdraw  her,  his  or  its  banking
affiliation  from the  Branches;  provided,  however,  the mere fact that Seller
hires any person formerly  employed at the Branches or accepts banking  business
from a former customer or depositor of the branches shall not be deemed to prove
Seller's breach under this subsection 9.01.

                                    (b) For a period of twelve months  following
the  Closing  Date,  Seller  shall  not and  shall  cause  it  subsidiaries  and
affiliates, successors or assigns not to, and shall not enter into any agreement
to, acquire, lease, purchase, own, operate or use any building,  office or other
facility or premises  located  within Dona Ana County in the State of New Mexico
for  the  purpose  of  accepting  deposits,  cashing  checks,  making  loans  or
conducting  general  banking  business.  This  provision  shall not prohibit any
acquirer of the Seller or any of its  subsidiaries  or affiliates that currently
maintains banking  operations in Dona Ana County from continuing such operations
after any such acquisition.

                  9.02 Transit Items. Each party shall exercise its best efforts
to assist the other party in the  adjustment  and  delivery of all  overages and
shortages of documentary and cash items in transit and items in collection as of
the Determination  Date, as the interest in such items of the respective parties
hereto may then appear.

                  9.03  Indemnification.

                                    (a)  Seller   agrees  to  and  does   hereby
indemnify, defend and hold Purchaser harmless from any loss, demand, obligation,
cost, expense or liability (including  reasonable  attorney's fees and expenses)
(i) arising out of any  actions,  suits or other  proceedings  by third  parties
which  (A)  relate  to  the  operations  at  the  Branches  on or  prior  to the
Determination  Date,  (B) relate to any wrongful act,  omission or negligence of
Seller in regards to the  operations of the Branches,  the Assets or performance
(or the failure to fully perform or discharge any) of the Assumed Liabilities on
or prior to the  Determination  Date,  or (C) relate to any  liabilities  of the
Seller or the Branches not  specifically  assumed by Purchaser  hereunder or any
assets of the Seller or the Branches not  acquired by  Purchaser  hereunder,  or
(ii) arising out of the  inaccuracy  of any  representation  or warranty made by
Seller or any breach by Seller of its covenants or agreements  contained  herein
or in any instrument,  document or certificate  delivered to Purchaser  pursuant
hereto.

                                    (b)  Purchaser  agrees  to and  does  hereby
indemnify,  defend and hold Seller harmless from any loss,  demand,  obligation,
costs, expense or liability (including  reasonable attorney's fees and expenses)
(i) arising out of any  actions,  suits or other  proceedings  by third  parties
which  (A)  relate  to  the  operations  at  the  Branches   subsequent  to  the
Determination Date, or (B) relate to any wrongful act, omission or negligence of
Purchaser  relating  to  the  operations  of the  Branches,  the  Assets  or the
performance  (or the failure to fully  perform or discharge  any) of the Assumed
Liabilities  subsequent  to the  Determination  Date; or (ii) arising out of the

                                       16
<PAGE>

inaccuracy of any  representation or warranty made by Purchaser or any breach by
Purchaser of its covenants or agreements  contained herein or in any instrument,
document or certificate delivered to Seller pursuant hereto.

                                    (c) Any  claim  from  indemnification  under
this  Section  9.03  must  be  made  by the  party  claiming  a  right  to  such
indemnification  on or  before  the date  that is  twenty-four  months  from the
Closing Date.

                  9.04 Tax Reporting. Seller and Purchaser agree that each party
shall be solely responsible for providing to the Internal Revenue Service and to
each depositor,  other holder of a liability assumed or customer,  to the extent
required  by law,  Forms  1098,  1099 INT,  1099R and 5498 and other  applicable
reporting  forms with  respect  to each of the  liabilities  assumed  and Assets
transferred  for the period  during which Seller or  Purchaser,  as  applicable,
administers such liabilities or Assets during 2004.

         Section 10. Risk of Loss.  Pending the Determination  Date, the risk of
loss in regard to the Assets shall be upon Seller. After the Determination Date,
the risk of loss in regard to the Assets shall be on Purchaser. Each party shall
procure insurance, as appropriate, to cover such risks.

         Section 11.  Conditions to Obligations of Parties.  The  obligations of
Purchaser and Seller to consummate the transactions contemplated hereby shall be
subject to the condition  that all orders,  consents and approvals of regulatory
agencies necessary in order for the transactions  provided for in this Agreement
to be  lawfully  accomplished  shall have been  obtained  in form and  substance
reasonably satisfactory to the Purchaser and Seller.

         Section 12. Conditions to Obligations of Purchaser.  The obligations of
Purchaser  hereunder  shall be  subject to the  satisfaction  on or prior to the
Closing Date of each of the following  conditions,  unless  Purchaser shall have
waived such condition in writing.

                  12.01   Representations   and   Warranties   of  Seller.   The
representations  and warranties of Seller  contained herein shall be true in all
material  respects  when made and at the  Closing  Date with the same  force and
effect as though made at and as of such time,  and Seller  shall have  performed
all obligations and complied with all covenants to be performed or complied with
by it on or prior to the Closing Date.  Seller shall have delivered to Purchaser
a  certificate  dated as of the Closing Date to such  effect.  Seller also shall
have delivered to Purchaser all documents,  instruments and other items required
to be delivered by Seller under Section 5.02 hereof.

                  12.02  Litigation.  At the  Closing  Date,  there shall not be
pending or threatened any litigation in any court or any proceeding before or by
any governmental department,  agency or instrumentality in which it is sought to
restrain  or prohibit or obtain  damages in respect of the  consummation  of the
transactions  contemplated  hereby, to cause a divestment by Seller or Purchaser
of any significant  portion of its respective assets or to impose any limitation
upon the exercise by  Purchaser  of its general  banking  powers  subsequent  to
consummation of the transactions contemplated hereby.

                  12.03  No  Material  Adverse  Change.  There  shall  not  have
occurred any material  adverse change from Agreement Date to the Closing Date in
the business of the Branches,  the Assets,  the Transferred Loans, the Deposits,


                                       17
<PAGE>

or the other Assets; provided, however, in no event shall the resignation of any
employee (or any adverse change  resulting  primarily from the resignation of an
employee) be deemed a material adverse change for the purpose of this paragraph.

                  12.04 Lease  Agreements.  The consents under the Leases to the
assignment by Seller of the Leases to Purchaser shall have been obtained without
the imposition of conditions Purchaser deems in its reasonable  discretion to be
unduly burdensome or unreasonable.  Such consents shall be in form and substance
satisfactory  to  Purchaser in the exercise of its  reasonable  discretion,  and
shall include the respective  representation and warranty to Purchaser that each
respective Lease is a valid and binding obligation.

         Section 13.  Conditions to  Obligations of Seller.  The  obligations of
Seller hereunder shall be subject to the satisfaction on or prior to the Closing
Date of the following conditions, unless waived in writing by Seller:

                  13.01   Representations  and  Warranties  of  Purchaser.   The
representations  and  warranties  of  Purchaser  hereunder  shall be true in all
material  respects  when made and at the  Closing  Date with the same  force and
effect as though made at and as of such time, and Purchaser shall have performed
all obligations and complied with all covenants required under this Agreement to
be performed or complied with by it on or prior to the Closing  Date.  Purchaser
shall have  delivered  to Seller a  certificate  dated as of the Closing Date to
such  effect.  Purchaser  shall  have  delivered  to  Purchaser  all  documents,
instruments  and other items required to be delivered by Purchaser under Section
5.02 hereof.

                  13.02  Litigation.  At the  Closing  Date,  there shall not be
pending or threatened any litigation in any court or any proceeding before or by
any governmental department,  agency or instrumentality in which it is sought to
restrain  or prohibit or obtain  damages in respect of the  consummation  of the
transactions  contemplated  hereby, to cause a divestment by Seller or Purchaser
of any significant  portion of its respective assets or to impose any limitation
upon the exercise by  Purchaser  of its general  banking  powers  subsequent  to
consummation of the transactions contemplated hereby.

                  13.03  No  Material  Adverse  Change.  There  shall  not  have
occurred any material  adverse change from Agreement Date to the Closing Date in
the business or financial condition of Purchaser.

                  13.04 Lease  Agreements.  The consents under the Leases to the
assignment by Seller of the Leases to Purchaser shall have been obtained without
the imposition of conditions Purchaser deems in its reasonable  discretion to be
unduly burdensome or unreasonable.  Such consents shall be in form and substance
satisfactory  to  Purchaser in the exercise of its  reasonable  discretion,  and
shall include the respective  representation and warranty to Purchaser that each
respective Lease is a valid and binding obligation.

         Section 14. Notice to Depositors.  Seller agrees that Purchaser  shall,
in the form of a letter  mutually  acceptable  to  Seller  and  Purchaser  or as
otherwise  required by law, give notice to  depositors of its  assumption of the
Deposits at the Branches.

         Section 15. Termination of Agreement.  This Agreement may be terminated
at any time prior to the Closing under the following conditions:

                                       18
<PAGE>

                                    (a)  By  the   consent  in  writing  of  the
Purchaser and Seller;

                                    (b) By the  Purchaser  in  writing if any of
the  conditions  precedent  to the  obligations  of the  Purchaser  contained in
Section 12 of this Agreement or the conditions of the obligations of the parties
contained in Section 11 of this Agreement shall not have been satisfied prior to
June 1, 2004.

                                    (c) By the  Seller in  writing if any of the
conditions precedent to the obligations of the Seller contained in Section 13 of
this Agreement or the conditions to the obligations of the parties  contained in
Section  11 of this  Agreement  shall not have been  satisfied  prior to June 1,
2004.

                                    (d) By  Purchaser in writing due to a breach
by Seller of any of its  representations,  warranties or covenants or agreements
contained  herein,  which breach remains uncured for more than 10 days following
notice of such breach by Purchaser.

                                    (e) By Seller in writing  due to a breach by
Purchaser of any of its  representations,  warranties or covenants or agreements
contained  herein,  which breach remains uncured for more than 10 days following
notice of such breach by Purchaser.

In the event of the termination of this Agreement  pursuant to the provisions of
this section,  this  Agreement  shall be of no further force and effect,  and no
party hereto shall have any  liability or further  obligation to the other party
to this Agreement.  Notwithstanding the foregoing, no party shall be relieved by
such  termination  for any liability that accrued due to any material  breach of
this Agreement prior to such termination.



         Section 16.       Miscellaneous.

                  16.01 Expenses.  Whether or not the transactions  contemplated
herein  shall be  consummated,  Purchaser  and  Seller  each shall pay their own
expenses  incident to, preparing for, entering into and carrying into effect the
terms of this Agreement.

                  16.02  Notices.  Any  notice  or  communication   required  or
permitted to be made hereunder shall be in writing,  and shall be deemed to have
been made if  personally  delivered  in return for a receipt,  or if mailed,  by
registered or certified mail,  return receipt  requested,  to the parties at the
addresses shown below. The date of personal delivery shall be the date of giving
notice or if mailed in the manner  prescribed  above,  notice shall be deemed to
have been given three business days after the mailing.

          If to Purchaser:                FIRSTBANK
                                          Mr. Don Padgett, President
                                          5210 Eubank NE
                                          Albuquerque, NM 87111
                                          (505) 343-9310 - Telephone
                                          (505) 343-9314 - Facsimile

                                       19
<PAGE>

          with a copy to:                 Mr. James K. LeValley
                                          Quarles & Brady Streich Lang LLP
                                          Renaissance One
                                          Two N Central Avenue
                                          Phoenix, AZ 85004-2391
                                          (602) 229-5260 - Telephone
                                          (602) 420-5056 - Facsimile
                                          E-Mail - jlevalle@quarles.com

          with a copy to                  Mr. Charles Moore
                                          Keleher & McLeod, P.A.
                                          PO Drawer AA
                                          Albuquerque, NM 87103
                                          (505) 346-9110 Telephone
                                          (505) 346-1345 Facsimile

          If to Seller:                   Matrix Capital Bank
                                          D. Mark Spencer
                                          President
                                          700 17th Street, Suite 100
                                          Denver , CO 80202
                                          (720)-932-4204 - Telephone
                                          (720)-946-1122 - Facsimile
                                          with a copy to: T. Allen McConnell
                                          General Counsel


          with a copy to:                 T. Allen McConnell
                                          General Counsel
                                          700 17th Street, Suite 2100
                                          Denver, CO 80202
                                          (720) 932-4208 - Telephone
                                          (720) 946-1171 - Facsimile


                  16.03  Entire   Agreement.   This  Agreement,   including  all
exhibits,  schedules and documents  delivered in connection  therewith,  and the
Confidentiality  Agreement dated October 23, 2003 (the  "Documents")  sets forth
the  entire  understanding  of the  parties  hereto  and  supersedes  all  prior
agreements and understanding,  whether oral or written. This Agreement shall not
be modified or amended except by written  agreement of all parties  hereto.  Any
reference herein to the Agreement shall be deemed to include the Documents.

                  16.04 Binding Effect. This Agreement shall be binding upon and
inure to the  benefit of each of the  parties  hereto,  their  respective  legal
representatives,  successors and assigns; provided,  however, that no assignment
of this  Agreement  or any rights or  obligations  hereunder  may be made by any
party  hereto  without  the prior  written  consent  of the  other  party and no
assignment  by any  party  hereunder  shall  relieve  said  party  of any of its
obligations or duties hereunder.


                                       20
<PAGE>

                  16.05 Further Assurances. Each of the parties hereto agrees to
execute  and  deliver  such  further  agreements,  assurances,  instruments  and
documents at any time reasonably  requested by another party as are necessary or
desirable  in  order  to  consummate  the  transactions   contemplated  by  this
Agreement.

                  16.06  Survival  of   Representations   and  Warranties.   All
representations  and warranties  contained in this  Agreement  shall survive the
execution and delivery hereof for a period of twenty-four months.

                  16.07  Construction.  This  Agreement  shall be construed  and
interpreted in accordance with the laws of the State of New Mexico applicable to
contracts made and performed entirely therein.

                  16.08 Section Headings. The section headings contained in this
Agreement are for convenience and reference only and shall not in any way affect
the meaning or interpretation of this Agreement.

                  16.09  Counterparts.  This  Agreement  may be  executed in any
number of identical counterparts,  each of which shall be deemed an original for
all purposes, but all of which taken together shall form but one Agreement. This
Agreement  may  be  executed  and  delivered  by  facsimile  transmission  of  a
counterpart signature page hereof.

                  16.10  Attorney  Fees. In any action brought by a party hereto
to enforce  the  obligations  of any other  party  hereto,  each party  shall be
responsible  for its own  litigation  costs  and  attorney's  fees and  expenses
(including  court costs,  reasonable fees of accountants and experts,  and other
expenses incidental to the litigation).

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed  by their duly  authorized  officers as of the day and year first above
written.

         PURCHASER:                               FIRSTBANK

                                                  By:_______________________
         [seal]                                      Don K. Padgett, President

Attest: ___________________
        ___________________
        Title

         SELLER                                   MATRIX CAPITAL BANK


                                                  By:_____________________
                                                     D. Mark Spencer, President

         [seal]

Attest:  ____________________
         ____________________
         Title



                                       21
<PAGE>



                                  SCHEDULE 4.06

RENT ROLL
Matrix Capital Bank and Annex

<TABLE>
<CAPTION>

                  Unit #                        Sq Ft.           Lease Date            Termination Date
                  TOWER
       <C>                                        <C>             <C>                   <C>

       100                                         7,433            N/A                       N/A
       101                                         1,408          11/12/02                 10/31/07
       200/205                                     6,119          01/01/03                  2/28/04
       201                                           940           Vacant
       204                                         1,433          07/01/03                 06/30/04
       301A/B                                        585          02/01/02              Month to month
       301C/D                                        398          03/12/01                 12/31/03
       304                                         5,180          01/01/02                 12/31/03
       305                                           519          02/01/02                 01/31/07
       308                                           528           Vacant
       309                                         1,344          12/01/01                 11/30/04
                                                  ------
                              Total               25,897

                  ANNEX
       A                                             629            N/A                       N/A
       AA                                          1,576            N/A                       N/A
       C                                           1,369          01/01/03                 06/30/05
       D                                             703            N/A                       N/A
       F                                           1,406
       G                                           1,625          01/01/03                 12/31/03
       H                                           1,345            N/A
                                                  ------
                        Total Annex                8,662

                     Total Building               34,560



</TABLE>


                                       22
<PAGE>



                                  SCHEDULE 6.06

FURNITURE, FIXTURES, EQUIPMENT & LEASE HELD IMPROVEMENTS PURCHASED

AMADOR FACILITY
<TABLE>
<CAPTION>

                                                                                                    BOOK VALUE
ASSET DESCRIPTION                                           TYPE                                PURCHASE PRICE
--------------------------------------------------------------------------------------------------------------
<C>                                                         <C>                                     <C>

SMART 2/DH PCI ARRAY                                        Computer Hardware                       $      -
Video Conferencing System Las Cruces                        Office Equipment
GMC YUKON 2001 Green                                        Office Equipment
F&F Board Room Art 4 PCS Robert Carlson                     Furniture & Fixtures
F&F Board Room 12 chairs green leather                      Furniture & Fixtures
Equip-Drive-up Camera                                       Office Equipment
Executive Conference Desk                                   Furniture & Fixtures
Kneespace Credenza                                          Furniture & Fixtures
High back chair with chrome base                            Furniture & Fixtures
Lateral File                                                Furniture & Fixtures
Bookcase wire mesh doors for G. Lenzo                       Furniture & Fixtures
F&F Board Room Cigar Chair/Ottoman                          Furniture & Fixtures
Lamp Table                                                  Furniture & Fixtures
Lamp Table                                                  Furniture & Fixtures
Arm Chair Chesepeake                                        Furniture & Fixtures
Arm Chair Chesepeake                                        Furniture & Fixtures
Arm Chair Chesepeake                                        Furniture & Fixtures
Arm Chair Chesepeake                                        Furniture & Fixtures
F&F 3 paintings                                             Furniture & Fixtures
F&F Board room Universal Server                             Furniture & Fixtures
F&-Shelving Unit for LN Files                               Furniture & Fixtures
Equip-ATM Picacho                                           Office Equipment
Equip-Alarm & Camera-ATM Picacho                            Office Equipment
Equip-ATM Pacacho FUJITSU                                   Office Equipment
F&F Cubicles Main Branch                                    Furniture & Fixtures
Dell Notebook C810 13GHZ P3                                 Computer Hardware
VECTRA VE18DTP3 600E 13.5 GB                                Computer Hardware
CPQ 2HD's                                                   Computer Hardware
Computer-Dell Inspirion Laptop                              Computer Hardware
Aeron Chair                                                 Furniture & Fixtures
Equip                                                       Office Equipment
Drive-up Unit W/2 Lanes                                     Office Equipment
F&F                                                         Furniture & Fixtures
F&F Teller Seating 3 chairs                                 Furniture & Fixtures
F&F-6 Legal Size Drawer Cabinets                            Furniture & Fixtures
F&F-6 Conference Chairs                                     Furniture & Fixtures
F&F-2 Posture Sterno Chairs                                 Furniture & Fixtures
F&F Wooden Aerial Bench                                     Furniture & Fixtures
F&F 4 Wooden Aerial Chairs New Accounts                     Furniture & Fixtures
F&F-4 Whitnel Wooden Chairs Waiting Area                    Furniture & Fixtures
F&F- Coffee Table East Mesa                                 Furniture & Fixtures
F&F-furniture E. Mesa                                       Furniture & Fixtures

                                       23
<PAGE>

Equip-Undercounter                                          Office Equipment
Equip-Surveillance System                                   Office Equipment
Equip-Diebold Deal Drawer                                   Office Equipment
Night Depository                                            Office Equipment
Equip-ATM                                                   Office Equipment
Equip-Refurbished Cash Vault                                Office Equipment
Equip-15 Porta Vault                                        Office Equipment
Equip-Fax E. Mesa                                           Office Equipment
Comp-HDWATM Circuit DSU E. Mesa                             Computer Hardware (inactive)
F&F-Refinish Desks                                          Furniture & Fixtures
Equip-Phone System E. Mesa                                  Office Equipment
Comp-HDWLASER Printer E. Mesa                               Computer Hardware (inactive)
Comp-HDWSERVER E. Mesa                                      Computer Hardware (inactive)
Comp-HDWCABLING E. Mesa                                     Computer Hardware (inactive)
Comp-HDWCABLING E. Mesa                                     Computer Hardware (inactive)
Equip-Alarm System                                          Office Equipment
Comp-HDWCISCO Router E. Mesa                                Computer Hardware
Lobby Cubicle Customer Service                              Furniture & Fixtures
Lobby Cubicles Customer Service                             Furniture & Fixtures
Coin Counter Main Lobby                                     Office Equipment
HP Switches for LC                                          Computer Hardware
Teller Pedestal W/Trays                                     Furniture & Fixtures
File Server LC                                              Computer Hardware
COMPAQ Proliant DL380 P3 Rembrandt Loan                     Computer Hardware
Printers                                                    Computer Hardware
Gary Lenzo/Computer                                         Computer Hardware
Router LC                                                   Computer Hardware
HP Computer Equipment Las Cruces                            Computer Hardware
HP Switches PWR SVP                                         Computer Hardware
SONY VAIO PCV LX700 P3 64GB 20GB                            Computer Hardware
SONY VAIO PCV LX700 P3 64MD 20GBHD/CD   Computer Hardware
Dell Optiplex                                               Computer Hardware
Dell Optiplex                                               Computer Hardware
Dell Dimension                                              Computer Hardware
Dell Dimension                                              Computer Hardware
Dell Dimension                                              Computer Hardware
Dell Dimension                                              Computer Hardware
Currency Counter                                            Office Equipment
Equip-Audio System Drive-up Windows                         Office Equipment
Audio System-Drive-up                                       Office Equipment
Modular Router                                              Computer Hardware
SAVIN 9220 Copier East Mesa                                 Office Equipment
FORM Printer                                                Computer Hardware
DELL Optiplex                                               Computer Hardware
DELL Optiplex                                               Computer Hardware
DELL Optiplex                                               Computer Hardware
Comp-HDW-COMPAQ/Server East Mesa                            Computer Hardware
MAGNER Sorter/Counter                                       Office Equipment
Proof Imaging Equip                                         Office Equipment
SAVIN FAX/Print                                             Office Equipment

                                       24
<PAGE>

MICROFICHE MACHINE                                          Office Equipment
File Server                                                 Computer Hardware
CPQ 256 MB Registered SD RAM RIMM                           Computer Hardware
HARD DRIVE COMPONENT UPGRANDES                              Computer Hardware
HP Switches for LC                                          Computer Hardware
CPQ Desktop Kirk/LC                                         Computer Hardware
FAX Machine - Main                                          Office Equipment
NOVELL Network Components                                   Computer Hardware
Comp-HDW Printer                                            Computer Hardware
F&F-Carpet Mortgage Dept.                                   Leasehold Improvements
XEROX Work Center PRO765                                    Office Equipment
INSPIRON 2500 12.1 SVGA                                     Computer Hardware
Laser Jet HP 4000                                           Office Equipment
DELL Dimension                                              Computer Hardware
F&F - Door                                                  Furniture & Fixtures
Comp-Soft - HMDA Relief software                            Computer Software
HP E-PC CO 7933 20GB 128 Las Cruces                         Computer Hardware
Cubicle Main Lobby Com Lending                              Furniture & Fixtures
Cubicle Main Lobby Com Lend                                 Furniture & Fixtures
HP E-PC C10 20GB 128MB                                      Computer Hardware
WIN FAST 2.3A Moody's Risk Mgt Services                     Computer Software
HP Vectra VL400                                             Computer Hardware
HP Vectra VL400                                             Computer Hardware
Cubicle Maon Lobby Cons Lend                                Furniture & Fixtures
F&F-Exec Desk W/Hutch                                       Furniture & Fixtures
EQUIP                                                       Office Equipment
Alarm System                                                Office Equipment
DELL Optiplex                                               Computer Hardware
Equip                                                       Office Equipment
Shredder                                                    Office Equipment
OFFICE BLDG-SLIM LINE ATM BLDG                              Commercial Property
                                                                                                    $  227,000

</TABLE>



<PAGE>


                                  SCHEDULE 6.07

                                    CONTRACTS
                         [Pat is verifying and updating]
<TABLE>
<CAPTION>

                                                                                          Amount of
                                                                                          Payment Per Year
      Person with whom                  Name of              Date of       Expiration     Amount of
      Contract is made                 contract             contract          Date        (indicate which)
      ----------------                 --------             --------          ----        ----------------
----------------------------------------------------------------------------------------------------------------------
CREDIT CARD MERCHANT APPLICATION AND AGREEMENTS
----------------------------------------------------------------------------------------------------------------------
<C>                          <C>                         <C>           <C>             <C>

Sun Bowl Inc.                Credit Card Agree           11-18-96      15 day notice   Unknown - No back side to
                                                                                       the Agreement
---------------------------- ------------------------- -------------- ---------------- -----------------------------
RG River Resort              Credit Card Agree           09-29-98      15 day notice   Unknown - Bank N/S
---------------------------- ------------------------- -------------- ---------------- -----------------------------
Cultural Society of          Credit Card Agree           06-29-99      15 day notice   Unknown
Mesilla Valley  - 150
---------------------------- ------------------------- -------------- ---------------- -----------------------------
Pace Management              Credit Card Agree           04-12-00      15 day notice   Unknown
---------------------------- ------------------------- -------------- ---------------- -----------------------------
Las Cruces Symphony          Credit Card Agree           07-06-00      15 day notice   Unknown - Bank N/S
---------------------------- ------------------------- -------------- ---------------- -----------------------------
Veteran Home Lns Inc         Credit Card Agree           08-26-00      15 day notice   Unknown
---------------------------- ------------------------- -------------- ---------------- -----------------------------
Affordable Plumbing          Credit Card Agree           09-05-00      15 day notice   Unknown
---------------------------- ------------------------- -------------- ---------------- -----------------------------
Pro Source Supply            Credit Card Agree           01-22-01      15 day notice   Unknown
---------------------------- ------------------------- -------------- ---------------- -----------------------------
Lanelle's of Las Cruces      Credit Card Agree           01-23-01      15 day notice   Unknown - Not signed Bank
                                                                                       or Merchant
---------------------------- ------------------------- -------------- ---------------- -----------------------------
Guillermo Hernandez,         Credit Card Agree           05-13-02      15 day notice   Unknown
D.O.
--------------------------------------------------------------------------------------------------------------------

LICENSE AGREEMENT
----------------------------------------------------------------------------------------------------------------------

CALYX                        POINT@ S/W LIC               12-18-97           ???        $910 - 10 Computers
---------------------------- ------------------------- --------------- ---------------- ----------------------------
RMS Info. Services           Mkt. Agreement               06-01-94     Yrly - Auto      DA S&L - $63 p/m -  $756
                                                                       9-1-95 - 30      p/y
                                                                       d/not b/anniv
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Paul Brilliant               Business Development           2000       Immediately      $1,000 plus p/m - pd qtrly
                             Rep.                                      with notice
                                                                       either party
--------------------------------------------------------------------------------------------------------------------
SERVICE/ MAINTENANCE CONTRACTS
----------------------------------------------------------------------------------------------------------------------

Knight Security              School Courier Agree         01-07-02     5 working days   $9.75 p/hour - Main
                                                                           notice
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Knight Security              School Courier Agree         01-07-02     5 working days   $9.75 p/hour - Mesa
                                                                           notice
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Knight Security              Patrol Agreement             01-07-02     5 working days   $100 p/m - Main
                                                                           notice
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Knight Security              Patrol Agreement             01-07-02     5 working days   $100 p/m - Mesa
                                                                           notice
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Knight Security              Security Agreement           01-07-02     5 working days   $9.75 p/hour - Main
                                                                           notice
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Knight Security              Security Agreement           01-07-02     5 working days   $40 p/m
                             Church deposit                                notice
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Knight Security              Security Agreement           01-07-02     5 working days   $9.75 p/hour - Mesa
                                                                           notice
---------------------------- ------------------------- --------------- ---------------- ----------------------------

                                       26
<PAGE>




SCHEDULE 6.07 - CONTINUED
                                                                                          Amount of
                                                                                          Payment Per Year
      Person with whom                  Name of              Date of       Expiration     Amount of
      Contract is made                 contract             contract          Date        (indicate which)
      ----------------                 --------             --------          ----        ----------------

----------------------------------------------------------------------------------------------------------------------
SERVICE/ MAINTENANCE CONTRACTS CONTINUED
----------------------------------------------------------------------------------------------------------------------

Fisource, Inc.               ATM Software                 12-01-97       1 yr, 1 yr     $235.66 X 2 ATM's
                             Maintenance (Fujitsus)                     auto renew.,    ($471.32 annually)
                                                                          notice to     PREPAID
                                                                        cancel 60 dys
                                                                          prior to
                                                                           renew.
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Fisource, Inc.               ATM 2nd line (3),            12-01-97       1 yr, 1 yr     $10,861.46 annually
                             Pneumatics (both                           auto renew.,    PREPAID
                             branches,                                    notice to
                                                                        cancel 60 dys
                                                                       prior to renew.
---------------------------- ------------------------- --------------- ---------------- ----------------------------
B&K System Technologies,     Maintenance on NCR 7731      05-01-00        06-14-04      $1958.00 annually
Inc.                         (proof)                                                    PREPAID
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Soto Enterprises d/b/a       Armored car/cask             09-01-03       12 months,     Per use fees apply per
Miracle Delivery             transport                                  then 30 days    schedule, no fixed payment
                                                                           notice       required
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Distribution Management      Cash Letter Delivery to      11-13-00     30 days notice   $12.50 per day, as
Corp.                        El Paso Fed.                                               services are used
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Steinborn Inc. Realtors      Leasing Brokerage            09-05-02        10-31-04      None, based on signed
                             agreement on Amador                                        leases, payable at signing
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Norstan Communications       Telephone System Maint.      01-06-02        01-06-03      $6,284.48
                                                                          (expired)
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Telstar Comm                 Alarm Monitoring             08-29-97     08-29-98 - mtm   Mesa - $32 p/m
                                                                           30 d/n
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Image Ideas                  Savin Copier 9965DP          12-01-99       Term not on    $2,583 + p/y billed
                                                                          Bank Docs     quarterly
---------------------------- ------------------------- --------------- ---------------- ----------------------------
SW Professional S            Janitorial Services          12-01-00      30 day notice   $3,174 Amador & Mesa
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Envir Systems Cont           HVAC - Controls              07-23-01          None        $489 - No Annex
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Go Direct Mailing            Mail Processing              01-31-00        01-31-01      $3,000 p/mo plus - Bank N/S
                                                                        Annual Auto -
                                                                         30 d/notice
---------------------------- ------------------------- --------------- ---------------- ----------------------------
DIEBOLD                      Alarm Ser Panel              04-01-97        12-01-94      DA S&L $134 p/y
                                                                        60 day notice
---------------------------- ------------------------- --------------- ---------------- ----------------------------
ThyssenKrupp Elevator        Elevator (2)                 01-01-03       01-01-08 -     $900 p/q
                                                                        noncancelable
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Burnham Ins. GP.             SI Insurance                 03-15-01      30 day notice   Instl Repos $1,500=$50,000
---------------------------- ------------------------- --------------- ---------------- ----------------------------

----------------------------------------------------------------------------------------------------------------------
ADVERTISING AGENCY AGREEMENT
----------------------------------------------------------------------------------------------------------------------

Perrault & Assoc             Client/Agency                07-01-99      mtm 1-1-00 30   $1,500 p/m plus cost plus
                             Agreement                                    d/notice      15%  ????
---------------------------- ------------------------- --------------- ---------------- ----------------------------

----------------------------------------------------------------------------------------------------------------------
LEASE AGREEMENTS
----------------------------------------------------------------------------------------------------------------------

Pitney B Credit Corp         Inserting System             03-18-00        08-20-04      $1,350 p/q - $5,400 p/y
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Picacho Hills Country Club   Ground lease for ATM         05-01-02       5 years w/3    $150/quarter paid in
                                                                         year mutual    advance
                                                                           option
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Aquaperfect, Inc.            3 water coolers              06-06-03        36 months     $124.85/month
---------------------------- ------------------------- --------------- ---------------- ----------------------------

--------------------------------------------------------------------------------------------------------------------

                                       27
<PAGE>


SCHEDULE 6.07 - CONTINUED
----------------------------------------------------------------------------------------------------------------------
STORAGE RENTAL
----------------------------------------------------------------------------------------------------------------------

RMS, Inc.                    Record Storage               05-17-02        Continues     Priced per container,
                                                                        until 60 day    approx $500/month
                                                                           notice
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Holiday Storage              10' x 10' Stor Unit          08-31-99     10 days - Dep +  $48 p/m
---------------------------- -------------------------- -------------- ---------------- ----------------------------

----------------------------------------------------------------------------------------------------------------------
COLLECTION AGREEMENT
----------------------------------------------------------------------------------------------------------------------

Collectrite                  Collection Agreement         12-21-00       12-21-02 -     30% of accts placed for
                                                                       Annual Renewal   collection.
---------------------------- -------------------------- -------------- ---------------- ----------------------------

----------------------------------------------------------------------------------------------------------------------
SERVICE/ MAINTENANCE CONTRACTS CONTINUED
----------------------------------------------------------------------------------------------------------------------

Telstar Comm                 Alarm Monitoring             08-29-97     08-29-98 - mtm   Mesa - $32 p/m
                                                                           30 d/n
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Image Ideas                  Savin Copier 9965DP          12-01-99       Term not on    $2,583 + p/y billed
                                                                          Bank Docs     quarterly
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Copy Machines Inc            Lanier Copier HIK003566      07-22-98       07-21-99 -     $515 p/m
                                                                          Annual -
                                                                          unless 30
                                                                           notice
---------------------------- ------------------------- --------------- ---------------- ----------------------------
SW Professional S            Janitorial Services          12-01-00      30 day notice   $3,174 Amador & Mesa
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Envir Systems Cont           HVAC - Controls              07-23-01          None        $489 - No Annex
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Go Direct Mailing            Mail Processing              01-31-00        01-31-01      $3,000 p/mo plus - Bank N/S
                                                                        Annual Auto -
                                                                         30 d/notice
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Pitney B Credit Corp         Inserting System             03-18-00        08-20-04      $1,350 p/q - $5,400 p/y
---------------------------- ------------------------- --------------- ---------------- ----------------------------
DIEBOLD                      Alarm Ser Panel              04-01-97        12-01-94      DA S&L $134 p/y
                                                                        60 day notice
---------------------------- ------------------------- --------------- ---------------- ----------------------------
ThyssenKrupp Elevator        Elevator (2)                 01-01-03       01-01-08 -     $900 p/q
                                                                        noncancelable
---------------------------- ------------------------- --------------- ---------------- ----------------------------
Burnham Ins. GP.             SI Insurance                 03-15-01      30 day notice   Instl Repos $1,500=$50,000
---------------------------- ------------------------- --------------- ---------------- ----------------------------

----------------------------------------------------------------------------------------------------------------------
ADVERTISING AGENCY AGREEMENT
----------------------------------------------------------------------------------------------------------------------

Perrault & Assoc             Client/Agency                07-01-99      mtm 1-1-00 30   $1,500 p/m plus cost plus
                             Agreement                                    d/notice      15%  ????
---------------------------- ------------------------- --------------- ---------------- ----------------------------

----------------------------------------------------------------------------------------------------------------------
COCA-COLA MACHINE
----------------------------------------------------------------------------------------------------------------------

???                                    ???                 To Be         Furnished      By PAT HOWARD
---------------------------- ------------------------- --------------- ---------------- ----------------------------

----------------------------------------------------------------------------------------------------------------------
STORAGE RENTAL
----------------------------------------------------------------------------------------------------------------------

Holiday Storage              10' x 10' Stor Unit          08-31-99     10 days - Dep +  $48 p/m
---------------------------- -------------------------- -------------- ---------------- ----------------------------

----------------------------------------------------------------------------------------------------------------------
COLLECTION AGGREEMENT
----------------------------------------------------------------------------------------------------------------------

Collectrite                  Collection Agreement         12-21-00       12-21-02 -     30% of accts placed for
                                                                       Annual Renewal   collection.
---------------------------- -------------------------- -------------- ---------------- ----------------------------

----------------------------------------------------------------------------------------------------------------------
HOLD HARMLESS AGREEMENT
----------------------------------------------------------------------------------------------------------------------

Dr. ???  TO BE FUR BY PAT    Monitoring Equip             01-05-00          None        No Income or Expense to
H. Bank
---------------------------- -------------------------- -------------- ---------------- ----------------------------

--------------------------------------------------------------------------------------------------------------------
SUGGESTIONS  ???
--------------------------------------------------------- -------------- ---------------- ----------------------------

Armored car                    Looking - Have                 To Be        Furnished      By PAT HOWARD
------------------------------ -------------------------- -------------- ---------------- ----------------------------
ATM - Maintaince               Fisource, CC, M&M              To Be        Furnished      By PAT HOWARD
------------------------------ -------------------------- -------------- ---------------- ----------------------------
Landscaping                    None
------------------------------ -------------------------- -------------- ---------------- ----------------------------
Signs                          None
------------------------------ -------------------------- -------------- ---------------- ----------------------------
Data Processing                N/A
------------------------------ -------------------------- -------------- ---------------- ----------------------------
Alarms - Main                  Diebold above
------------------------------ -------------------------- -------------- ---------------- ----------------------------
ATM - Cash Handling            None
------------------------------ -------------------------- -------------- ---------------- ----------------------------


                                       28
<PAGE>

----------------------------------------------------------------------------------------------------------------------
SCHEDULE 6.07 - CONTINUED
----------------------------------------------------------------------------------------------------------------------

------------------------------ -------------------------- -------------- ---------------- ----------------------------
Credit Life                    None
------------------------------ -------------------------- -------------- ---------------- ----------------------------
HVAC - Mesa                    None
------------------------------ -------------------------- -------------- ---------------- ----------------------------


</TABLE>










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