Exhibit 10.4  INFORMATION
TECHNOLOGY INC. EQUIPMENT SALE AGREEMENT  Agreement made between
Information Technology, Inc. (the Vendor), and the Customer identified
below.  1.
PURCHASE  1.1.Customer
hereby purchases from Vendor and Vendor hereby sells to Customer the equipment
identified in Appendix A (the Equipment), upon the terms set forth in this
agreement.  The term Equipment shall
also include any software, documentation (including manuals and educational materials)
or software maintenance releases and updates which are provided by the
manufacturer of the Equipment identified in Appendix A (the Manufacturer).  II.
DELIVERY  2.1 INSTALLATION. Delivery and, if required by the complexity of the Equipment or by
agreement with the Customer, installation of the Equipment will be made by the
Manufacturer at Customers address set forth below.  Customer shall pay the installation charges of Manufacturer, if
any.  2.2 SUBSTITUTION.  Equipment of equivalent or superior functionality and performance
may be substituted by Vendor or Manufacturer.  III.
CONSIDERATION  3.1 PURCHASE PRICE. As and for the purchase price for the Equipment, Customer agrees
to pay Vendor and Vendor agrees to accept from Customer, the purchase price
specified in Appendix A.  3.2 TAXES AND OTHER CHARGES.  In addition to the purchase price, Customer
shall pay all transportation charges and all taxes (including, without
limitation, sales, use, privilege, ad valorem or excise taxes) and customs
duties paid or payable by Vendor, however designated, levied or based on
amounts payable to Vendor under this agreement, but exclusive of federal, state
and local taxes based on Vendors net income. 
If additional labor and rigging are required for installation due to
Customers special site requirements, Customer will pay those costs, including
costs to meet union or local law requirements. 
Customer shall not deduct from payments to Vendor any amounts paid or
payable to third parties for transportation charges, customs duties or taxes,
however designated.  3.3 MANNER OF PAYMENTS.The purchase price and other charges arising under this
agreement shall be payable by Customer to Vendor in the following manner:  (A) A percentage of the purchase price, as specified in Appendix A,
shall be payable upon execution of this agreement by Customer; the receipt or
deposit of such payment, however, shall not constitute Vendors acceptance of
this agreement.  (B) The balance of the purchase price, together with any transportation
charges and any taxes and duties theretofore incurred by Vendor, shall be
payable upon delivery of the Equipment to Customer.  (C) Any taxes, duties, or other charges incurred by Vendor following
delivery of the Equipment shall be payable within ten (10) days of receipt by
Customer of Vendors invoice therefor.  3.4 CURRENCY.The
purchase price and any other charges arising under this agreement shall be
invoiced and be payable in U.S. Dollars.  3.5 LATE PAYMENT. Customer shall pay a late payment charge of
one and one-half percent (1 1/2%) per month, or the maximum late payment charge
permitted by applicable law, whichever is less, on any amount payable by
Customer under this Agreement and not paid when due.  Said late payment charge shall be applied for each calendar month
(or fraction thereof) that such payment is not made following its due date.  IV. TITLE  4.1 Until such
time as the purchase price and any other charges payable to Vendor as of the
date of delivery have been paid in full, the Equipment and all instruction
manuals therefor shall remain the property of Vendor and, at the option of
Vendor, shall be returned to Vendor at Customers expense in the event the
purchase price is not paid as hereinabove provided.  V. SECURITY  5.1 Vendor
reserves and Customer grants to Vendor a security interest in the Equipment as
security for the performance by Customer of its obligations hereunder
including, but not limited to, payment of the purchase price and other charges
as specified in Section III above.  A
copy of this agreement may be filed in appropriate filing offices at any time
after signature by Customer as a financing statement or Vendor may require and
Customer shall execute a separate financing statement for purposes of
perfecting Vendors security interest granted pursuant to the provisions of
this paragraph.  VI. CUSTOMER OBLIGATIONS  6.1 RISK OF LOSS.From
and after the date of delivery, the risk of loss or damage to the Equipment
shall be on the Customer.  6.2 OPERATION. 
Customer acknowledges and agrees that it is exclusively responsible for
the operation, supervision, management and control of the Equipment, including,
but not limited to, providing adequate training for its personnel, instituting
appropriate security procedures, and implementing reasonable procedures to
examine and verify all output before use. 
Vendor shall have no responsibility or liability for Customers
selection or use of the Equipment or any associated equipment.  VII. WARRANTIES  7.1 WARRANTY.Vendor warrants to Customer that
it has the right to transfer title of the Equipment to Customer.  Vendors sole liability under this warranty
shall be to obtain any title or authorization necessary to transfer such title
to Customer.  7.2 DISCLAIMER.THE
FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND NO OTHER WARRANTY IS
EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  7.3 MANUFACTURERS WARRANTY.  Customer expressly understands and agrees
that warranties regarding patents, materials, workmanship or use of the
Equipment (the Manufacturers Warranty), if any, are made exclusively by the
Manufacturer and not by Vendor, and if made, shall be encompassed within a
separate agreement.  Customers
exclusive remedy under Manufacturers Warranty shall be as provided therein and
shall lie exclusively against and be obtainable only from the Manufacturer, and
Customer expressly agrees that it shall have no claim or cause of action
against Vendor in the event the Manufacturer is for any  1 
   reason unwilling or unable to
perform under the terms of manufacturers Warranty.  7.4  LIMITATION
OF LIABILITY. Customer expressly agrees that Vendors
responsibilities in the event of its breach of the warranties contained in
paragraph 7.1 of this agreement are as set forth in said paragraph.  Vendors liability for damages, regardless
of the form of action shall not exceed the purchase price set forth in Appendix
A to this agreement and shall arise only if the remedies set forth in paragraph
7.1 are not fulfilled by Vendor. 
Customer further agrees that Vendor will not be liable for any lost
profits, or for any claim or demand against Customer by any other party.  IN NO EVENT WILL VENDOR BE LIABLE FOR
CONSEQUENTIAL DAMAGES EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.  No action, regardless of
form, arising out of the transactions under this agreement, may be brought by
either party more than one (1) year after the cause of action has accrued,
except that an action for non-payment may be brought within one (1) year after
the date of the last payment.  THE CUSTOMERS REMEDIES SET
FORTH IN THIS AGREEMENT ARE EXCLUSIVE.  VIII. DEFAULT  8.1 REMEDY.Upon the occurrence of an event of
default, as hereinafter defined, by Customer, if the Equipment has theretofore
been delivered, Vendor may recover, together with any incidental damages, any
unpaid portion of the purchase price of the Equipment as specified in Appendix
A hereto.  If the Equipment has not been
delivered, in which event Vendor may withhold delivery of such Equipment, or if
the Equipment is returned to Vendor upon Vendors election pursuant to Section
IV, Vendor may resell the Equipment. 
Upon such resale, Vendor shall recover from Customer the difference
between the unpaid portion of the purchase price, as specified in Appendix A,
and the resale price, together with any incidental damages, including expenses
of resale, sustained by Vendor by reason of Customers default.  The remedy herein specified is not
exclusive.  Vendor may elect to pursue
any other remedy available to it pursuant to applicable law.  8.2 EVENTS OF DEFAULT. As utilized in this
agreement, an event of default is defined as any of the following:  (A) Customers failure to pay any amounts required to be paid to Vendor
under this agreement on a timely basis;  (B) Customers refusal to accept delivery of the Equipment;  (C) Until the purchase price has been paid in full, any attempt by
Customer to assign, sell, mortgage, or otherwise convey the Equipment;  (D) Prior to the payment in full of the purchase price, Customer
causing or permitting any encumbrance, of any nature whatsoever, to attach to
Customers interest in the Equipment in favor or any person or entity other
than Vendor;  (E) The entry of any order for relief under any provision of the
federal bankruptcy code in any bankruptcy proceedings initiated by or against
Customer; or  (F) Customers breach of any of the terms or conditions of this
agreement.  IX. GENERAL  9.1 TITLES.Titles and paragraph headings are
for reference purposes only and are not to be considered a part of this
agreement.  9.2 FORCE MAJEURE. No party shall be liable for
delay in performance hereunder due to causes beyond its control, including but
not limited to acts of God, fires, strikes, delinquencies of suppliers,
intervention of any governmental authority or acts of war, and each party shall
take steps to minimize any such delay.  9.3 WAIVER. No waiver of any breach of any
provision of this agreement shall constitute a waiver of any prior, concurrent
or subsequent breach of the same or any other provisions hereof and no waiver
shall be effective unless made in writing and signed by an authorized
representative of the party to be charged therewith.  9.4 SEVERABILITY. In the event that any
provision of this agreement shall be illegal or otherwise unenforceable, such
provision shall be severed from this agreement and the entire agreement shall
not fail on account thereof, the balance of the agreement continuing in full
force and effect.  9.5 NOTICES. Any notice which either party
hereto is required or permitted to give hereunder shall be addressed to the
party to be charged therewith at the address set forth below and shall be given
by certified or registered mail.  Any
such notice shall be deemed given on the date of deposit in the mail.  9.6 ENTIRE AGREEMENT. THE PARTIES HERETO
ACKNOWLEDGE THAT EACH HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE
BOUND BY ITS TERMS.  THE PARTIES FURTHER
AGREE THAT THIS AGREEMENT AND ANY MODIFICATIONS MADE PURSUANT TO IT CONSTITUTE
THE COMPLETE AND EXCLUSIVE WRITTEN EXPRESSION OF THE TERMS OF THE AGREEMENT
BETWEEN THE PARTIES, AND SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS PROPOSALS, ORAL
OR WRITTEN, UNDERSTANDINGS, REPRESENTATIONS, CONDITIONS, WARRANTIES, COVENANTS,
AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER
OF THIS AGREEMENT.  THE PARTIES FURTHER
AGREE THAT THIS AGREEMENT MAY NOT IN ANY WAY BE EXPLAINED OR SUPPLEMENTED BY A
PRIOR OR EXISTING COURSE OF DEALINGS BETWEEN THE PARTIES, BY ANY USAGE OF TRADE
OR CUSTOM, OR BY ANY PRIOR PERFORMANCE BETWEEN THE PARTIES PURSUANT TO THIS
AGREEMENT OR OTHERWISE.  IN THE EVENT
CUSTOMER ISSUES A PURCHASE ORDER OR OTHER INSTRUMENT COVERING THE EQUIPMENT
HEREIN SPECIFIED, IT IS UNDERSTOOD AND AGREED THAT SUCH PURCHASE ORDER OR OTHER
INSTRUMENT IS FOR CUSTOMERS INTERNAL USE AND PURPOSES ONLY AND SHALL IN NO WAY
AFFECT ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.  9.7 GOVERNING LAW.This agreement is accepted
in the State of Nebraska, and shall be enforced in accordance with and governed
by the laws of the State of Nebraska.  9.8 CHOICE OF FORUM. Any action arising out of
or related to this agreement or the transaction herein described, whether at
law or in equity, may be initiated in and litigated in the state or federal
courts of the State of Nebraska.  In
accordance herewith, the parties hereto submit to the jurisdiction of the
courts of said state.  Any party being
not a resident of Nebraska at the time of suit hereby appoints the Secretary of
State of Nebraska as its agent for receipt of service of process.  9.9 ATTORNEYS FEES. In the event that any
action or proceeding is brought in connection with this agreement the prevailing
party therein shall be entitled to recover its costs and reasonable attorneys
fees.  9.10 COUNTERPARTS/FACSIMILES. This Agreement may
be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.  Any signature to this
Agreement may be transmitted by fax and a facsimile signature received by a
party hereto shall for all purposes be deemed an original signature hereto.  9.11 EFFECTIVE DATE. This agreement shall be
effective on the date accepted and executed by an authorized representative of
Vendor.  2 
   CUSTOMER:
  
  VENDORFeather River State Bank
  
  INFORMATION
  TECHNOLOGY, INC.Signature:
  Brent Davis
  
  Signature:
  Timothy D.
  ConzemiusName:
  Brent Davis
  
  Name:
  Timothy D.
  ConzemiusTitle:
  VP Chief
  Technology Officer
  
  Title:
  Vice
  PresidentAddress:
  1227 Bridge
  Street
  
  Address:
  1345 Old
  Cheney RoadYUBA CITY CA
  95991
  
  
  Lincoln, NE
  68512Date:
  03/15/01
  
  Date Accepted:
  May 21, 2001  APPENDIX A EQUIPMENT AND TERMS   1.
  MANUFACTURER. The Manufacturer of the Equipment
  subject to this agreement is:
  
  2. PURCHASE
  PRICE: The purchase price for the Equipment is
  $ 247,236 .30 % thereof shall be payable upon execution of this agreement, the balance upon delivery
  of the Equipment. .3.
  EQUIPMENT. The Equipment subject to this agreement consists of the following:  Appendix
A  QTY
  
  STYLE
  
  DESCRIPTION
  
  PURCHASE 
  PRICE
  
  EXTENDED 
  PRICE1 ITI6100-T2
  
  SYS: ITI
  LX6100 TOWER PKG
  
  14,971
  
  14,9711 ES504141-Z
  
  SVR: TOWER
  Z-BOX 50441 ES504141-OK1
  
  ACC: ES5044
  OP. KIT1 B25-LC
  
  PWR CORD:
  LINE CORD1 MGT50-PCI
  
  CTRL: REMOTE
  MGMT CARD1 ES204141-TAP
  
  ACC: SERVER
  TOWER KIT2 XEO37001-1MB
  
  PROC:XEON
  700MHZ/1MB LVT2 XEO37001-TRM
  
  ACC:PROC.
  TERMINATOR1 XEO37001-VRM
  
  ACC: PROC.
  VOLT REGULATOR4 DIM 10068-128
  
  MEM: 128MB
  SDRAM PC 100 EC1 LX6100-LCP
  
  INSTL:
  CLEARPATH HOLO LBL1 ES204410-HBP
  
  ACC: HOTSWAP
  BK. PLANE 12 HDM 18110-CX1
  
  DISK: 18GB,
  1, 10K, SCA NR1 SVG 100-EXT
  
  CABLE: SVGA
  EXTENSION1 EVG3200-P
  
  DISPLAY:
  17"1 PWM2-PS2
  
  MOUSE:
  SCROLLING MOUSE1 PCK104-SKB
  
  KEYBD: SPACE
  SAVER1B25-LC
  
  PWR CORD:
  LINE CORD2 PCK1-EXT
  
  CABLE: PS2
  KYB EXTENSION2DRV1000-SUP
  
  ACC: DRIVER
  KIT1 ESR504141-LB
  
  N ACC:
  ESR5044 WINDOWS LBL1 PCI400-1UD
  
  CTRL: 1CHAN
  ULT SCSI DIFF
  
  525
  
  5251 OP378-34
  
  ADPTR: DATA
  COMM HOST 5
  
  4,000
  
  4,0001 CBL378-8
  
  CABLE: CONN
  BOX - 8 FT
  
  150
  
  1501 OP246-94
  
  CTRL:
  PARALLEL PORT PRINT
  
  90
  
  901 CSM311000-LR
  
  DISK: LVD
  RAID W/O ENV
  
  7,012
  
  7,0121 OSM3000-SU2
  
  DISK: OSM
  LVD SINGLE BUS1 OSM1200-RAD
  
  CTRL: LVD
  RAID CTRL1 PC1502-P64
  
  CTRL: 64BIT
  2CHAN,LVD/SCS
  
  765
  
  7651 ETH1010052-PCI
  
  ACC: PCI
  FAST ETHERNET 3.
  
  135
  
  1351 CBL 134-2
  
  CABLE: OSM
  LVD 2M
  
  121
  
  1212 USE 1936-LC6
  
  PWR CORD :
  C20/NEMA L6-20P
  
  75
  
  1501 OSD18209-W45
  
  DISK: 18GB,
  10K RPM LVD
  
  1,022
  
  1,022SUBTOTAL
  
  
  
  28,941LESS: TRADE-IN ALLOWANCE
  
  
  
  5,778TOTAL
  HARDWARE
  
  
  
  23,163   3 
   SYSTEM SOFTWARE  QTY
  
  STYLE
  
  DESCRIPTION
  
  ONE TIME
  LICENSE
  CHARGE
  
  EXTENDED
  PRICE1ESS504030-N
  
  SYS MGT:
  VALUE ADDED S/W
  
  650
  
  6501ESS500030-CO
  
  R SYS MGT:
  VALUE S/W BASE1 ESS1004-SD
  
  SYS MGT: 4X
  SRVR DIRECTOR1 ESS5000-ANA
  
  SYS MGT:
  ESANALAYST MGR.1 ESS5000-INS
  
  FILE MGT: ES
  INSTALL MGR1 ESS5000-PRS
  
  FILE MGT: ES
  PROCESS. MGR1 ESS5000-CST
  
  FILE MGT: ES
  CONTRAST. MGR1 ESS5000-SVC
  
  FILE MGT: ES
  SERVICE MGR1 ESS5000-PWR
  
  FILE MGT: ES
  POWER.MGR1 ESS5000-SCR
  
  SYS MGT: ES
  SCRIPTMGR1 ESS5000-RES
  
  SYS MGT: ES
  TESTARTMGR1 ESS5000-THR
  
  SYS MGT:
  ESTHRESHOLD MGR.1 ESS5000-STM
  
  SYS MGT:
  ESSYSTEMS MGR.1 ESS5000-PER
  
  SYS MGT:
  PERFORMANCE MGR1 ESS50000-EVT
  
  SYS MGT:
  EVENT LOG MGR1 ESS5000-LOG
  
  SYS MGT: LOG
  OFF MANAGER1 CAI4008-L
  
  SYS MGT:
  ESS5000 CAI IT1 ESS99-BLV
  
  FILE MGT:
  B&L VERTICES1 LXS820005-L
  
  O/S: WIN2000
  SVR 1-8P US
  
  3,999
  
  3,9991 WSA200008-L
  
  O/S: WIN2000
  SVR 1-8P US1 LXS6 1006-IT7
  
  O/S: MCP/TDS
  88K ACTS6.0
  
  198,000
  
  198,0001 LX10-MCM
  
  O/S: LX SYS
  SW COR MEDIA1 LX10-MCS
  
  O/S: MCP
  SRVR COM PLAT SW1 LX10-CNN
  
  O/S: MCP
  SRVR COMM NW SW1 LX6000-PSS
  
  O/S: MCP
  SRVR PLT SPEC SW1 LX6100-STU
  
  O/S:
  EMULATION SW LX61001 ACD6100-300
  
  ACC:
  SEC.DEVICE LX61301 LX10-TDS
  
  DATAMGT:
  TRANS/DATA SRVR1 LXC25-NXV
  
  WRKST SW:
  ICNXVIEW 25U LO1 ICS16-CS
  
  WRKST SW:
  INFOCONNECT 161 ICS32-CS
  
  WRKST SW:
  INFOCONNECT 321 LXC999-CAL
  
  O/S: MCP/TDS
  CAL UNLIMITD1 NXT99-JSN
  
  WWW:
  NX/WEBSTN UNRESRCTLO1 LX10-WLS
  
  BEA:
  WEBLOGIC SERVER/LX1 ESS100030-RN
  
  DOC: 3.0
  RELEASE NOTES
  
  20
  
  201 NXP40-BYC
  
  COM SW:
  BISYNC PROTOCOL
  
  5,039
  
  5,0391 NX10-BYC
  
  COM SW:
  BISYNC PROTOCOL1 NXP40-DCS
  
  COM SW: DATA
  COMMUNICATN
  
  14,438
  
  14,4381 NX10-DCS
  
  COM SW: DATA
  COMMUNICATNLESS: OTC
  UPGRADE ALLOW
  
  
  
  47,573TOTAL OTC
  
  
  
  174,573  4 
   QTY
  
  STYLE
  
  DESCRIPTION
  
  FIVE YEAR LICENSE
  CHARGE
  
  EXTENDE
  PRICE1 LXU6100-IT7
  
  SUBSCRN: SSU
  PLUS 88K AC
  
  49,500
  
  49,5001 LX10-SSU
  
  SUBSCRN: SSU
  PLUS UNLIMTD1 ESR2050-SER
  
  SERV:
  ES2K/5KE-SERV REQSUB TOTAL
  
  
  
  49,500TOTAL 5YR LICENSE
  
  
  
  49,500TOTAL SYSTEM SOFTWARE
  
  
  
  224,073TOTAL SOFTWARE
  
  
  
  224,073SummaryTOTAL HARDWARE
  
  
  
  23,163TOTAL SOFTWARE
  
  
  
  224,073TOTAL
  
  
  
  247,236  5