<PAGE>

NCR (No Carbon Required)
                        COMMERCIAL LEASE AND DEPOSIT RECEIPT
                                          
RECEIVED FROM Feather River State Bank, hereinafter referred to as LESSEE, the
sum of $3465.00 (Three Thousand Four Hundred Sixty Five & NO/100 dollars),
evidenced by a check, as a deposit which will belong to Lessor and will be
applied as follows:


<TABLE>
<CAPTION>
                                                                         TOTAL      RECEIVED   BALANCE DUE PRIOR TO OCCUPANCY
<S>                                                                    <C>         <C>         <C>            
Rent for the period from 12-1-97 to 1-1-98. . . . . . . . . . . .      $ 1732.50   $ 1732.50   $        
                                                                       ---------   ---------   ---------
Security deposit (NOT applicable toward last month's rent). . . .      $           $           $        
                                                                       ---------   ---------   ---------
Other  Last Month's Rent. . . . . . . . . . . . . . . . . . . . .      $ 1732.50   $ 1732.50   $        
                                                                       ---------   ---------   ---------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $ 3465.00   $ 3465.00   $        
                                                                       ---------   ---------   ---------
</TABLE>


     In the event this Lease is not accepted by the Lessor within 14 days, the
total deposit received will be refunded.
     Lessee offers to lease from Lessor the premises situated in the City of
CHICO, County of BUTTE, State of CALIF, described as W.50' of 500 MAIN ST,
consisting of approximately 1925 square feet, upon the following terms and
conditions:

  1. TERM.  The term will commence on Dec. 1, 1997, and end on Nov. 30, 2000.
  2. RENT.  The total rent will be $62,370.00, payable at $1732.50 per month 
     (based on first year's rates) payable on the 1St day of each month.  All 
     rents will be paid to Lessor or his or her authorized agent, at the 
     following address DIANA HOLMES, TRUSTEE, PO BOX 325, OAKVILLE, CA 94562, 
     or at such other places as may be designated by Lessor from time to 
     time.  In the event rent is not paid WITHIN 15 DAYS after due date, 
     Lessee agrees to pay A LATE CHARGE of $15.00 plus interest at 8% per 
     annum on the delinquent amount.  Lessee further agrees to pay $15.00 for 
     each dishonored bank check.  The late charge period is NOT a grace 
     period, and Lessor is entitled to make written demand for any rent if 
     not paid when due.  
  3. USE.  The premisses are to be used for the operation of A MORTGAGE LOAN 
     BUSINESS, and for no other purpose, without prior written consent of 
     Lessor. Lessee will not commit any waste upon the premises, or any 
     nuisance or act which may disturb the quiet enjoyment of any tenant in 
     the building.
  4. USES PROHIBITED.  Lessee will not use any portion of the premises for 
     purposes other than those specified.  No use will be made or permitted 
     to be made upon the premises, nor acts done, which will increase the 
     existing rate of insurance upon the property, or cause cancellation of 
     insurance policies covering the property.  Lessee will not conduct or 
     permit any sale by auction on the premises.
  5. ASSIGNMENT AND SUBLETTING.  Lessee will not assign this Lease or sublet 
     any portion of the premises without prior written consent of the Lessor, 
     which will not be unreasonable withheld.  Any such assignments or 
     subletting without consent will be void and, at the option of the 
     Lessor, will terminate this Lease.
  6. ORDINANCES AND STATUTES.  Lessee will comply with all statutes, 
     ordinances, and requirements of all municipal, state and federal 
     authorities now in force, or which may later be in force, regarding the 
     use of the premises.  The commencement or pendency of any state or 
     federal court abatement proceeding affecting the use of the premises 
     will, at the option of the Lessor, be deemed a breach of this Lease.
  7. MAINTENANCE, REPAIRS, ALTERATIONS.  Unless otherwise indicated, Lessee 
     acknowledges that the premises are in good order and repair.  Lessee 
     will, at his or her own expense, maintain the premises in a good and 
     safe condition, including plate glass, electrical wiring, plumbing and 
     heating and air conditioning installations, and any other system or 
     equipment.  The premises will be surrendered, at termination of the 
     Lease, in as good condition as received, normal wear and tear excepted.  
     Lessee will be responsible for all repairs required, except the 
     following which will be maintained by Lessor: roof, exterior walls, 
     structural foundations (including any retrofitting required by 
     governmental authorities) and: NO OTHER Lessee / / will /X/ will not 
     maintain the property adjacent to the premises, such as sidewalks, 
     driveways, which would otherwise be maintained by Lessor. 
        No improvement or alteration of the premises will be made without the 
     prior written consent of the Lessor.  Prior to the commencement of any 
     substantial repair, improvement, or alteration, Lessee will give Lessor 
     at least TWO (2) DAYS WRITTEN NOTICE in order that Lessor may post 
     appropriate notices to avoid any liability for liens.
  8. ENTRY AND INSPECTION.  Lessee will permit Lessor or Lessor's agents to 
     enter the premises at reasonable times and upon reasonable notice for 
     the purpose of inspecting the premises, and will permit Lessor, at any 
     time WITHIN SIXTY (60) DAYS prior to the expiration of this Lease, to 
     place upon the premises any usual "For Lease" signs, and permit persons 
     desiring to lease the premises to inspect the premises at reasonable 
     times.
  9. INDEMNIFICATION OF LESSOR.  Lessor will not be liable for any damage or 
     injury to Lessee, or any other person, or to any property, occurring on 
     the premises.  Lessee agrees to hold Lessor harmless from any claims for 
     damages arising out of Lessee's use of the premises, and to indemnify 
     Lessor for any expense incurred by Lessor in defending any such claims.
 10. POSSESSION.  If Lessor is unable to deliver possession of the premises 
     at the commencement date set forth above, Lessor will not be liable for 
     any damage caused by the delay, nor will this Lease be void or voidable, 
     but Lessee will not be liable for any rent until possession is 
     delivered.  Lessee may terminate this Lease if possession is not 
     delivered WITHIN______DAYS of the commencement term in Item 1.
 11. LESSEE'S INSURANCE.  Lessee, at his or her expense, will maintain plate 
     glass, public liability, and property damage insurance insuring Lessee 
     and Lessor with minimum coverage as follows: 200,000.00/500,000.00 
        Lessee will provide Lessor with a Certificate of Insurance showing 
     Lessor as additional insured.  THE POLICY WILL REQUIRE TEN (10) DAY'S 
     WRITTEN NOTICE TO LESSOR PRIOR TO CANCELLATION OR MATERIAL CHANGE OF 
     COVERAGE.
12.  LESSOR'S INSURANCE.  Lessor will maintain hazard insurance covering one
hundred percent (100%) actual cash value of the improvements throughout the
Lease term.  Lessor's insurance will not insure Lessee's personal property,
leasehold improvements, or trade fixtures.


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<PAGE>

NCR (No Carbon Required) Property Address  500 MAIN ST

 13. SUBROGATION.  To the maximum extent permitted by insurance policies which
     may be owned by the parties, Lessor and Lessee waive any and all rights of
     subrogation which might otherwise exist.
 14. UTILITIES.  Lessee agrees that he or she will be responsible for the
     payment of all utilities, including water, gas, electricity, heat and other
     services delivered to the premises, except:  NONE.
 15. SIGNS.  Lessee will not place, maintain, nor permit any sign or awning on
     any exterior door, wall, or window of the premises without the express
     written consent of Lessor, which will not be unreasonably withheld, and of
     appropriate governmental authorities.
 16. ABANDONMENT OF PREMISES  Lessee will not vacate or abandon the premises at
     any time during the term of this Lease.  If Lessee does abandon or vacate
     the premises, or is dispossessed by process of law, or otherwise, any
     personal property belonging to Lessee left on the premises will be deemed
     to be abandoned, at the option of Lessor.
 17. CONDEMNATION.  If any part of the premises is condemned for public use, and
     a part remains which is susceptible of occupation by Lessee, this Lease
     will, as to the part taken, terminate as of the date the condemnor acquires
     possession.  Lessee will be required to pay such proportion of the rent for
     the remaining term as the value of the premises remaining bears to the
     total value of the premises at the date of condemnation; provided, however,
     that either party may, at his or her option, terminate this Lease as of the
     date the condemnor acquires possession.  In the event that the premises are
     condemned in whole, or the remainder is not susceptible for use by the
     Lessee, this Lease will terminate upon the date which the condemnor
     acquires possession.  All sums which may be payable on account of any
     condemnation will belong solely to the Lessor; except that Lessee will be
     entitled to retain any amount awarded to him or her for his of her trade
     fixtures and moving expenses.
 18. TRADE FIXTURES.  Any and all improvements made to the premises during the
     term will belong to the Lessor, except trade fixtures of the Lessee. 
     Lessee may, upon termination, remove all his or her trade fixtures, but
     will pay for all costs necessary to repair any damage to the premises
     occasioned by the removal.
 19. DESTRUCTION OF PREMISES.  In the event of a partial destruction of the
     premises during the term, from any cause except acts or omission of Lessee,
     Lessor will promptly repair the premises, provided that such repairs can be
     reasonably made WITHIN SIXTY (60) DAYS.  Such partial destruction will not
     terminate this Lease, except that Lessee will be entitled to a
     proportionate reduction of rent while such repairs are being made, based
     upon the extent to which the making of such repairs interferes with the
     business of Lessee on the premises.  If the repairs cannot be made WITHIN
     SIXTY (60) DAYS, this Lease may be terminated at the option of either party
     by giving written notice to the other party WITHIN THE SIXTY (60) DAY
     PERIOD.
 20. HAZARDOUS MATERIALS.  Lessee will not use, store, or dispose of any
     hazardous substances upon the premises, except the use and storage of such
     substances that are customarily used in Lessee's business, and are in
     compliance with all environmental laws.  Hazardous substances means any
     hazardous waste, substance or toxic materials regulated under any
     environmental laws or regulations applicable to the property.  Lessee will
     be responsible for the cost of removal of any toxic contamination caused by
     lessee's use of the premises.
 21. INSOLVENCY.  The appointment of a receiver, an assignment for the benefits
     of creditors, or the filing of a petition in bankruptcy by or against
     Lessee, will constitute a breach of this Lease by Lessee.
 22. DEFAULT  In the event of any breach of this Lease by Lessee, Lessor may, at
     his or her option, terminate the Lease and recover from Lessee:  (a) the
     worth at the time of award of the unpaid rent which had been earned at the
     time of termination; (b) the worth at the time of award of the amount by
     which the unpaid rent which would have been earned after termination until
     the time of the award exceeds the amount of such rental loss that the
     Lessee proves could have been reasonably avoided; (c) the worth at the time
     of award of the amount by which the unpaid rent for the balance of the term
     after the time of award exceeds the amount of such rental loss that the
     Lessee proves could be reasonably avoided; and (d) any other amount
     necessary to compensate Lessor for all the detriment proximately caused by
     the Lessee's failure to perform his or her obligations under the Lease or
     which in the ordinary course of things would be likely to result therefrom.
        Lessor may, in the alternative, continue this Lease in effect, as long
     as Lessor does not terminate Lessee's right to possession, and Lessor may
     enforce all of Lessor's rights and remedies under the Lease, including the
     right to recover the rent as it becomes due under the Lease.  If said
     breach of Lease continues, Lessor may, at any time thereafter, elect to
     terminate the Lease.
        These provisions will not limit any other rights or remedies which 
     Lessor may have. 
 23. SECURITY.  The security deposit will secure the performance of the Lessee's
     obligations.  Lessor may, but will not be obligated to, apply all or
     portions of the deposit on account of Lessee's obligations.  Any balance
     remaining upon termination will be returned to Lessee.  Lessee will not
     have the right to apply the security deposit in payment of the last month's
     rent.
 24. DEPOSIT REFUNDS.  The balance of all deposits will be refunded WITHIN THREE
     (3) WEEKS (or as otherwise required by law), from date possession is
     delivered to Lessor or his or her authorized agent, together with a
     statement showing any charges made against the deposits by Lessor.
 25. ATTORNEY FEES.  In any action or proceeding involving a dispute between
     Lessor and Lessee arising out of this Lease, the prevailing party will be
     entitled to reasonable attorney fees.
 26. WAIVER.  No failure of Lessor to enforce any term of this Lease will be
     deemed to be a waiver.
 27. NOTICES.  Any notice which either party may or is required to give, will be
     given by mailing the notice, postage prepaid, to Lessee at the premises, or
     to Lessor at the address shown in Item 2, or at such other places as may be
     designated in writing by the parties from time to time.  Notice will be
     effective FIVE (5) DAYS AFTER MAILING, or on personal delivery, or when
     receipt is acknowledged in writing.
 28. HOLDING OVER.  Any holding over after the expiration of this Lease, with
     the consent of Owner, will be a month-to-month tenancy at a monthly rent of
     $ TBA, payable in advance and otherwise subject to the terms of this Lease,
     as applicable, until either party will terminate the tenancy by giving the
     other party THIRTY (30) DAYS WRITTEN NOTICE.
 29. TIME.  Time is of the essence of this Lease.
 30. HEIRS, ASSIGNS, SUCCESSORS.  This Lease is binding upon and inures to the
     benefit of the heirs, assigns, and successors of the parties.
 31. TAX INCREASE.  In the event there is any increase during any year of the
     term of this Lease in real estate taxes over and above the amount of 
     such taxes assessed for the tax year during which the term of this Lease 
     commences, Lessee will pay to Lessor an amount equal to ___% of the 
     increase in taxes upon the land and building in which the leased premises 
     are situated.  In the event that such taxes are assessed for a tax year 
     extending beyond the term of the Lease, the obligation of Lessee will be 
     prorated.  Lessee will not be responsible for any tax increase occasioned 
     solely by a sale or transfer of the premises by Lessor.

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<PAGE>

     Property Address 500 MAIN ST.

32.  COST OF LIVING INCREASE.  The rent provided for in Item 2 will be adjusted
     effective upon the first day of the month immediately following the
     expiration of 12 months from date of commencement of the term, and upon the
     expiration of each 12 months thereafter, in accordance with changes in the
     U.S. Consumer Price Index for All Urban Consumers (1982-84=100) ("CPI").
     The monthly rent will be increased to an amount equal to the monthly 
     rent set forth in Item 2, multiplied by a fraction the numerator of which 
     is the CPI for the second calendar month immediately preceding the 
     adjustment date, and the denominator of which is the CPI for the second 
     calendar month preceding the commencement of the Lease term; provided, 
     however, that the monthly rent will not be less than the amount set forth 
     in Item 2.

33.  OPTION TO RENEW.  Provided that Lessee is not in default in the performance
     of this Lease will have the option to renew the Lease for an additional
     term of 24 months commencing at the expiration of the initial Lease term.
     All of the terms and conditions of the Lease will apply during the renewal
     term, except that the monthly rent will be the sum of $TBA which will be
     adjusted in accordance with the cost of living increase provision set forth
     in Item 32.
          The option will be exercised by written notice given to Lessor NOT 
     LESS THAN 30 DAYS prior to the expiration of the initial Lease term. If 
     notice is not given within the time specified, this Option will expire.

34.  AMERICANS WITH DISABILITIES ACT.  The parties are alerted to the existence
     of the Americans With Disabilities Act, which may require costly structural
     modifications. The parties are advised to consult with a professional
     familiar with the requirements of the Act.

35.  LESSOR'S LIABILITY.  In the event of a transfer of Lessor's title or
     interest to the property during the term of this Lease, Lessee agrees that
     the grantee of such title or interest will be substituted as the Lessor
     under this Lease, and the original Lessor will be released of all further
     liability; provided, that all deposits will be transferred to the grantee.

36.  ESTOPPEL CERTIFICATE.
          (a) On TEN (10) DAYS' PRIOR WRITTEN NOTICE from Lessor, Lessee will
     execute, acknowledge, and deliver to Lessor a statement in writing: [1]
     certifying that this Lease is unmodified and in full force and effect (or,
     if modified, stating the nature of such modification and certifying that
     this Lease, as so modified, is in full force and effect), the amount of any
     security deposit, and the date to which the rent and other charges are paid
     in advance, if any; and [2] acknowledging that there are not, to Lessee's
     knowledge, any uncured defaults on the part of Lessor, or specifying such
     defaults if any are claimed. Any such statement may be conclusively relied
     upon by any prospective buyer or encumbrancer of the premises.
          (b) At Lessor's option, Lessee's failure to deliver such statement
     within such time will be a material breach of this Lease or will be
     conclusive upon Lessee:[1] that this Lease is in full force and effect,
     without modification except as may be represented by Lessor; [2] that there
     are no uncured defaults in Lessor's performance; and [3] that not more than
     one month's rent has been paid in advance.
          (c) If Lessor desires to finance, refinance, or sell the premises, or
     any part thereof, Lessee agrees to deliver to any lender or buyer
     designated by Lessor such financial statements of Lessee as may be
     reasonably required by such lender or buyer. All financial statements will
     be received by the Lessor or the lender or buyer in confidence and will be
     used only for the purposes set forth.

37.  ENTIRE AGREEMENT. The foregoing constitutes the entire agreement between
     the parties and may be modified only in writing signed by all parties. The
     following exhibits are a part of this Lease:

     Exhibit A:  SEE ATTACHED
               -----------------------------------------------------------------
     Exhibit B:
               -----------------------------------------------------------------
     Exhibit C:
               -----------------------------------------------------------------

THE UNDERSIGNED LESSEE ACKNOWLEDGES THAT HE OR SHE HAS THOROUGHLY READ AND
APPROVED EACH OF THE PROVISIONS CONTAINED IN THIS OFFER, AND AGREES TO THE TERMS
AND CONDITIONS SPECIFIED.

Lessee___________ Date __________        Lessee____________ Date _________

Receipt for deposit acknowledged by _______________________ Date _________


                                  ACCEPTANCE

THE UNDERSIGNED LESSOR ACCEPTS THE FOREGOING OFFER AND AGREES TO LEASE THE
PREMISES ON THE TERMS AND CONDITIONS SET FORTH ABOVE.

NOTICE: THE AMOUNT OR RATE OF REAL ESTATE COMMISSIONS IS NOT FIXED BY LAW. THEY
ARE SET BY EACH BROKER INDIVIDUALLY AND MAY BE NEGOTIABLE BETWEEN THE OWNER AND
BROKER.

     The Lessor agrees to pay to ___________________________, the Broker in this
transaction, the sum of $__________ for services rendered and authorizes Broker
to deduct said sum from the deposit received from Lessee.
     In the event the Lease is extended for a definite period of time or on a
month-to-month basis after expiration of the original term, Lessor will pay to
Broker an additional commission of ________% of the total rental for the
extended period. This commission will be due and payable at the commencement of
the extended period if for a fixed term, or if on a month-to-month basis, at 
the termination of Lessee's occupancy or one year, whichever is earlier.
     In any action for commission, the prevailing party will be entitled to
reasonable attorney fees.

Lessor___________ Date _________        Lessor____________ Date _________

Lessee acknowledges receipt of a copy of the accepted Lease on (date)________ 
                                                               [_______][______]
                                                                    Initials


                                                                 ---------------
                                                                  Rev. by______
                                                                  Date_________
                                                                 ---------------


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