EXHIBIT 10.32  FIRST
AMENDMENT TO LEASE  THIS FIRST AMENDMENT TO LEASE IS MADE
EFFECTIVE AS OF MARCH 1, 2001 BY AND BETWEEN LINCOLN TOWN CENTER, LLC, A
CALIFORNIA LIMITED LIABILITY COMPANY, (LANDLORD) AND FEATHER RIVER STATE
BANK, A CALIFORNIA STATE CHARTERED BANK, (TENANT) WITH REFERENCE TO THE FACTS
SET FORTH BELOW.  RECITALS  A.            Landlord
and Tenant are parties to that certain lease dated December 1, 2000, and hereby
express their mutual desire and intent to amend the terms of the Lease by this
First Amendment to Lease with those terms, covenants, and conditions as
hereinafter provided.  B.            Landlord
leased to Tenant a certain retail space consisting of approximately 1,200
square feet identified as 435 South Highway 65, Suite A, Lincoln, California
(the Premises).  C.            Landlord
and Tenant desire to amend and modify the lease document effective March 1,
2001.  NOW, THEREFORE, IN CONSIDERATION OF THE
RECITALS AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS SET
FORTH BELOW.  1.             Section
1.4 Premises shall now read, In consideration of the rents, covenants and
agreements on the part of Tenant to be paid and performed, the Landlord leases
to the Tenant, and Tenant leases from Landlord, for the Term, at the rental and
upon the conditions of this Lease, that certain space (referred to herein as
the Premises), now or hereafter to be erected in the Lincoln Hills Town
Center Shopping Center (herein called the Shopping Center) in Lincoln
(City) Placer (County) California (State).  The location of the Premises is outlined in
red on the site plan of the Shopping Center, attached hereto as Exhibit A and
made a part hereof, and otherwise known as 435 South Highway 65, Suites A &
B, Lincoln, California, (address) said Premises being agreed for purposes
of this Lease, to have an area of approximately 2,280 square feet.  Tenant acknowledges that the site plan shown
on Exhibit A is tentative and that Landlord may change the shape, size,
location, number and extent of the improvements shown thereon and eliminate or
add any improvements to any portion of the Shopping Center as provided in
Article VII herein."  2.             Section
1.11 Minimum Monthly Rent and Other Charges Payable by Tenant shall now
read,  "(a) Minimum Monthly
Rent.  Four thousand four hundred
forty-six and 00/100 Dollars ($4,446,00) per month for the first twenty-four
(24) months, as provided in Section 3.1, which shall be increased annually
on the day and the month on which the Commencement Date occurs in each
consecutive year following the Commencement Date (the Anniversary Date) (except
on the first anniversary of the Commencement Date, i.e. month thirteen (13) as
set forth above), either (i) in accordance with the increase in the United
States-Department of Labor, Bureau of Labor Statistics, Consumer Price Index
for Urban Wage Earners and Clerical Workers (all Items for the San
Francisco-Oakland-San Jose Statistical Area on the basis of 1982-84 = 100 [the
Index]), as provided in Section 3.2, or (ii) by five percent (5%) over the
Minimum Monthly Rent then in effect. 
If (ii) is completed, then (i) and Section 3.2 are inapplicable. Notwithstanding
the foregoing, (i) shall only apply during the extended term pursuant to Rider
One hereof, and (ii) shall be applicable during the initial five (5) year Term.  (b) Other Periodic
Payments.  Monthly Payments of Operating
Costs (see Section 4.8) including, without limitation, Taxes, Utilities,
Insurance Premiums, or other amounts as provided in this Lease.  The initial monthly charge for such
Operating Costs is nine hundred eighty and 40/100 Dollars ($980.40)."  3.             Landlord
agrees to remove the demising wall separating Suite A from Suite B, and
existing ceiling grid.  4.             Except
as modified herein, the Lease shall remain in full force and effect as modified  1N WITNESS WHEREOF THIS AMENDMENT TO LEASE IS
EXECUTED AS OF THE DATE FIRST WRITTEN ABOVE.  LANDLORD:
  LINCOLN TOWN CENTER, LLCA California Limited Liability Company  
   TENANT:
  FEATHER RIVER STATE BANK,A California State
  Chartered BankBy:Its:By:Its:  2