<PAGE>

                            MONTH TO MONTH LEASE AGREEMENT


    This Lease Agreement (the "Lease") is made as of OCTOBER 1, 1996, by and
between PROFESSIONAL EXECUTIVE CENTER, INC., a California corporation
("Landlord") and FEATHER RIVER STATE BANK ("Tenant"), who agree as follows:
    PREMISES.  Landlord leases to Tenant and Tenant leases from Landlord, upon
the terms and conditions of the Lease, approximately 168 square feet of office
space, designated as Suite 4 (the "Premises"), in the office building at 2140
Professional Drive, Suite 200, Roseville, California (the "Building").
Concurrently with the Lease, Landlord and Tenant have entered into an Executive
Services Agreement (the "Services Agreement") in conjunction with Tenant's use
of the Premises.
    2.   TERM:  POSSESSION.  The term of the Lease (the "Term") is from month
to month commencing on October 1, 1996.  This Agreement will be terminated upon
thirty (30) days written notice.  The term will be concurrent with the term of
the Lease, and this Agreement will terminate on any termination of the Lease.
    3.   RENT.  Tenant will pay to Landlord, without offset, deduction, prior
notice or demand, the sum of $405.00 per month as rent ("Rent") for the
Premises.  Rent for the first month of the Lease is payable in advance upon
execution of the Lease.  Thereafter, Rent is payable in advance on the first day
of each calendar month during the Term.  Rent for any partial month at the
beginning or end of the Term will be prorated on the basis of 30-day months.
    4.   LATE CHARGE.  The parties agree that in the event Tenant fails to make
any rental payment within ten days of the due date, it will be impracticable and
extremely difficult to fix the actual damage to Landlord.  Therefore, the
parties agree that Tenant will pay to Landlord an additional amount equal to ten
percent (10%) of the overdue amount if Rent is not received within ten days of
the due date.  These late charges will be in addition to any other remedies
available to Landlord under the Lease or by Law.
    5.   SECURITY DEPOSIT.  As additional consideration for Lease and Services
Agreement execution by Landlord, Tenant has paid to Landlord the sum of $300.00
(the "Security Deposit") as security for the performance of Tenant's
obligations.  If Tenant defaults in the performance of any of the Tenant's
obligations under the Lease of the Services Agreement, Landlord may use all or
any part of the Security Deposit to compensate Landlord for any loss or damage
which Landlord may suffer by reason of Tenant's default.  Upon receipt of notice
from Landlord that any portion of the Security Deposit has been so used, Tenant
will deposit sufficient funds with Landlord to restore the Security Deposit to
its original amount; Tenant's failure to do so will be a breach of the Lease and
the Services Agreement.  Landlord is not required to keep the Security Deposit
separate from Landlord's general funds, and Tenant is not entitled to interest
on the Security Deposit.  At the end of the Term, any portion of the Security
Deposit remaining will be returned to Tenant.
    6.   USE OF PREMISES.  Tenant will use the Premises for general office
purposes and for no other business or purpose without the prior written consent
of Landlord.  Tenant will comply with all existing and future laws, ordinances,
rules and regulations relating to Tenant's use or occupancy of the Premises, and
Tenant will observe the Building Rules defined in paragraph 17 (Rules and
Regulations).  Tenant will not conduct any activities or keep any materials or
substances in the Premises which will impair, invalidate or increase the
premiums on Landlord's insurance policies.  Should Tenant, through the nature of
his business, cause the Landlord's insurance rate to increase, Tenant will be
responsible for that rate increase.
    7.   ALTERATIONS.  Tenant will not make any alterations to or install any
fixtures in (collectively "Alterations") the Premises without Landlord's prior
written consent.  Any Alterations made by Tenant with Landlord's consent will be
done by contractors approved by Landlord in accordance with the written
specifications of Landlord and will become the property of Landlord.
    8.   MAINTENANCE AND REPAIR.
         A.   Landlord will provide janitorial services to the Premises
pursuant to the Services Agreement.
         B.   By taking possession of the Premises, Tenant agrees that the
Premises are then in good and tenantable condition.  During the Term, Tenant
will keep the Premises in good condition, ordinary wear and tear expected.
         C.   Landlord will keep the structural portions of the Building in
good condition; provided that Tenant will pay the cost of repairs for damage
caused by Tenant or Tenant's employees, agents or invitees.
         D.   Tenant shall be responsible for glass breakage in his Suite.
         E.   Landlord reserves the right to make repairs or alterations to any
part of the Building or the Premises at any time without Landlord's action
constituting a constructive eviction of Tenant.
    9.   TRADE FIXTURES.  Subject to the provisions of paragraphs 6 (Use of
Premises) and 7 (Alterations), Tenant may keep furnishings, equipment and other
trade fixtures ("Trade Fixtures") in the Premises as long as the Trade Fixtures
do not become an integral part of the Premises or the Building.  If Tenant is
not then in default under the Lease, Tenant may remove any of its Trade Fixtures
at any time during the Term or upon termination of the Lease.
    10.  UTILITIES AND SERVICES.  Landlord will provide certain utilities and
services to Tenant and to the Premises pursuant to the Services Agreement.
Tenant will arrange for installation of N/A separate telephone line(s) for
Tenant and for connection of Tenant's telephone line(s) to Landlord's
switchboard.  Tenant will be responsible for all charges for installation and
use of its telephone payments.
    11.  PERSONAL PROPERTY TAXES.  Tenant will pay in a timely manner all taxes
or other charges assessed against Tenant's personal property located in the
Premises.  On demand by Landlord, Tenant will furnish Landlord with satisfactory
evidence of these payments.
    12.  INDEMNITY AND INSURANCE.
         A.   Indemnity.  Tenant will indemnify and hold Landlord harmless from
all claims and damages arising out of Tenant's use or occupancy of the Premises.
Tenant's obligation under this paragraph will be offset by any insurance
proceeds received by Landlord.
         B.   Liability Insurance.  At all times during the Term, Tenant will
maintain at its expense liability insurance with insurance companies approved by
Landlord with single combined liability limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) insuring Tenant and Landlord against liability for
injury to persons and property and death of any person arising out of Tenant's
use or occupancy of the Premises.  Landlord shall be added as a named insured
under liability policy.
         C.   Fire and Other Insurance.  At all times during the Term, Tenant
will maintain at its expense standard fire insurance and extended coverage
insurance, with vandalism and malicious mischief endorsements, in an amount
sufficient to cover all losses, insuring Tenant and Landlord for damage to or
loss of Tenant's Trade Fixtures located on the Premises.  Landlord will maintain
fire insurance coverage on the Building, but Landlord will not obtain insurance
of any kind on Tenant's Trade Fixtures.
    13.  DAMAGE OR DESTRUCTION.  If any part of the Premises or the Building is
destroyed, Landlord may; (a) terminate the Lease; or (b) continue the Lease and
repair or rebuild the Premises or the Building; provided that Tenant may
terminate the Lease upon giving Landlord written notice within ten days after
the damage or destruction if the Premises cannot be made tenantable within sixty
days.  If it is necessary for Landlord to occupy the Premises in order to
accomplish the repair or reconstruction, Rent will abate during the time
Landlord occupies the Premises.
    14.  CONDEMNATION.  If any part of the Premises or the Building is taken as
a result of condemnation proceeds, and either Landlord or Tenant may terminate
the Lease upon thirty days written notice to the other.
    15.  LANDLORD'S RIGHT TO ENTER PREMISES. Landlord and its authorized
representatives have the right to enter the Premises at any reasonable time for
any reasonable purpose.
    16.  ASSIGNMENT AND SUBLETTING.  Tenant will not do any of the following
without the prior written consent of Landlord, and any such action by Tenant
will be voidable by Landlord and will constitute a default under the Lease:
         A.   Assign or encumber Tenant's interest in the Lease or the
Premises;
         B.   Sublease all or any part of the Premises; or
         C.   Allow any other person to occupy or use all or any part of the
Premises.
    17.  RULES AND REGULATIONS.  Tenant and Tenant's employees, agents and
invitees will comply with the existing rules and regulations regarding use and
occupancy of the Premises and the Building, a copy of which is attached hereto
as Exhibit B, and with all reasonable rules and regulations which Landlord may
adopt hereafter (collectively the "Building Rules").  Any violation of the
Building Rules by Tenant or by Tenant's employees, agents or invitees will
constitute a default under the Lease.
    18.  ABANDONMENT.  Tenant will occupy the Premises continuously except for
normal vacation periods.  Tenant's absence from the Premises for more than one
week may be deemed in abandonment of the Premises at the option of Landlord if
Rent is delinquent during any part of that time.
    19.  TENANT'S DEFAULTS.  Tenant will be in default under the Lease if any
of the following occurs:
         A.   Tenant fails to pay any sum called for by the Lease or the
Services Agreement and such sum remains unpaid for more than ten days;
         B.   Tenant denies any other Tenant of the Building, or makes it
difficult for Landlord to provide to any other Tenant of the Building, the quiet
enjoyment of the other Tenant's Premises; or
         C.   Tenant fails to perform any of its other obligations under the
Lease and the failure continues for fifteen days after Landlord gives written
notice to Tenant specifying the particulars of the default.
    20.  LANDLORD'S REMEDIES.
         A.   Landlord's Options.  If Tenant is in default under the Lease,
then in addition to any other rights provided by the Lease or by law, Landlord
has the option to do any of the following:
              (1)  Terminate the Lease by giving Tenant notice of termination;
              (2)  Without terminating the Lease, relet all or any part of the
Premises for Tenant's account or otherwise;
              (3)  After reletting the Premises, elect to terminate the Lease
at any time thereafter by giving Tenant notice of termination; or
              (4)  Cure the default at Tenant's cost.
         B.   Tenant's Duty to Vacate Premises.  Upon Tenant's receipt of
notice of termination, all of Tenant's rights in the Premises will terminate,
and Tenant will promptly thereafter surrender and vacate the Premises.
Termination under this provision will not relieve Tenant of the obligation to
pay all sums then due or of liability for damages.
         C.   Reletting by Landlord.  Tenant hereby appoints Landlord as
Tenant's attorney-in-fact for the purpose of reletting the Premises.
Landlord is entitled to all rents from any reletting of the Premises for
Tenant's account, and Tenant will pay the following amounts on the due date
specified in the Lease:
              (1)  All sums Tenant is required to pay under the Lease; plus
              (2)  Landlord's expenses of reletting including but not limited
to remodeling expenses, commissions and advertising costs; minus
              (3)  Rents received from reletting.
         D.   Reimbursement of Landlord.  If Landlord pays any sums as a result
of Tenant's default, Tenant will immediately reimburse Landlord, and any unpaid
portion will bear interest at the maximum rate allowed by law from the date the
sum is paid by Landlord until Landlord is reimbursed by Tenant.
    21.  CALCULATION OF DAMAGES.
         A.   Termination of Lease.  If Landlord terminates the Lease under
paragraph 20A(1) or 20A(3), Landlord is entitled to recover from Tenant as
damages:
              (1)  The value of the unpaid rent earned at the time of
termination of the Lease;
              (2)  The value of the unpaid rent for the remainder of the Term
reduced by any loss of Rent that Tenant proves could have been reasonably
avoided; and
              (3)  Any other amounts necessary to compensate Landlord for all
detriment proximately caused by Tenant's default including without limitation
court costs of alterations and commissions in connection with reletting.

<PAGE>

         B.   Interest to Time of Award. The value of the unpaid rent accrued
up to the time of the award will be [text unreadable] rate allowed by law.
         C.   Present Value of Future Rent.  The present value of the future
rent after the time of the award will be computed using the discount rate of the
Federal Reserve Bank of San Francisco at the time of the award plus one percent
(1%).
    22.  NONLIABILITY OF LANDLORD.
         A.   Nonliability.  Landlord is not liable to Tenant for any damage to
Tenant or Tenant's property for any disruption of Tenant's business, or for any
inconvenience or temporary impairment of the enjoyment of the Premises by the
Tenant, resulting from any of the following:
              (1)  Leaky plumbing, gas, water, steam, electrical, heating,
cooling, ventilating or air-conditioning facilities or conduits except that
Landlord agrees to take reasonable steps to correct any such condition upon
receipt of written notice for Tenant;
              (2)  Damage to or destruction of the Premises or the Building;
              (3)  Disrepair or faulty construction of the Building;
              (4)  Acts of Landlord or Landlord's employees, agents or invitees
in repairing or remodeling any portion of the Premises or the Building;
              (5)  Acts of other Tenants in the Building or their employees,
agents or invitees;
              (6)  Landlord's exercise of its right to enter the Premises as
described in paragraph 15 (Landlord's Right to Enter Premises); or
              (7)  Any trespass or public offense committed in or around the
Premises or the Building.
         B.   Rent Abatement.  Except as described in paragraph 13 (Damage or
Destruction), Rent will not abate in any of the circumstances described in
paragraph 22A.
    23.  HOLDING OVER.  If Tenant holds over after expiration of the Term with
the consent of Landlord, either express or implied, such holding over will
create only a month-to-month tenancy.  The month-to-month tenancy will be
subject to all the terms and conditions of the Lease, except that Tenant will
pay Landlord as monthly rent 110% of Rent in effect upon expiration of the
Term.
    24.  QUIET POSSESSION.  Upon paying the Rent and performing its other
obligation under the Lease, Tenant will have quiet possession of the Premises
throughout the Term.  Landlord warrants to Tenant that as of the commencement of
the Term, there will be no existing tenancies on the Premises.
    25.  RECOVERY OF EXPENSES.  In the event that any action is brought by
either party for enforcement of the Lease, the prevailing party will be entitled
to recover its expenses of enforcement including without limitation reasonable
attorney's fees.
    26.  NOTICES.  Any notice to be given to a party to the Lease will be in
writing and will be delivered to the party personally or mailed by first class
United States mail, postage prepaid, addressed to the party as follows:



<TABLE>
<CAPTION>

<S>                                                   <C>
LANDLORD:  PROFESSIONAL EXECUTIVE CENTER, INC.        TENANT:
    Attn:  Sarah L. Ragan, Financial Officer                       Feather River State Bank
    2140 Professional Drive, Suite 200                          ---------------------------------------
    Roseville, CA  95661                                           Real Estate Loan Production Dept.
                                                                ---------------------------------------
                                                                   1005 Stafford Way
                                                                ---------------------------------------
                                                                   Yuba City, CA  95991
                                                                ---------------------------------------

</TABLE>

Either party may designate a different address for notice purposes by sending
written notice to the other party.  Notices will be effective when received.
Any notice sent by firstclass mail will be deemed received seventy-two hours
after mailing.
    27.  WAIVER.  No waiver of any breach of any of the terms or conditions of
the Lease will be construed as a waiver of any succeeding breach of the same or
other terms or conditions hereof.  No waiver will be binding unless executed in
writing by the party making the waiver.
    28.  BINDING EFFECT.  Subject to the restrictions on assignment and
subletting, each of the terms and conditions of the Lease will be binding on and
will insure to the benefit of the heirs, successors and assigns of Landlord and
Tenant.
    29.  HEADINGS.  Paragraph titles of the Lease are included for convenient
reference only and will nave no affect on the Lease interpretation.
    30.  ENTIRE AGREEMENT.  The Lease constitutes the entire agreement between
the parties regarding the matters covered by the Lease, and there are no terms
or representations that are not expressed here in.
    31.  ESTOPPEL CERTIFICATE.  If no connection with any transaction
contemplated by Landlord, an offset statement is required from Tenant certifying
certain information in connection with the Lease, Tenant agrees to deliver such
offset statement within ten days after Tenant receives written request therefore
certifying all requested information that is in fact true.  In the event Tenant
fails to deliver such offset statement within the 10-day period, it will be
presumed that the Lease is in full force and effect, that Tenant has no defenses
or offsets against Landlord, and that the other information contained in the
requested statement is correct.
    32.  LANDLORD'S RIGHT TO SELL.  Landlord has the right to sell its interest
in the Building and assign its interest in the Lease without limitation;
provided that any sale will be subject to the Lease.  Upon any sale, Landlord
will automatically be relieved of any further obligation under the Lease.



<TABLE>
<CAPTION>

<S>                                                   <C>

CORPORATION: PROFESSIONAL EXECUTIVE CENTER, INC.      EXECUTIVE:     /s/ signature unreadable
                                                                  -------------------------------------
By:                                                                  Executive Vice President
    ----------------------------------                            -------------------------------------
            SARAH L. RAGAN
                                                                  -------------------------------------

</TABLE>

<PAGE>

                     EXECUTIVE SERVICES MONTH TO MONTH AGREEMENT

    This Agreement is made as of OCTOBER 1, 1996, by and between PROFESSIONAL
EXECUTIVE CENTER, INC., a California corporation ("Corporation") and FEATHER
RIVER STATE BANK, ("Executive"), who agree as follows:
    1.   BACKGROUND.  Concurrently with this Agreement, Corporation and
Executive have entered into a Lease Agreement (the "Lease") with respect to
space (the "Premises") within the office building at 2140 Professional Drive,
Suite 200, Roseville, California (the "Building").  On the terms and conditions
described in this Agreement, Corporation will provide certain services to
Executive and to the Premises in conjunction with Executive's use of the
Premises under the Lease.
    2.   TERM.  The term of this Agreement (the "Term") is from month to month
commencing on OCTOBER 1, 1996.  This Agreement will be terminated upon thirty
(30) days written notice.  The term will be concurrent with the term of the
Lease, and this Agreement will terminate on any termination of the Lease.
    3.   NORMAL BUSINESS HOURS.  Corporation will provide certain services
during "normal business hours."  For the purposes of this Agreement "normal
business hours" means Monday through Friday, 8 a.m. to 5 p.m., excluding
holidays.  At the beginning of each year, Corporation will provide Executive
with a schedule holidays to be observed by the Corporation.
    4.   BASIC SERVICE.  The following services will be provided to Executive
and to the Premises for the Basic Fee set forth in paragraph 6:
         A.   Receptionist service during normal business hours.
         B.   Telephone answering service during normal business hours as
         follows:
              N/A       (1)  Answering and taking messages when Executive is
         unavailable.
              N/A       (2)  Screening all calls and taking messages as
         requested by Executive.
         C.   2 hours per WEEK of conference room use.  Conference room use
         will be scheduled on a "first-come, firstserve" basis.  Conference
         room use scheduled but not used will be counted as conference room
         use if not canceled at least two hours before scheduled time.
         D.   Janitorial Service       I. Use of waiting areas for clients or
         customers.
         E.   Mail Distribution        J.   Use of kitchen/lounge area.
         F.   2 Keys to the Building   K.   Beverage Service to include coffee
         tea.
         G.   2 Keys to the Premises
         H.   Utilities to include electricity, heating, air-conditioning and
         ventilation.
    5.   ADDITIONAL SERVICES.  The following services will be provided to
Executive for the Additional Fees set forth in paragraph 6:
         A.   Secretarial services during normal business hours.
         B.   Word processing services during normal business hours.
         C.   Notary public services by appointment.
         D.   Package Handling.
         E.   Copy Machine use.
         F.   Telefax machine use.
         G.   Directory board listing.
         H.   N/A additional keys to the Building.
         I.   N/A additional keys to the Premises.
    6.   FEES.  Executive will pay to Corporate, without offset, deduction,
prior to notice or demand, the following:
         A.   Basic Fee.  The Basic Fee for the Services described in paragraph
4 is $235.00 per month.  There is an additional monthly fee of $N/A per
telephone for equipment rental and a one-time $N/A charge for installing
telephone lines with telephone system.
         B.   Additional Fees.  The Additional Fees for the services described
in paragraph 5 are set forth in the Fee Schedule attached as Schedule A.
         C.   Payment of Basic Fee.  The Basic Fee for the first month of this
Agreement is payable in advance upon execution of this Agreement.  Thereafter,
the Basic Fee is payable in advance on the first day of each calendar month
during the Term.  The Basic Fee for any partial month at the beginning or end of
the Term will be prorated on the basis of a 30-day month.
         D.   Payment of Additional Fees.  Corporation will bill Executive for
any Additional Fees incurred each month and Executive will pay such Additional
Fees within ten days after receiving such bill.
    7.   USE OF EQUIPMENT.  Some services to be provided by Corporation allow
Executive or Executive's employees to use equipment provided by Corporation.
Executive and Executive's employees will use the equipment only in accordance
with the instructions of Corporation and will promptly report any problems with
the equipment to Corporation.
    8.   LIMITATION OF LIABILITY.  As a part of the consideration to
Corporation for providing the services described in this Agreement, Executive
agrees that Corporation's liability for any claim by or damage to Executive or
any third party claiming through Executive with respect to services provided by
Corporation will be limited to the amounts paid by Executive for such services
and will not include consequential damage.
    9.   LATE CHARGE.  The parties agree that in the event Executive fails to
make any payment due under this Agreement within ten days of the due date, it
will be impracticable and extremely difficult to fix the actual damages to
Corporation.  Therefore, the parties agree that Executive will pay to
Corporation and additional amount equal to ten percent (10%) of the overdue
payment if the payment is not received within ten days of the due date.  These
late charges will be in addition to any other remedies available to Corporation
under this Agreement or by law.
    10.  DEFAULT AND REMEDIES.  If Executive is in default in the performance
of Executive's obligations under this Agreement or the Lease for more than ten
days, then, in addition to recovering damages from Executive and asserting any
other rights and remedies provided by this Agreement or by law, Corporation may
use all or any part of the Security Deposit under the Lease to compensate
Corporation for any loss or damage which Corporation may suffer as a result of
Executive's default, and Corporation has the option:
         A.   Terminate this Agreement and the Lease in the manner provided in
         the Lease; or
         B.   Terminate this Agreement and pursue any of Corporation's remedies
         under the Lease.
    11.  RECOVERY OF EXPENSES.  In the event that any action is brought by
either party for enforcement of this Agreement, the prevailing party shall be
entitled to recover its expenses of enforcement including without limitation
reasonable attorney's fees.
    12.  NOTICES.  Any notice to be given to a party to this Agreement shall be
in writing and shall be delivered to the party personally or mailed by first
class United States mail, postage prepaid, addressed to the party as follows:



<TABLE>
<CAPTION>

<S>                                                                  <C>

CORPORATION:  PROFESSIONAL EXECUTIVE CENTER, INC., EXECUTIVE            Feather River State Bank
    ATTN: Sarah Ragan                                                -------------------------------------
    2140 Professional Drive, Suite 200                                  Real Estate Loan Production Dept.
    Roseville, CA  95661                                             -------------------------------------
                                                                        1005 Stafford Way
                                                                     -------------------------------------
                                                                        Yuba City, CA  95991
                                                                     -------------------------------------

</TABLE>

    Either party may designate a different address for notice purposes by
sending written notice to the other party.  Notices shall be effective when
received.  Any notice sent by first-class mail shall be deemed received
seventy-two hours after mailing.
    13.  WAIVER.  No waiver of any breach of any of the terms or conditions of
this Agreement shall be construed as a waiver of any succeeding breach of the
same or other terms or conditions hereof.  No waiver shall be binding unless
executed in writing by the party making the waiver.
    14.  HEADINGS.  Paragraph titles of the Lease are included for convenient
reference only and shall have no effect on the Lease interpretation.
    15.  ENTIRE AGREEMENT.  The Lease constitutes the entire agreement between
the parties regarding the matters covered by the Lease, and there are no terms
or representations that are not expressed herein.


<TABLE>
<CAPTION>

<S>                                                                  <C>

CORPORATION: PROFESSIONAL EXECUTIVE CENTER, INC., EXECUTIVE
            a California Corporation                       --------------------------

            By                                             By  /s/ [illegible]
               -------------------------                      -----------------------------
              SARAH L. RAGAN, Manager                      By  Executive Vice President
                                                              -----------------------------

</TABLE>

<PAGE>

             RULES AND REGULATIONS OF PROFESSIONAL EXECUTIVE CENTER, INC.

         The Rules and Regulations described below apply to Tenants leasing
office space in the building located at 2140 Professional Drive, Roseville,
California (The "Building").  Professional Executive Center, Inc., ("Landlord")
reserves the right to rescind, altar or waive any Rule or Regulation at any time
by written notice to Tenant, if in the Landlord's judgement, it is in the best
interests of the Building and its Tenants.

         1.   SIGN AND ADVERTISING.  Tenant will not display any sign, name or
notice ("advertisement") on any part of the inside or outside of the Building
without Landlord's prior written consent, and Landlord has the right to remove
any such advertisement without notice to and at the expense of Tenant.  Without
Landlord's prior written consent, Tenant will not use the name of the Building
in connection with Tenant's business except as Tenant's business address.

         2.   INGRESS AND EGRESS.  Tenant will not obstruct the sidewalks,
hallways, passageways, entrances or exits or use them for any purpose other than
ingress and egress.  Landlord has the right to prevent access to the Building by
any person whose presence, in the Landlord's judgement, would prejudice the
safety, character, reputation or interest of the Building and its Tenants.

         3.   LOCKS.  Tenant will not altar any lock or bolt or install any new
locks or bolts in the Premises or the Building without the prior written consent
of Landlord.  All keys to offices, rooms and restrooms will be obtained from
Landlord, and Tenant will not duplicate or obtain keys without Landlord's
consent.  Upon termination of the tenancy, Tenant will return all keys to
Landlord.  If Tenant fails to return any key, Tenant will reimburse Landlord for
the cost of replacing they key or changing the locks opened by the key if
Landlord deems it advisable to make such change.

         4.   RESTROOMS.  Tenant will use the restrooms only for those purposes
for which they were constructed, and Tenant will not throw any kind of foreign
substance of any kind therein.  Tenant will pay the cost of any breakage,
stoppage or damage resulting from violation of this Rule.

         5.   ALTERATION.  Landlord will provide window coverings which will
not be removed or replaced.  Tenant will not do any of the following without
Landlord's prior written consent:  (a) lay linoleum or other floor coverings;
(b) mark on, place nails or screws in, or drill into walls, floors or ceilings;
(c) cut or string wires; or (d) deface Premises or the Building in any way.

         6.   FURNITURE AND EQUIPMENT.  Tenant will not bring any furniture or
equipment into the Building without Landlord's prior written consent, and all
moving of furniture and equipment will be done at the time and in the manner
that Landlord designates.  Any handtrucks use in the Building must be equipped
with rubber tires and side guards.  Tenant will not overload the floor, and
Landlord has the right to prescribe the weight, size and placement of all safes
and other heavy equipment.  If Landlord considers it advisable, all safes or
other heavy equipment will be placed on wood strips which will properly
distribute the weight.  Landlord is not responsible for loss of or damage to
Tenant's property from any cause.  Tenant is responsible for the cost of moving,
maintaining or repairing Tenant's property.

         7.   QUIET POSSESSION.  Tenant will not disturb the occupants of the
Building or neighboring buildings or persons having business with them whether
by the use of any musical instrument, radio, stereo or in any other way.  Tenant
will not solicit or canvas any other Tenant or any persons visiting the
Building.  Tenant will not use the Premises in any way which is offensive or
objectionable to Landlord or to other Tenant of the Building or neighboring
buildings.  Landlord has the right to exclude or expel any person who, in
Landlord's judgement, is under the influence of alcohol or drugs, or who
violates any of these Rules and Regulations.

         8.   ODORS; ANIMALS; BICYCLES.  Tenant will not keep or create any
noxious gas or inflammable substance on the premises.  Smoking allowed only in
the Courtyard area.  Tenant will not bring any animals, bicycles or vehicles
into the Premises or the Building.

         9.   COOKING; Portable Heaters and Fans.  Tenant will not keep any
food or cook or use small kitchen appliances except within the designated
kitchen area.  Tenant will not use or keep any portable heaters or fans on the
Premises.  Tenant will not use or keep any portable heaters or fans on the
Premises.

         10.  USE OF PREMISES.  Tenant will not use Premises for manufacturing
or for the storage of merchandise except as such storage may be incidental to
use of the Premises for general office purposes.  Tenant will not use any
portion of the Premises for the manufacture of sale of liquor, narcotics or
tobacco in any form, or as a medical, barber or manicure office.  Tenant will
not advertise for laborers giving any address in the Building.  Tenant will not
use Premises for lodging or sleeping or for any illegal purposes.

         11.  LOCATION OF FIXTURES.  The location of telephones, call boxes and
other equipment affixed to the Premises will be subject to the prior written
approval of Landlord.

         12.  SECURING BUILDING.  Before leaving the Building after normal
business hours, Tenant will ensure that the doors of the Premises and the
Building are closed and securely locked and that all water faucets and
electricity are shut off, so as to prevent waste or damage.  If tenant fails to
observe these Rules, Tenant will be responsible for any damage sustained by
Landlord or other Tenants.

         13.  FIRE AND SECURITY REGULATIONS.  Tenant will comply with all fire
and security regulations that may be issued from time to time by Landlord, and
Tenant will provide Landlord with the name of a designated responsible person to
represent Tenant in all matters pertaining to such fire or security regulations.

         14.  COMPLIANCE BY OTHERS.  Tenant will not permit any Tenant's
employees, agents or invitees to violate any of these Rules and Regulations, and
Tenant will cooperate to prevent Tenant's employees, agents and invitees from
doing so.  Tenant will be responsible for any damage resulting from violation of
any of these Rules and Regulations by Tenant's employees, agents and invitees.

         Tenant acknowledges receipt of a copy of these Rules and Regulations
on October 11, 1996

         TENANT    Feather River State Bank
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         By        /s/ signature unreadable
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         By        Executive Vice President
                  -----------------------------