COMMUNITY WEST BANCSHARES

                            INDEMNIFICATION AGREEMENT


     THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made as of the 20th day
of  December,  2001  by  and  between  Community  West  Bancshares, a California
corporation  (the  "Company"),  and  Steve  Haley  ("Indemnitee"), a director or
officer  of  the  Company  with  reference  to  the  following  facts:

     A.     The  Company  and  the  Indemnitee recognize that interpretations of
ambiguous  statutes,  regulations, court opinions, and the Company's Articles of
Incorporation  and  Bylaws,  are too uncertain to provide the Company's officers
and  directors  with  adequate  or  reliable  advance knowledge or guidance with
respect  to  the  legal risks and potential liabilities to which they may become
personally  exposed as a result of preforming their duties in good faith for the
Company;

     B.     The  Company  and the Indemnitee are aware of the substantial growth
in  the  number  of  lawsuits  filed against corporate officers and directors in
connection  with  their  activities  in  such  capacities and by reason of their
status  as  such;

     C.     The  Company and the Indemnitee recognize that the cost of defending
against  such  lawsuits,  whether  or  not  meritorious, is typically beyond the
financial  resources  of  most  officers  and  directors  of  the  Company;

     D.     The  Company  and  the  Indemnitee  recognize  that  legal risks and
potential  officer  or  director  liabilities,  or  the  threat thereof, and the
resultant  substantial  time  and  expense  endured  in  defending  against such
lawsuit,  bear  no reasonable logical relationship to the amount of compensation
received  by  the  Company's  officers  or  directors.  These  factors  pose  a
significant  deterrent  to,  and  induce  increased  reluctance  on the part of,
experienced  and  capable  individuals  to serve as officers or directors of the
Company;

     E.     The  Company  has  investigated  the  availability and deficiency of
liability  insurance  to  provide  its  officers  and  directors  with  adequate
protection  against  the  foregoing  legal risks and potential liabilities.  The
Company  has  concluded  that such insurance provides only limited protection to
its  officers and directors, and that it is in the best interests of the Company
and  its shareholders to contract with its officers and directors, including the
Indemnitee,  to  indemnify  them  to the fullest extent permitted by law against
personal  liability  for  actions  taken  in the good faith performance of their
duties  to  the  Company;

     F.     Section  317  of  the  General  Corporation  Law  of  the  State  of
California,  which  sets  forth  certain  provisions  relating  to mandatory and
permissive indemnification of officers and directors of a California corporation
by  such corporation, requires indemnification in certain circumstances, permits
it  in  other  circumstances,  and  prohibits  it  in  some  circumstances;


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     G.     The  Board  of  Directors  of  the Company has determined, after due
consideration  and  investigation  of  this  Agreement and various other options
available  in  lieu  hereof, that the following Agreement is reasonable, prudent
and  necessary  to  promote and ensure the best interests of the Company and its
shareholders  in that Agreement is intended to:  (1) induce and encourage highly
experienced  and  capable  persons  such  as the Indemnitee to serve as officers
and/or  directors of the Company; (2) encourage such persons to resist what they
consider unjustifiable suits and claims made against them in connection with the
good  faith performance of their duties to the Company, secure in knowledge that
certain  expenses,  costs  and  liabilities incurred by them in their defense of
such  litigation  will  be  borne  by the Company and that they will receive the
maximum  protection  against  such  risks and liabilities as legally may be made
available  to  them;  and (3) encourage officers and directors to exercise their
best  business  judgment  regarding  matters  which  come  before  the  Board of
Directors  without  undue  concern  for the risk that claims may be made against
them  on  account  thereof;  and

     H.     The  Company  desires to have the Indemnitee continue to serve as an
officer  or  director  of  the  Company  free  from  concern  for unpredictable,
inappropriate  or  unreasonable legal risk and personal liabilities by reason of
Indemnitee  acting  in good faith in the performance of Indemnitee's duty to the
Company.  The  Indemnitee desires to continue to serve as an officer or director
of  the  Company,  provided,  and on the express condition, that he is furnished
with  the  indemnity  set  forth  herein.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth  below  and  based  on  the  premises  set  forth  above,  the Company and
Indemnitee  do  hereby  agree  as  follows:

     1.     Definitions.  For  the  purposes  of  this  Agreement, the following
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definitions  shall  apply:

          (a)     The term "Agent" shall mean any person who is or was acting in
his\her  capacity  as a director or officer of the Company, or is or was serving
as a director, officer, employee or agent of any other enterprise at the request
of the Company, and whether or not Indemnitee is serving in any such capacity at
the  time  any  liability  or  expense  is incurred for which indemnification or
reimbursement  can  be  provided  under  this  Agreement.

          (b)     The  term  "Applicable  Standard" means that a person acted in
good  faith  and  in  a manner such person reasonably believed to be in the best
interests of the Company; except that in a criminal proceeding, such person must
also  have  had  no  reasonable  cause to believe that such person's conduct was
unlawful.  The  termination  of  any  Proceeding by judgment, order, settlement,
conviction  or  upon  a  plea of nolo contendere or its equivalent shall not, of
itself,  create  any presumption, or establish, that the person did not meet the
"Applicable  Standard."


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          (c)     The  term "Expenses" includes, without limitation, expenses of
investigations,  judicial or administrative proceedings or appeals, court costs,
attorneys'  fees  and  disbursements and any expenses of establishing a right to
indemnification  under  law  or Paragraph 7 of this Agreement.  "Expenses" shall
                                                                           -----
not  include  the  amount  of  any  judgment, fines or penalties actually levied
---  -------
against Indemnitee or amounts paid in settlement of a Proceeding by or on behalf
of  Indemnitee  without  court  approval.

          (d)     "Independent  Legal  Counsel"  shall  include  any  firm  of
attorneys  selected by lot by the regular outside counsel for the Company from a
list  of  firms  which  meet minimum size criteria and other reasonable criteria
established  by  the Board of Directors of the Company, so long as such firm has
not  represented  the Company, Indemnitee or any entity controlled by Indemnitee
within  the  preceding  24  calendar  months.

          (e)     References  to  "other  enterprise"  shall  include  employee
benefit  plans; references to "fines" shall include any excise tax assessed with
respect  to  any employee benefit plan; references to "serving at the request of
the  Company"  shall include any service as a director or officer of the Company
which  imposes duties on, or involves services by, such director or officer with
respect  to  an employee benefit plan, its participants, or beneficiaries; and a
person  who  acts in good faith and in a manner he/she reasonably believes to be
in  the  interest  of  the participants and beneficiaries of an employee benefit
plan  shall  be  deemed  to  have  acted  in  a  manner "not opposed to the best
interests  of  the  Company"  as  referred  to  in  this  Agreement.

          (f)     The term "Proceeding" shall include any threatened, pending or
completed action, suit or proceeding, whether brought in the name of the Company
or  otherwise  and whether of a civil, criminal, administrative or investigative
nature,  in  which  Indemnitee  may  be  or may have been involved as a party or
otherwise  (other  than as plaintiff against the Company), by reason of the fact
that  Indemnitee  is  or  was an Agent of the Company or by reason of any action
taken by Indemnitee or of any inaction on Indemnitee's part while acting as such
Agent.

     2.     Agreement to Serve.  Indemnitee agrees to serve or continue to serve
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as  a  director  and/or  officer of the Company at the will of the Company or in
accordance with the terms of any agreement with the Company, as the case may be,
for  so  long  as Indemnitee is duly elected or appointed, or until such time as
Indemnitee  tenders  Indemnitee's resignation in writing or Indemnitee's service
is  terminated.

     3.     Indemnity  in  Third Party Proceedings.  The Company shall indemnify
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Indemnitee if Indemnitee is made a party to or threatened to be made a party to,
or  otherwise  involved  in, any Proceeding (other than a Proceeding which is an
action by or in the right of the Company to procure a judgment in its favor), by
reason  of  the  fact  that  Indemnitee is or was an Agent of the Company.  This
indemnity  shall  apply, and be limited, to and against all Expenses, judgments,
fines,  penalties,  settlements,  and  other  amounts,  actually  and reasonably
incurred  by  Indemnitee  in  connection  with  the defense or settlement of the
Proceeding,  so  long  as  it  is  determined  pursuant  to  Paragraph 7 of this
Agreement  or by the court before which such action was brought, that Indemnitee
met  the  Applicable  Standard.


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     4.     Indemnity  in  Proceeding  By  or  In  the Name of the Company.  The
            --------------------------------------------------------------
Company  shall  indemnify  Indemnitee  if  Indemnitee  is  made  a  party to, or
threatened to be made a party to, or otherwise involved in, any Proceeding which
is  an  action  by  or  in the right of the Company to procure a judgment in its
favor  by  reason of the fact that Indemnitee is or was an Agent of the Company.
This indemnity shall apply, and be limited, to and against all Expenses actually
and  reasonably  incurred  by  Indemnitee  in  connection  with  the  defense or
settlement  of  such Proceeding, but only if:  (a) Indemnitee met the Applicable
Standard  (except  that  the Indemnitee's belief regarding the best interests of
the  Company  need  not  have  been reasonable);  (b) Indemnitee also acted in a
manner  Indemnitee  believed  to  be  in  the  best  interests  of the Company's
shareholders; and (c) the action is not settled or otherwise disposed of without
court  approval.  No  indemnification  shall  be  made under this Paragraph 4 in
respect  of  any  claim,  issue or matter as to which Indemnitee shall have been
adjudged to be liable to the Company in the performance of such person's duty or
the  Company,  unless,  and  only  to  the  extent that, the court in which such
proceeding  is  or was pending shall determine upon application that, in view of
all  the circumstances of the case, Indemnitee is fairly and reasonably entitled
to  indemnification  for  the  expenses  which  such  court  shall  determine.

     5.     Expenses  of  Successful  Indemnitee.  Notwithstanding  any  other
            ------------------------------------
provision of this Agreement, to the extent the Indemnitee has been successful on
the merits in defense of any Proceeding referred to in Paragraphs 3 or 4 hereof,
or  in defense of any claim, issue or matter therein, including the dismissal of
an  action or portion thereof without prejudice, Indemnitee shall be indemnified
against  all  Expenses actually and reasonably incurred in connection therewith.

     6.     Advances  of  Expenses.  The  Expenses incurred by Indemnitee in any
            ----------------------
Proceeding  shall  be  advanced by the Company prior to the final disposition of
such  proceeding  at  the  written request of Indemnitee, but only if Indemnitee
shall  undertake  to repay such advances if it is ultimately determined that the
Indemnitee is not entitled to indemnification as provided for in this Agreement.
Any  advance  required  hereunder  shall  be deemed to have been approved by the
Board  of Directors of the Company to the extent this Agreement was so approved.
In  determining  whether  or  not  to  make an advance hereunder, the ability of
Indemnitee  to repay shall not be a factor.  However, in a Proceeding brought by
the Company directly, in its own right  (as distinguished from an action brought
derivatively  or  by any receiver or trustee), the Company shall have discretion
whether  or  not  to  make  the  advances called for hereby if Independent Legal
Counsel  advises  in writing that the Company has probable cause to believe, and
the  Company does believe, that Indemnitee did not act in good faith with regard
to  the  subject  matter  of  the  Proceeding  or  a  material  portion thereof.

     7.     Right  of  Indemnitee to Indemnification Upon Application; Procedure
            --------------------------------------------------------------------
Upon  Application.  Any  advance  under  Paragraphs  5  and/or  6  hereof  or
-----------------
indemnification  shall  be made no later than 45 days after receipt of a written
request  of  Indemnitee  in  accordance  with Paragraph 11 hereof.  In all other
cases,  indemnification  shall  be made by the Company only if authorized in the
specific  case, upon a determination that indemnification of the Agent is proper


<PAGE>
under the circumstances and the terms of this Agreement by:  (a) a majority vote
of a quorum of the Board of Directors (or a duly constituted committee thereof),
consisting  of directors who are not parties to such Proceeding; (b) approval of
the shareholders (as defined in Section 153 of the California Corporations Code,
as  that  Section  reads  at  present),  with  the Indemnitee's shares not being
entitled  to  vote  thereon;  (c)  the  court in which such Proceeding is or was
pending  upon  application  made  by  the  Company, the Indemnitee or any person
rendering  services  in connection with Indemnitee's defense, whether or not the
Company  opposes  such  application;  or  (d) to the extent permitted by law, by
Independent  Legal  Counsel  in  a  written  opinion.

          The right to indemnification or advances as provided by this Agreement
shall  be enforceable by Indemnitee in any court of competent jurisdiction.  The
burden  of proving that indemnification or advances are not appropriate shall be
on  the  Company.  Neither  the  failure  of the Company (including its Board of
Directors,  Independent  Legal  Counsel,  or  its  shareholders)  to have made a
determination  prior  to the commencement of such action that indemnification or
advances  are  proper  in  the  circumstances  because  Indemnitee  has  met the
Applicable  Standard  of  Conduct,  nor  an  actual determination by the Company
(including  its Board of Directors or Independent Legal Counsel) that Indemnitee
has  not  met  such  Applicable  Standard  of Conduct, shall be a defense to the
action  or  create  a  presumption  that  Indemnitee  has not met the Applicable
Standard  of  Conduct.  Indemnitee's  Expenses  incurred  in  connection  with
successfully  establishing  Indemnitee's right to indemnification or advances in
any such Proceeding shall also be indemnified by the Company; provided, however,
that  if  Indemnitee  is  only partially successful in establishing Indemnitee's
right  to  indemnification  or  advances, only an equitably allocated portion of
such  Expenses,  as  determined  by  the  court,  shall  be  indemnified.

          If  Indemnitee  is  entitled  under any provision of this Agreement or
indemnification  by  the  Company,  for  some  or  a  portion  of  the Expenses,
judgments,  fines or penalties actually and reasonably incurred by Indemnitee in
the  investigation,  defense,  appeal  or  settlement of any Proceeding but not,
however,  for the total amount thereof, the Company shall nevertheless indemnify
Indemnitee  for the portion (determined on an equitable basis) of such Expenses,
judgments,  fines  or  penalties  to  which  Indemnitee  is  entitled.

     8.     Indemnification  Hereunder  Not  Exclusive.  The  indemnification
            ------------------------------------------
provided  by this Agreement shall not be deemed exclusive of any other rights to
which  Indemnitee  may  be  entitled  under  the  Articles of Incorporation, the
Bylaws,  any agreement, any vote of shareholders or disinterested directors, the
General  Corporation  Law  of  the State of California, or otherwise, both as to
action  in  Indemnitee's  official capacity and as to action in another capacity
while  holding  such  office.  The  indemnification  under  this Agreement shall
continue  as  to  Indemnitee  even  though  Indemnitee  may  have ceased to be a
director  or  officer  and  shall inure to the benefit of the heirs and personal
representatives  of  Indemnitee.

     9.     Limitations.  The  Company  shall not be liable under this Agreement
            -----------
to  make  any  payment in connection with any claim made against the Indemnitee:


<PAGE>
          (a)     for  which  payment is actually made to the Indemnitee under a
valid  and  collectible  insurance  policy,  provided, however, that the Company
shall remain liable for any payments required by this Agreement in excess of the
amount  of  payment  under  such  insurance;

          (b)     for  which  the  Indemnitee  is  indemnified  by  the  Company
otherwise  than  pursuant  to  this  Agreement;

          (c)     for an accounting of profits made from the purchase or sale by
the  Agent  of  securities of the Company within the meaning of Section 16(b) of
the Securities Exchange Act of 1934 and amendments thereto or similar provisions
of  any  state  statutory  law  or  common  law;

          (d)     for acts or omissions that involve intentional misconduct or a
knowing  and  culpable  violation  of  law;

          (e)     for  acts  or  omissions  that  the  Indemnitee believes to be
contrary  to  the  best  interests  of  the  Company or its shareholders or that
involve  the  absence  of  good  faith  on  the  part  of  the  Indemnitee;

          (f)     for  any  transaction  from  which  the  Indemnitee derived an
improper  personal  benefit;

          (g)     for  acts  or omissions that show a reckless disregard for the
Indemnitee's  duty  to the Company or its shareholders in circumstances in which
the  Indemnitee  was aware, or should have been aware, in the ordinary course of
performing  Indemnitee's  duties,  of a risk of serious injury to the Company or
its  shareholders;

          (h)     for  acts or omissions that constitute an unexcused pattern of
inattention  that  amounts  to  an  abdication  of  the Indemnitee's duty to the
Company  or  its  shareholders;

          (i)     under  Section 310 of the General Corporation Law of the State
of  California,  as  that  Section  reads  at  present;  or

          (j)     under  Section 316 of the General Corporation Law of the State
of  California,  as  that  Section  reads  at  present.

     10.     Savings  Clause.  If  this  Agreement  or  any  portion  hereof  is
             ---------------
invalidated  on  any  ground  by  any  court of competent jurisdiction, then the
Company shall nevertheless indemnify Indemnitee as to Expenses, judgments, fines
and penalties with respect to any Proceeding to the full extent permitted by any
applicable  portion  of  this  Agreement  by  any  other  applicable  law.

     11.     Notices.  Indemnitee  shall,  as  a  condition  precedent  to
             -------
Indemnitee's  right  to be indemnified under this Agreement, give to the Company
notice  in writing within thirty (30) days after Indemnitee becomes aware of any
claim  made  against  Indemnitee  for  which  Indemnitee  believes,  or  should
reasonably  believe,  indemnification  will  or  could  be  sought  under  this


<PAGE>
Agreement.  Notice  to  the  Company  shall  be  directed  to the Company's main
office,  Attention:  President  (or  such  other  address  as  the Company shall
designate in writing to Indemnitee).  Failure to so notify the Company shall not
relieve  the  Company of any liability which it may have to Indemnitee otherwise
than  under  this  Agreement.

          All  notices, requests, demands and other communications (collectively
"notices")  provided  for  under  this  Agreement shall be in writing (including
communications by telephone, or telecommunication facilities providing facsimile
transmission)  and  mailed  (postage  prepaid  and  return  receipt  requested),
telegraphed,  telexed,  transmitted  or  personally  served to each party at the
address  set  forth at the end of this Agreement or at such other address as any
party  affected  may  designate  in  a  written  notice  to the other parties in
compliance  with  this  section.  All  such  notices  shall  be  effective  when
received;  provided,  however,  receipt  shall be deemed to be effective  within
three  (3)  business days of any properly addressed notice having been deposited
in the mail, within twenty-four (24) hours from the time electronic transmission
was made, or upon actual receipt of electronic delivery, whichever occurs first.

          No  costs,  charges  or  expenses  for which indemnity shall be sought
hereunder  shall  be incurred without the Company's consent, which consent shall
not  be  unreasonably  withheld.

     12.     Choice of Law.  This Agreement shall be interpreted and enforced in
             -------------
accordance  with  the  laws  of  the  State  of California, including applicable
statutes  of  limitations  and  other  procedural  statutes.

     13.     Attorneys'  Fees.  If  any legal action is necessary to enforce the
             ----------------
terms  of  this Agreement, the prevailing party shall be entitled to recover, in
addition  to  the  amounts to which the prevailing party may be entitled, actual
attorneys'  fees  and  court  costs  as  may  be  awarded  by  the  court.

     14.     Amendments.  Provisions  of  this Agreement may be waived, altered,
             ----------
amended  or  repealed  in  whole  or  in part only by the written consent of all
parties.

     15.     Parties in Interest.  Nothing in this Agreement, whether express or
             -------------------
implied, is intended to confer any rights or remedies under or by reason of this
Agreement  to  any  persons  other  than  the parties to it and their respective
successors  and  assigns (including an estate of Indemnitee), nor is anything in
this  Agreement  intended to relieve or discharge the obligation or liability of
any  third  persons  to  any  party  hereto.  Furthermore,  no provision of this
Agreement  shall  give  any  third  persons  any  right of subrogation or action
against  any  party  hereto.

     16.     Severability.  If  any portion of this Agreement shall be deemed by
             ------------
a  court  of  competent jurisdiction to be unenforceable, the remaining portions
shall be valid and enforceable only if, after excluding the portion deemed to be
unenforceable,  the  remaining  terms  shall provide for the consummation of the
transaction  contemplated  herein in substantially the same manner as originally
set  forth  at  the  date  this  Agreement  was  executed.


<PAGE>
     17.     Successors and Assigns.  All terms and conditions of this Agreement
             ----------------------
shall  be  binding  upon and shall inure to the benefit of the parties and their
respective  transferees,  successors  and  assigns; provided, however, that this
Agreement and all rights, privileges, duties and obligations of the parties, may
not  be  assigned or delegated by any party without the prior written consent of
the  other  parties.

     18.     Counterparts.  This Agreement may be executed simultaneously in one
             ------------
or  more  counterparts,  each  of  which shall be deemed an original, but all of
which  together  shall  constitute  one  and  the  same  instrument.

     19.     Entire  Agreement.  Except  as provided in Paragraph 8 hereof, this
             -----------------
Agreement represents and contains the entire agreement and understanding between
and  among  the  parties, and all previous statements or understandings, whether
express  or  implied, oral or written, relating to the subject matter hereof are
fully  and  completely  extinguished  and  superseded  by  this Agreement.  This
Agreement  shall not be altered or varied except by a writing duly signed by all
of  the  parties.

     IN  WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date  first  above  written.

                              COMMUNITY  WEST  BANCSHARES
                              444  Pine  Avenue
                              Goleta,  California  93117



                              By:  ______________________________
                                   Michael  Alexander

                              Its:     Chairman  of  the  Board  of  Directors


"Indemnitee"


               ____________________________________
               Steve  Haley

Address:       ____________________________________

               ____________________________________


<PAGE>
                            COMMUNITY WEST BANCSHARES

                            INDEMNIFICATION AGREEMENT


     THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made as of the 20th day
of  December,  2001  by  and  between  Community  West  Bancshares, a California
corporation  (the  "Company"),  and  Lynda  Nahra  ("Indemnitee"), a director or
officer  of  the  Company  with  reference  to  the  following  facts:

     A.     The  Company  and  the  Indemnitee recognize that interpretations of
ambiguous  statutes,  regulations, court opinions, and the Company's Articles of
Incorporation  and  Bylaws,  are too uncertain to provide the Company's officers
and  directors  with  adequate  or  reliable  advance knowledge or guidance with
respect  to  the  legal risks and potential liabilities to which they may become
personally  exposed as a result of preforming their duties in good faith for the
Company;

     B.     The  Company  and the Indemnitee are aware of the substantial growth
in  the  number  of  lawsuits  filed against corporate officers and directors in
connection  with  their  activities  in  such  capacities and by reason of their
status  as  such;

     C.     The  Company and the Indemnitee recognize that the cost of defending
against  such  lawsuits,  whether  or  not  meritorious, is typically beyond the
financial  resources  of  most  officers  and  directors  of  the  Company;

     D.     The  Company  and  the  Indemnitee  recognize  that  legal risks and
potential  officer  or  director  liabilities,  or  the  threat thereof, and the
resultant  substantial  time  and  expense  endured  in  defending  against such
lawsuit,  bear  no reasonable logical relationship to the amount of compensation
received  by  the  Company's  officers  or  directors.  These  factors  pose  a
significant  deterrent  to,  and  induce  increased  reluctance  on the part of,
experienced  and  capable  individuals  to serve as officers or directors of the
Company;

     E.     The  Company  has  investigated  the  availability and deficiency of
liability  insurance  to  provide  its  officers  and  directors  with  adequate
protection  against  the  foregoing  legal risks and potential liabilities.  The
Company  has  concluded  that such insurance provides only limited protection to
its  officers and directors, and that it is in the best interests of the Company
and  its shareholders to contract with its officers and directors, including the
Indemnitee,  to  indemnify  them  to the fullest extent permitted by law against
personal  liability  for  actions  taken  in the good faith performance of their
duties  to  the  Company;

     F.     Section  317  of  the  General  Corporation  Law  of  the  State  of
California,  which  sets  forth  certain  provisions  relating  to mandatory and
permissive indemnification of officers and directors of a California corporation
by  such corporation, requires indemnification in certain circumstances, permits
it  in  other  circumstances,  and  prohibits  it  in  some  circumstances;


<PAGE>
     G.     The  Board  of  Directors  of  the Company has determined, after due
consideration  and  investigation  of  this  Agreement and various other options
available  in  lieu  hereof, that the following Agreement is reasonable, prudent
and  necessary  to  promote and ensure the best interests of the Company and its
shareholders  in that Agreement is intended to:  (1) induce and encourage highly
experienced  and  capable  persons  such  as the Indemnitee to serve as officers
and/or  directors of the Company; (2) encourage such persons to resist what they
consider unjustifiable suits and claims made against them in connection with the
good  faith performance of their duties to the Company, secure in knowledge that
certain  expenses,  costs  and  liabilities incurred by them in their defense of
such  litigation  will  be  borne  by the Company and that they will receive the
maximum  protection  against  such  risks and liabilities as legally may be made
available  to  them;  and (3) encourage officers and directors to exercise their
best  business  judgment  regarding  matters  which  come  before  the  Board of
Directors  without  undue  concern  for the risk that claims may be made against
them  on  account  thereof;  and

     H.     The  Company  desires to have the Indemnitee continue to serve as an
officer  or  director  of  the  Company  free  from  concern  for unpredictable,
inappropriate  or  unreasonable legal risk and personal liabilities by reason of
Indemnitee  acting  in good faith in the performance of Indemnitee's duty to the
Company.  The  Indemnitee desires to continue to serve as an officer or director
of  the  Company,  provided,  and on the express condition, that he is furnished
with  the  indemnity  set  forth  herein.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth  below  and  based  on  the  premises  set  forth  above,  the Company and
Indemnitee  do  hereby  agree  as  follows:

     1.     Definitions.  For  the  purposes  of  this  Agreement, the following
            -----------
definitions  shall  apply:

          (a)     The term "Agent" shall mean any person who is or was acting in
his\her  capacity  as a director or officer of the Company, or is or was serving
as a director, officer, employee or agent of any other enterprise at the request
of the Company, and whether or not Indemnitee is serving in any such capacity at
the  time  any  liability  or  expense  is incurred for which indemnification or
reimbursement  can  be  provided  under  this  Agreement.

          (b)     The  term  "Applicable  Standard" means that a person acted in
good  faith  and  in  a manner such person reasonably believed to be in the best
interests of the Company; except that in a criminal proceeding, such person must
also  have  had  no  reasonable  cause to believe that such person's conduct was
unlawful.  The  termination  of  any  Proceeding by judgment, order, settlement,
conviction  or  upon  a  plea of nolo contendere or its equivalent shall not, of
itself,  create  any presumption, or establish, that the person did not meet the
"Applicable  Standard."


<PAGE>
          (c)     The  term "Expenses" includes, without limitation, expenses of
investigations,  judicial or administrative proceedings or appeals, court costs,
attorneys'  fees  and  disbursements and any expenses of establishing a right to
indemnification  under  law  or Paragraph 7 of this Agreement.  "Expenses" shall
                                                                           -----
not  include  the  amount  of  any  judgment, fines or penalties actually levied
---  -------
against Indemnitee or amounts paid in settlement of a Proceeding by or on behalf
of  Indemnitee  without  court  approval.

          (d)     "Independent  Legal  Counsel"  shall  include  any  firm  of
attorneys  selected by lot by the regular outside counsel for the Company from a
list  of  firms  which  meet minimum size criteria and other reasonable criteria
established  by  the Board of Directors of the Company, so long as such firm has
not  represented  the Company, Indemnitee or any entity controlled by Indemnitee
within  the  preceding  24  calendar  months.

          (e)     References  to  "other  enterprise"  shall  include  employee
benefit  plans; references to "fines" shall include any excise tax assessed with
respect  to  any employee benefit plan; references to "serving at the request of
the  Company"  shall include any service as a director or officer of the Company
which  imposes duties on, or involves services by, such director or officer with
respect  to  an employee benefit plan, its participants, or beneficiaries; and a
person  who acts in good faith and in a manner Indemnitee reasonably believes to
be  in the interest of the participants and beneficiaries of an employee benefit
plan  shall  be  deemed  to  have  acted  in  a  manner "not opposed to the best
interests  of  the  Company"  as  referred  to  in  this  Agreement.

          (f)     The term "Proceeding" shall include any threatened, pending or
completed action, suit or proceeding, whether brought in the name of the Company
or  otherwise  and whether of a civil, criminal, administrative or investigative
nature,  in  which  Indemnitee  may  be  or may have been involved as a party or
otherwise  (other  than as plaintiff against the Company), by reason of the fact
that  Indemnitee  is  or  was an Agent of the Company or by reason of any action
taken by Indemnitee or of any inaction on Indemnitee's part while acting as such
Agent.

     2.     Agreement to Serve.  Indemnitee agrees to serve or continue to serve
            ------------------
as  a  director  and/or  officer of the Company at the will of the Company or in
accordance with the terms of any agreement with the Company, as the case may be,
for  so  long  as Indemnitee is duly elected or appointed, or until such time as
Indemnitee  tenders  Indemnitee's resignation in writing or Indemnitee's service
is  terminated.

     3.     Indemnity  in  Third Party Proceedings.  The Company shall indemnify
            --------------------------------------
Indemnitee if Indemnitee is made a party to or threatened to be made a party to,
or  otherwise  involved  in, any Proceeding (other than a Proceeding which is an
action by or in the right of the Company to procure a judgment in its favor), by
reason  of  the  fact  that  Indemnitee is or was an Agent of the Company.  This
indemnity  shall  apply, and be limited, to and against all Expenses, judgments,
fines,  penalties,  settlements,  and  other  amounts,  actually  and reasonably
incurred  by  Indemnitee  in  connection  with  the defense or settlement of the
Proceeding,  so  long  as  it  is  determined  pursuant  to  Paragraph 7 of this
Agreement  or by the court before which such action was brought, that Indemnitee
met  the  Applicable  Standard.


<PAGE>
     4.     Indemnity  in  Proceeding  By  or  In  the Name of the Company.  The
            --------------------------------------------------------------
Company  shall  indemnify  Indemnitee  if  Indemnitee  is  made  a  party to, or
threatened to be made a party to, or otherwise involved in, any Proceeding which
is  an  action  by  or  in the right of the Company to procure a judgment in its
favor  by  reason of the fact that Indemnitee is or was an Agent of the Company.
This indemnity shall apply, and be limited, to and against all Expenses actually
and  reasonably  incurred  by  Indemnitee  in  connection  with  the  defense or
settlement  of  such Proceeding, but only if:  (a) Indemnitee met the Applicable
Standard  (except  that  the Indemnitee's belief regarding the best interests of
the  Company  need  not  have  been reasonable);  (b) Indemnitee also acted in a
manner  Indemnitee  believed  to  be  in  the  best  interests  of the Company's
shareholders; and (c) the action is not settled or otherwise disposed of without
court  approval.  No  indemnification  shall  be  made under this Paragraph 4 in
respect  of  any  claim,  issue or matter as to which Indemnitee shall have been
adjudged to be liable to the Company in the performance of such person's duty or
the  Company,  unless,  and  only  to  the  extent that, the court in which such
proceeding  is  or was pending shall determine upon application that, in view of
all  the circumstances of the case, Indemnitee is fairly and reasonably entitled
to  indemnification  for  the  expenses  which  such  court  shall  determine.

     5.     Expenses  of  Successful  Indemnitee.  Notwithstanding  any  other
            ------------------------------------
provision of this Agreement, to the extent the Indemnitee has been successful on
the merits in defense of any Proceeding referred to in Paragraphs 3 or 4 hereof,
or  in defense of any claim, issue or matter therein, including the dismissal of
an  action or portion thereof without prejudice, Indemnitee shall be indemnified
against  all  Expenses actually and reasonably incurred in connection therewith.

     6.     Advances  of  Expenses.  The  Expenses incurred by Indemnitee in any
            ----------------------
Proceeding  shall  be  advanced by the Company prior to the final disposition of
such  proceeding  at  the  written request of Indemnitee, but only if Indemnitee
shall  undertake  to repay such advances if it is ultimately determined that the
Indemnitee is not entitled to indemnification as provided for in this Agreement.
Any  advance  required  hereunder  shall  be deemed to have been approved by the
Board  of Directors of the Company to the extent this Agreement was so approved.
In  determining  whether  or  not  to  make an advance hereunder, the ability of
Indemnitee  to repay shall not be a factor.  However, in a Proceeding brought by
the Company directly, in its own right  (as distinguished from an action brought
derivatively  or  by any receiver or trustee), the Company shall have discretion
whether  or  not  to  make  the  advances called for hereby if Independent Legal
Counsel  advises  in writing that the Company has probable cause to believe, and
the  Company does believe, that Indemnitee did not act in good faith with regard
to  the  subject  matter  of  the  Proceeding  or  a  material  portion thereof.

     7.     Right  of  Indemnitee to Indemnification Upon Application; Procedure
            --------------------------------------------------------------------
Upon  Application.  Any  advance  under  Paragraphs  5  and/or  6  hereof  or
-----------------
indemnification  shall  be made no later than 45 days after receipt of a written
request  of  Indemnitee  in  accordance  with Paragraph 11 hereof.  In all other
cases,  indemnification  shall  be made by the Company only if authorized in the
specific  case, upon a determination that indemnification of the Agent is proper


<PAGE>
under the circumstances and the terms of this Agreement by:  (a) a majority vote
of a quorum of the Board of Directors (or a duly constituted committee thereof),
consisting  of directors who are not parties to such Proceeding; (b) approval of
the shareholders (as defined in Section 153 of the California Corporations Code,
as  that  Section  reads  at  present),  with  the Indemnitee's shares not being
entitled  to  vote  thereon;  (c)  the  court in which such Proceeding is or was
pending  upon  application  made  by  the  Company, the Indemnitee or any person
rendering  services  in connection with Indemnitee's defense, whether or not the
Company  opposes  such  application;  or  (d) to the extent permitted by law, by
Independent  Legal  Counsel  in  a  written  opinion.

          The right to indemnification or advances as provided by this Agreement
shall  be enforceable by Indemnitee in any court of competent jurisdiction.  The
burden  of proving that indemnification or advances are not appropriate shall be
on  the  Company.  Neither  the  failure  of the Company (including its Board of
Directors,  Independent  Legal  Counsel,  or  its  shareholders)  to have made a
determination  prior  to the commencement of such action that indemnification or
advances  are  proper  in  the  circumstances  because  Indemnitee  has  met the
Applicable  Standard  of  Conduct,  nor  an  actual determination by the Company
(including  its Board of Directors or Independent Legal Counsel) that Indemnitee
has  not  met  such  Applicable  Standard  of Conduct, shall be a defense to the
action  or  create  a  presumption  that  Indemnitee  has not met the Applicable
Standard  of  Conduct.  Indemnitee's  Expenses  incurred  in  connection  with
successfully  establishing  Indemnitee's right to indemnification or advances in
any such Proceeding shall also be indemnified by the Company; provided, however,
that  if  Indemnitee  is  only partially successful in establishing Indemnitee's
right  to  indemnification  or  advances, only an equitably allocated portion of
such  Expenses,  as  determined  by  the  court,  shall  be  indemnified.

          If  Indemnitee  is  entitled  under any provision of this Agreement or
indemnification  by  the  Company,  for  some  or  a  portion  of  the Expenses,
judgments,  fines or penalties actually and reasonably incurred by Indemnitee in
the  investigation,  defense,  appeal  or  settlement of any Proceeding but not,
however,  for the total amount thereof, the Company shall nevertheless indemnify
Indemnitee  for the portion (determined on an equitable basis) of such Expenses,
judgments,  fines  or  penalties  to  which  Indemnitee  is  entitled.

     8.     Indemnification  Hereunder  Not  Exclusive.  The  indemnification
            ------------------------------------------
provided  by this Agreement shall not be deemed exclusive of any other rights to
which  Indemnitee  may  be  entitled  under  the  Articles of Incorporation, the
Bylaws,  any agreement, any vote of shareholders or disinterested directors, the
General  Corporation  Law  of  the State of California, or otherwise, both as to
action  in  Indemnitee's  official capacity and as to action in another capacity
while  holding  such  office.  The  indemnification  under  this Agreement shall
continue  as  to  Indemnitee  even  though  Indemnitee  may  have ceased to be a
director  or  officer  and  shall inure to the benefit of the heirs and personal
representatives  of  Indemnitee.

     9.     Limitations.  The  Company  shall not be liable under this Agreement
            -----------
to  make  any  payment in connection with any claim made against the Indemnitee:


<PAGE>
          (a)     for  which  payment is actually made to the Indemnitee under a
valid  and  collectible  insurance  policy,  provided, however, that the Company
shall remain liable for any payments required by this Agreement in excess of the
amount  of  payment  under  such  insurance;

          (b)     for  which  the  Indemnitee  is  indemnified  by  the  Company
otherwise  than  pursuant  to  this  Agreement;

          (c)     for an accounting of profits made from the purchase or sale by
the  Agent  of  securities of the Company within the meaning of Section 16(b) of
the Securities Exchange Act of 1934 and amendments thereto or similar provisions
of  any  state  statutory  law  or  common  law;

          (d)     for acts or omissions that involve intentional misconduct or a
knowing  and  culpable  violation  of  law;

          (e)     for  acts  or  omissions  that  the  Indemnitee believes to be
contrary  to  the  best  interests  of  the  Company or its shareholders or that
involve  the  absence  of  good  faith  on  the  part  of  the  Indemnitee;

          (f)     for  any  transaction  from  which  the  Indemnitee derived an
improper  personal  benefit;

          (g)     for  acts  or omissions that show a reckless disregard for the
Indemnitee's  duty  to the Company or its shareholders in circumstances in which
the  Indemnitee  was aware, or should have been aware, in the ordinary course of
performing  Indemnitee's  duties,  of a risk of serious injury to the Company or
its  shareholders;

          (h)     for  acts or omissions that constitute an unexcused pattern of
inattention  that  amounts  to  an  abdication  of  the Indemnitee's duty to the
Company  or  its  shareholders;

          (i)     under  Section 310 of the General Corporation Law of the State
of  California,  as  that  Section  reads  at  present;  or

          (j)     under  Section 316 of the General Corporation Law of the State
of  California,  as  that  Section  reads  at  present.

     10.     Savings  Clause.  If  this  Agreement  or  any  portion  hereof  is
             ---------------
invalidated  on  any  ground  by  any  court of competent jurisdiction, then the
Company shall nevertheless indemnify Indemnitee as to Expenses, judgments, fines
and penalties with respect to any Proceeding to the full extent permitted by any
applicable  portion  of  this  Agreement  by  any  other  applicable  law.

     11.     Notices.  Indemnitee  shall,  as  a  condition  precedent  to
             -------
Indemnitee's  right  to be indemnified under this Agreement, give to the Company
notice  in writing within thirty (30) days after Indemnitee becomes aware of any
claim  made  against  Indemnitee  for  which  Indemnitee  believes,  or  should
reasonably  believe,  indemnification  will  or  could  be  sought  under  this


<PAGE>
Agreement.  Notice  to  the  Company  shall  be  directed  to the Company's main
office,  Attention:  President  (or  such  other  address  as  the Company shall
designate in writing to Indemnitee).  Failure to so notify the Company shall not
relieve  the  Company of any liability which it may have to Indemnitee otherwise
than  under  this  Agreement.

          All  notices, requests, demands and other communications (collectively
"notices")  provided  for  under  this  Agreement shall be in writing (including
communications by telephone, or telecommunication facilities providing facsimile
transmission)  and  mailed  (postage  prepaid  and  return  receipt  requested),
telegraphed,  telexed,  transmitted  or  personally  served to each party at the
address  set  forth at the end of this Agreement or at such other address as any
party  affected  may  designate  in  a  written  notice  to the other parties in
compliance  with  this  section.  All  such  notices  shall  be  effective  when
received;  provided,  however,  receipt  shall be deemed to be effective  within
three  (3)  business days of any properly addressed notice having been deposited
in the mail, within twenty-four (24) hours from the time electronic transmission
was made, or upon actual receipt of electronic delivery, whichever occurs first.

          No  costs,  charges  or  expenses  for which indemnity shall be sought
hereunder  shall  be incurred without the Company's consent, which consent shall
not  be  unreasonably  withheld.

     12.     Choice of Law.  This Agreement shall be interpreted and enforced in
             -------------
accordance  with  the  laws  of  the  State  of California, including applicable
statutes  of  limitations  and  other  procedural  statutes.

     13.     Attorneys'  Fees.  If  any legal action is necessary to enforce the
             ----------------
terms  of  this Agreement, the prevailing party shall be entitled to recover, in
addition  to  the  amounts to which the prevailing party may be entitled, actual
attorneys'  fees  and  court  costs  as  may  be  awarded  by  the  court.

     14.     Amendments.  Provisions  of  this Agreement may be waived, altered,
             ----------
amended  or  repealed  in  whole  or  in part only by the written consent of all
parties.

     15.     Parties in Interest.  Nothing in this Agreement, whether express or
             -------------------
implied, is intended to confer any rights or remedies under or by reason of this
Agreement  to  any  persons  other  than  the parties to it and their respective
successors  and  assigns (including an estate of Indemnitee), nor is anything in
this  Agreement  intended to relieve or discharge the obligation or liability of
any  third  persons  to  any  party  hereto.  Furthermore,  no provision of this
Agreement  shall  give  any  third  persons  any  right of subrogation or action
against  any  party  hereto.

     16.     Severability.  If  any portion of this Agreement shall be deemed by
             ------------
a  court  of  competent jurisdiction to be unenforceable, the remaining portions
shall be valid and enforceable only if, after excluding the portion deemed to be
unenforceable,  the  remaining  terms  shall provide for the consummation of the
transaction  contemplated  herein in substantially the same manner as originally
set  forth  at  the  date  this  Agreement  was  executed.


<PAGE>
     17.     Successors and Assigns.  All terms and conditions of this Agreement
             ----------------------
shall  be  binding  upon and shall inure to the benefit of the parties and their
respective  transferees,  successors  and  assigns; provided, however, that this
Agreement and all rights, privileges, duties and obligations of the parties, may
not  be  assigned or delegated by any party without the prior written consent of
the  other  parties.

     18.     Counterparts.  This Agreement may be executed simultaneously in one
             ------------
or  more  counterparts,  each  of  which shall be deemed an original, but all of
which  together  shall  constitute  one  and  the  same  instrument.

     19.     Entire  Agreement.  Except  as provided in Paragraph 8 hereof, this
             -----------------
Agreement represents and contains the entire agreement and understanding between
and  among  the  parties, and all previous statements or understandings, whether
express  or  implied, oral or written, relating to the subject matter hereof are
fully  and  completely  extinguished  and  superseded  by  this Agreement.  This
Agreement  shall not be altered or varied except by a writing duly signed by all
of  the  parties.

     IN  WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date  first  above  written.

                              COMMUNITY  WEST  BANCSHARES
                              444  Pine  Avenue
                              Goleta,  California  93117



                              By:  ______________________________
                                   Michael  Alexander

                              Its: Chairman  of  the  Board  of  Directors


"Indemnitee"


          ____________________________________
               Lynda  Nahra

Address:  ____________________________________

          ____________________________________


<PAGE>
                            COMMUNITY WEST BANCSHARES

                            INDEMNIFICATION AGREEMENT


     THIS  INDEMNIFICATION AGREEMENT (the "Agreement") is made as of the 1st day
of  April,  2002  by  and  between  Community  West  Bancshares,  a  California
corporation  (the  "Company"), and Philip E. Guldeman ("Indemnitee"), a director
or  officer  of  the  Company  with  reference  to  the  following  facts:

     A.     The  Company  and  the  Indemnitee recognize that interpretations of
ambiguous  statutes,  regulations, court opinions, and the Company's Articles of
Incorporation  and  Bylaws,  are too uncertain to provide the Company's officers
and  directors  with  adequate  or  reliable  advance knowledge or guidance with
respect  to  the  legal risks and potential liabilities to which they may become
personally  exposed as a result of preforming their duties in good faith for the
Company;

     B.     The  Company  and the Indemnitee are aware of the substantial growth
in  the  number  of  lawsuits  filed against corporate officers and directors in
connection  with  their  activities  in  such  capacities and by reason of their
status  as  such;

     C.     The  Company and the Indemnitee recognize that the cost of defending
against  such  lawsuits,  whether  or  not  meritorious, is typically beyond the
financial  resources  of  most  officers  and  directors  of  the  Company;

     D.     The  Company  and  the  Indemnitee  recognize  that  legal risks and
potential  officer  or  director  liabilities,  or  the  threat thereof, and the
resultant  substantial  time  and  expense  endured  in  defending  against such
lawsuit,  bear  no reasonable logical relationship to the amount of compensation
received  by  the  Company's  officers  or  directors.  These  factors  pose  a
significant  deterrent  to,  and  induce  increased  reluctance  on the part of,
experienced  and  capable  individuals  to serve as officers or directors of the
Company;

     E.     The  Company  has  investigated  the  availability and deficiency of
liability  insurance  to  provide  its  officers  and  directors  with  adequate
protection  against  the  foregoing  legal risks and potential liabilities.  The
Company  has  concluded  that such insurance provides only limited protection to
its  officers and directors, and that it is in the best interests of the Company
and  its shareholders to contract with its officers and directors, including the
Indemnitee,  to  indemnify  them  to the fullest extent permitted by law against
personal  liability  for  actions  taken  in the good faith performance of their
duties  to  the  Company;

     F.     Section  317  of  the  General  Corporation  Law  of  the  State  of
California,  which  sets  forth  certain  provisions  relating  to mandatory and
permissive indemnification of officers and directors of a California corporation
by  such corporation, requires indemnification in certain circumstances, permits
it  in  other  circumstances,  and  prohibits  it  in  some  circumstances;


<PAGE>
     G.     The  Board  of  Directors  of  the Company has determined, after due
consideration  and  investigation  of  this  Agreement and various other options
available  in  lieu  hereof, that the following Agreement is reasonable, prudent
and  necessary  to  promote and ensure the best interests of the Company and its
shareholders  in that Agreement is intended to:  (1) induce and encourage highly
experienced  and  capable  persons  such  as the Indemnitee to serve as officers
and/or  directors of the Company; (2) encourage such persons to resist what they
consider unjustifiable suits and claims made against them in connection with the
good  faith performance of their duties to the Company, secure in knowledge that
certain  expenses,  costs  and  liabilities incurred by them in their defense of
such  litigation  will  be  borne  by the Company and that they will receive the
maximum  protection  against  such  risks and liabilities as legally may be made
available  to  them;  and (3) encourage officers and directors to exercise their
best  business  judgment  regarding  matters  which  come  before  the  Board of
Directors  without  undue  concern  for the risk that claims may be made against
them  on  account  thereof;  and

     H.     The  Company  desires to have the Indemnitee continue to serve as an
officer  or  director  of  the  Company  free  from  concern  for unpredictable,
inappropriate  or  unreasonable legal risk and personal liabilities by reason of
Indemnitee  acting  in good faith in the performance of Indemnitee's duty to the
Company.  The  Indemnitee desires to continue to serve as an officer or director
of  the  Company,  provided,  and on the express condition, that he is furnished
with  the  indemnity  set  forth  herein.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth  below  and  based  on  the  premises  set  forth  above,  the Company and
Indemnitee  do  hereby  agree  as  follows:

     1.     Definitions.  For the purposes of this Agreement, the following
            -----------
definitions shall apply:

          (a)     The term "Agent" shall mean any person who is or was acting in
his\her capacity as a director or officer of the Company, or is or was serving
as a director, officer, employee or agent of any other enterprise at the request
of the Company, and whether or not Indemnitee is serving in any such capacity at
the time any liability or expense is incurred for which indemnification or
reimbursement can be provided under this Agreement.

          (b)     The term "Applicable Standard" means that a person acted in
good faith and in a manner such person reasonably believed to be in the best
interests of the Company; except that in a criminal proceeding, such person must
also have had no reasonable cause to believe that such person's conduct was
unlawful.  The termination of any Proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create any presumption, or establish, that the person did not meet the
"Applicable Standard."


<PAGE>
          (c)     The term "Expenses" includes, without limitation, expenses of
investigations, judicial or administrative proceedings or appeals, court costs,
attorneys' fees and disbursements and any expenses of establishing a right to
indemnification under law or Paragraph 7 of this Agreement.  "Expenses" shall
                                                                        -----
not include the amount of any judgment, fines or penalties actually levied
--- -------
against Indemnitee or amounts paid in settlement of a Proceeding by or on behalf
of Indemnitee without court approval.

          (d)     "Independent Legal Counsel" shall include any firm of
attorneys selected by lot by the regular outside counsel for the Company from a
list of firms which meet minimum size criteria and other reasonable criteria
established by the Board of Directors of the Company, so long as such firm has
not represented the Company, Indemnitee or any entity controlled by Indemnitee
within the preceding 24 calendar months.

          (e)     References to "other enterprise" shall include employee
benefit plans; references to "fines" shall include any excise tax assessed with
respect to any employee benefit plan; references to "serving at the request of
the Company" shall include any service as a director or officer of the Company
which imposes duties on, or involves services by, such director or officer with
respect to an employee benefit plan, its participants, or beneficiaries; and a
person who acts in good faith and in a manner he/she reasonably believes to be
in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Company" as referred to in this Agreement.

          (f)     The term "Proceeding" shall include any threatened, pending or
completed action, suit or proceeding, whether brought in the name of the Company
or otherwise and whether of a civil, criminal, administrative or investigative
nature, in which Indemnitee may be or may have been involved as a party or
otherwise (other than as plaintiff against the Company), by reason of the fact
that Indemnitee is or was an Agent of the Company or by reason of any action
taken by Indemnitee or of any inaction on Indemnitee's part while acting as such
Agent.

     2.     Agreement to Serve.  Indemnitee agrees to serve or continue to serve
            ------------------
as a director and/or officer of the Company at the will of the Company or in
accordance with the terms of any agreement with the Company, as the case may be,
for so long as Indemnitee is duly elected or appointed, or until such time as
Indemnitee tenders Indemnitee's resignation in writing or Indemnitee's service
is terminated.

     3.     Indemnity in Third Party Proceedings.  The Company shall indemnify
            ------------------------------------
Indemnitee if Indemnitee is made a party to or threatened to be made a party to,
or otherwise involved in, any Proceeding (other than a Proceeding which is an
action by or in the right of the Company to procure a judgment in its favor), by
reason of the fact that Indemnitee is or was an Agent of the Company.  This
indemnity shall apply, and be limited, to and against all Expenses, judgments,
fines, penalties, settlements, and other amounts, actually and reasonably
incurred by Indemnitee in connection with the defense or settlement of the
Proceeding, so long as it is determined pursuant to Paragraph 7 of this
Agreement or by the court before which such action was brought, that Indemnitee
met the Applicable Standard.


<PAGE>
     4.     Indemnity in Proceeding By or In the Name of the Company.  The
            --------------------------------------------------------
Company shall indemnify Indemnitee if Indemnitee is made a party to, or
threatened to be made a party to, or otherwise involved in, any Proceeding which
is an action by or in the right of the Company to procure a judgment in its
favor by reason of the fact that Indemnitee is or was an Agent of the Company.
This indemnity shall apply, and be limited, to and against all Expenses actually
and reasonably incurred by Indemnitee in connection with the defense or
settlement of such Proceeding, but only if:  (a) Indemnitee met the Applicable
Standard (except that the Indemnitee's belief regarding the best interests of
the Company need not have been reasonable);  (b) Indemnitee also acted in a
manner Indemnitee  believed to be in the best interests of the Company's
shareholders; and (c) the action is not settled or otherwise disposed of without
court approval.  No indemnification shall be made under this Paragraph 4 in
respect of any claim, issue or matter as to which Indemnitee shall have been
adjudged to be liable to the Company in the performance of such person's duty or
the Company, unless, and only to the extent that, the court in which such
proceeding is or was pending shall determine upon application that, in view of
all the circumstances of the case, Indemnitee is fairly and reasonably entitled
to indemnification for the expenses which such court shall determine.

     5.     Expenses of Successful Indemnitee.  Notwithstanding any other
            ---------------------------------
provision of this Agreement, to the extent the Indemnitee has been successful on
the merits in defense of any Proceeding referred to in Paragraphs 3 or 4 hereof,
or in defense of any claim, issue or matter therein, including the dismissal of
an action or portion thereof without prejudice, Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred in connection therewith.

     6.     Advances of Expenses.  The Expenses incurred by Indemnitee in any
            --------------------
Proceeding shall be advanced by the Company prior to the final disposition of
such proceeding at the written request of Indemnitee, but only if Indemnitee
shall undertake to repay such advances if it is ultimately determined that the
Indemnitee is not entitled to indemnification as provided for in this Agreement.
Any advance required hereunder shall be deemed to have been approved by the
Board of Directors of the Company to the extent this Agreement was so approved.
In determining whether or not to make an advance hereunder, the ability of
Indemnitee to repay shall not be a factor.  However, in a Proceeding brought by
the Company directly, in its own right  (as distinguished from an action brought
derivatively or by any receiver or trustee), the Company shall have discretion
whether or not to make the advances called for hereby if Independent Legal
Counsel advises in writing that the Company has probable cause to believe, and
the Company does believe, that Indemnitee did not act in good faith with regard
to the subject matter of the Proceeding or a material portion thereof.

     7.     Right of Indemnitee to Indemnification Upon Application; Procedure
            ------------------------------------------------------------------
Upon Application.  Any advance under Paragraphs 5 and/or 6 hereof or
 ---------------
indemnification shall be made no later than 45 days after receipt of a written
request of Indemnitee in accordance with Paragraph 11 hereof.  In all other
cases, indemnification shall be made by the Company only if authorized in the
specific case, upon a determination that indemnification of the Agent is proper


<PAGE>
under the circumstances and the terms of this Agreement by:  (a) a majority vote
of a quorum of the Board of Directors (or a duly constituted committee thereof),
consisting of directors who are not parties to such Proceeding; (b) approval of
the shareholders (as defined in Section 153 of the California Corporations Code,
as that Section reads at present), with the Indemnitee's shares not being
entitled to vote thereon; (c) the court in which such Proceeding is or was
pending upon application made by the Company, the Indemnitee or any person
rendering services in connection with Indemnitee's defense, whether or not the
Company opposes such application; or (d) to the extent permitted by law, by
Independent Legal Counsel in a written opinion.

          The right to indemnification or advances as provided by this Agreement
shall be enforceable by Indemnitee in any court of competent jurisdiction.  The
burden of proving that indemnification or advances are not appropriate shall be
on the Company.  Neither the failure of the Company (including its Board of
Directors, Independent Legal Counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification or
advances are proper in the circumstances because Indemnitee has met the
Applicable Standard of Conduct, nor an actual determination by the Company
(including its Board of Directors or Independent Legal Counsel) that Indemnitee
has not met such Applicable Standard of Conduct, shall be a defense to the
action or create a presumption that Indemnitee has not met the Applicable
Standard of Conduct.  Indemnitee's Expenses incurred in connection with
successfully establishing Indemnitee's right to indemnification or advances in
any such Proceeding shall also be indemnified by the Company; provided, however,
that if Indemnitee is only partially successful in establishing Indemnitee's
right to indemnification or advances, only an equitably allocated portion of
such Expenses, as determined by the court, shall be indemnified.

          If Indemnitee is entitled under any provision of this Agreement or
indemnification by the Company, for some or a portion of the Expenses,
judgments, fines or penalties actually and reasonably incurred by Indemnitee in
the investigation, defense, appeal or settlement of any Proceeding but not,
however, for the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion (determined on an equitable basis) of such Expenses,
judgments, fines or penalties to which Indemnitee is entitled.

     8.     Indemnification Hereunder Not Exclusive.  The indemnification
            ---------------------------------------
provided by this Agreement shall not be deemed exclusive of any other rights to
which Indemnitee may be entitled under the Articles of Incorporation, the
Bylaws, any agreement, any vote of shareholders or disinterested directors, the
General Corporation Law of the State of California, or otherwise, both as to
action in Indemnitee's official capacity and as to action in another capacity
while holding such office.  The indemnification under this Agreement shall
continue as to Indemnitee even though Indemnitee may have ceased to be a
director or officer and shall inure to the benefit of the heirs and personal
representatives of Indemnitee.

     9.     Limitations.  The Company shall not be liable under this Agreement
            -----------
to make any payment in connection with any claim made against the Indemnitee:


<PAGE>
          (a)     for which payment is actually made to the Indemnitee under a
valid and collectible insurance policy, provided, however, that the Company
shall remain liable for any payments required by this Agreement in excess of the
amount of payment under such insurance;

          (b)     for which the Indemnitee is indemnified by the Company
otherwise than pursuant to this Agreement;

          (c)     for an accounting of profits made from the purchase or sale by
the Agent of securities of the Company within the meaning of Section 16(b) of
the Securities Exchange Act of 1934 and amendments thereto or similar provisions
of any state statutory law or common law;

          (d)     for acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law;

          (e)     for acts or omissions that the Indemnitee believes to be
contrary to the best interests of the Company or its shareholders or that
involve the absence of good faith on the part of the Indemnitee;

          (f)     for any transaction from which the Indemnitee derived an
improper personal benefit;

          (g)     for acts or omissions that show a reckless disregard for the
Indemnitee's duty to the Company or its shareholders in circumstances in which
the Indemnitee was aware, or should have been aware, in the ordinary course of
performing Indemnitee's duties, of a risk of serious injury to the Company or
its shareholders;

          (h)     for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the Indemnitee's duty to the
Company or its shareholders;

          (i)     under Section 310 of the General Corporation Law of the State
of California, as that Section reads at present; or

          (j)     under Section 316 of the General Corporation Law of the State
of California, as that Section reads at present.

     10.     Savings Clause.  If this Agreement or any portion hereof is
             --------------
invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify Indemnitee as to Expenses, judgments, fines
and penalties with respect to any Proceeding to the full extent permitted by any
applicable portion of this Agreement by any other applicable law.

     11.     Notices.  Indemnitee shall, as a condition precedent to
             -------
Indemnitee's right to be indemnified under this Agreement, give to the Company
notice in writing within thirty (30) days after Indemnitee becomes aware of any
claim made against Indemnitee for which Indemnitee believes, or should
reasonably believe, indemnification will or could be sought under this


<PAGE>
Agreement.  Notice to the Company shall be directed to the Company's main
office, Attention: President (or such other address as the Company shall
designate in writing to Indemnitee).  Failure to so notify the Company shall not
relieve the Company of any liability which it may have to Indemnitee otherwise
than under this Agreement.

          All notices, requests, demands and other communications (collectively
"notices") provided for under this Agreement shall be in writing (including
communications by telephone, or telecommunication facilities providing facsimile
transmission) and mailed (postage prepaid and return receipt requested),
telegraphed, telexed, transmitted or personally served to each party at the
address set forth at the end of this Agreement or at such other address as any
party affected may designate in a written notice to the other parties in
compliance with this section.  All such notices shall be effective when
received; provided, however, receipt shall be deemed to be effective  within
three (3) business days of any properly addressed notice having been deposited
in the mail, within twenty-four (24) hours from the time electronic transmission
was made, or upon actual receipt of electronic delivery, whichever occurs first.

          No costs, charges or expenses for which indemnity shall be sought
hereunder shall be incurred without the Company's consent, which consent shall
not be unreasonably withheld.

     12.     Choice of Law.  This Agreement shall be interpreted and enforced in
             -------------
accordance with the laws of the State of California, including applicable
statutes of limitations and other procedural statutes.

     13.     Attorneys' Fees.  If any legal action is necessary to enforce the
             ---------------
terms of this Agreement, the prevailing party shall be entitled to recover, in
addition to the amounts to which the prevailing party may be entitled, actual
attorneys' fees and court costs as may be awarded by the court.

     14.     Amendments.  Provisions of this Agreement may be waived, altered,
             ----------
amended or repealed in whole or in part only by the written consent of all
parties.

     15.     Parties in Interest.  Nothing in this Agreement, whether express or
             -------------------
implied, is intended to confer any rights or remedies under or by reason of this
Agreement to any persons other than the parties to it and their respective
successors and assigns (including an estate of Indemnitee), nor is anything in
this Agreement intended to relieve or discharge the obligation or liability of
any third persons to any party hereto.  Furthermore, no provision of this
Agreement shall give any third persons any right of subrogation or action
against any party hereto.

     16.     Severability.  If any portion of this Agreement shall be deemed by
             ------------
a court of competent jurisdiction to be unenforceable, the remaining portions
shall be valid and enforceable only if, after excluding the portion deemed to be
unenforceable, the remaining terms shall provide for the consummation of the
transaction contemplated herein in substantially the same manner as originally
set forth at the date this Agreement was executed.


<PAGE>
     17.     Successors and Assigns.  All terms and conditions of this Agreement
             ----------------------
shall be binding upon and shall inure to the benefit of the parties and their
respective transferees, successors and assigns; provided, however, that this
Agreement and all rights, privileges, duties and obligations of the parties, may
not be assigned or delegated by any party without the prior written consent of
the other parties.

     18.     Counterparts.  This Agreement may be executed simultaneously in one
             ------------
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

     19.     Entire Agreement.  Except as provided in Paragraph 8 hereof, this
             ----------------
Agreement represents and contains the entire agreement and understanding between
and among the parties, and all previous statements or understandings, whether
express or implied, oral or written, relating to the subject matter hereof are
fully and completely extinguished and superseded by this Agreement.  This
Agreement shall not be altered or varied except by a writing duly signed by all
of the parties.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

                                       COMMUNITY WEST BANCSHARES
                                       444 Pine Avenue
                                       Goleta, California  93117



                                       By:
                                            ------------------------------------
                                              Michael Alexander

                                       Its:   Chairman of the Board of Directors


"Indemnitee"



             ------------------------------------
                    Philip E. Guldeman

Address:
             -------------------------

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


<PAGE>