<PAGE>

                            FIRST AMENDMENT TO LEASE

Amend Item 11 of Real Property Taxes to read-TWENTY FIVE PERCENT (25%) instead
of twenty two percent (22%).

This item was not corrected from original lease to final lease document.



Mission Community Bank                  Pascific Management & Development


By: /s/ Anita Robinson                  By: /s/ Terry Saunders
    -----------------------                 -----------------------
        Anita Robinson                          Terry Saunders

Date:   11/13/98                        Date:   10/27/98
      ---------------------                   ---------------------


<PAGE>



                                 LEASE BETWEEN

                  PACIFIC MANAGEMENT & DEVELOPMENT CORPORATION

                                      AND

                          MISSION COMMUNITY BANK, N.A.


<PAGE>

                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----
1.  RECITALS .............................................................     1
2.  DESCRIPTION OF PREMISES ..............................................     1
3.  APPURTENANT RIGHTS ...................................................     1
4.  TERM .................................................................     2
5.  OPTION TO EXTEND TERM ................................................     2
6.  LEASEHOLD IMPORVEMENTS, ACCEPTANCE, FIXTURING ........................     3
7.  MINIMUM MONTHLY RENT; ADJUSTMENT .....................................     4
8.  ADDITIONAL RENT ......................................................     5
9.  SECURITY DEPOSIT .....................................................     5
10. PERSONAL PROPERTY TAXES ..............................................     5
11. REAL PROPERTY TAXES ..................................................     6
12. USE ..................................................................     7
13. LIMITATIONS ON USE ...................................................     7
    Cancellation of Insurance; Increase in Insurance Rates ...............     7
    Compliance with Laws/Rules ...........................................     7
    Waste; Nuisance; Acknowledgment of Adjoining Business ................     7
14. LANDLORD'S MAINTENANCE ...............................................     7
15. TENANT'S MAINETNANCE .................................................     8
16. LANDLORD'S RIGHT TO REMODEL ..........................................     8
17. ALTERATIONS ..........................................................     9
18. MECHANICS' LIENS .....................................................     9
19. UTILITIES AND SERVICES ...............................................    10
20. INDEMNITY ............................................................    10


                                       i
<PAGE>


                                                                            Page
                                                                            ----
21. EXEMPTION OF LANDLORD FROM LIABILITY .................................    10
22. PUBLIC LIABILTIY AND PROPERTY DAMAGE INSURANCE .......................    11
23. TENANT'S FIRE INSURANCE ..............................................    11
24. FIRE INSURANCE ON PREMISES ...........................................    11
25. WAIVER OF SUBROGATION ................................................    12
26. GENERAL INSRUANCE MATTERS ............................................    12
27. DESTRUCTION COVERED BY INSURANCE .....................................    13
28. DESTRUCTION NOT COVERED BY INSURANCE .................................    13
29. EXTENT OF LANDLORD'S OBLIGATION TO RESTORE ...........................    14
30. ABATEMENT OR REDUCTION OF RENT .......................................    14
31. LOSS DURING LAST PART OF TERM ........................................    15
32. WAIVER REGARDING DESTRUCTION .........................................    15
33. CONDEMNATION .........................................................    15
34. PROHIBITION AGAINST VOLUNTARY ASSIGNMENT, SUBLETTING .................    17
35. INVOLUNTARY ASSIGNMENT ...............................................    18
36. TENANT'S DEFAULT .....................................................    18
37. LANDLORD'S REMEDIES ..................................................    19
    (a) Right to Possession Not Terminated ...............................    19
    (b) Right to Possession Terminated ...................................    20
    (c) Curing Tenant's Default ..........................................    20
38. LATE CHARGE ..........................................................    20
39. CURING LANDLORD'S DEFAULT ............................................    21
40. RIGHT OF ENTRY .......................................................    21
41. NOTICE ...............................................................    21



                                       ii
<PAGE>


                                                                            Page
                                                                            ----
42. WAIVER ...............................................................    22
43. RECORDABLE MEMORANDUM OF LEASE; QUITCLAIM DEED .......................    22
44. ESTOPPEL CERTIFICATE/EFFECT OF SALE OR TRASNFER OF PREMISES/ATTORNMENT    22
45. ATTORNEYS' FEES ......................................................    23
46. SURRENDER OF PREMISES; HOLDING OVER ..................................    24
47. ENVIRONMENTAL COMPLIANCE .............................................    25
    (a) Use of the Premises ..............................................    25
    (b) Tenant's Environmental Compliance ................................    25
    (c) Remediation ......................................................    25
    (d) Definitions ......................................................    26
48. SIGNAGE ..............................................................    27
49. QUIET ENJOYMENT ......................................................    28
50. MISCELLANEOUS PROVISIONS .............................................    28

                                       iii
<PAGE>
                                     LEASE

     This lease is made 8/1/98, between Pacific Management & Development
                       --------
Corporation, a California corporation ("Landlord"), whose address is P.O. Box
3148, Paso Robles, CA 93447, and Mission Community Bank, N.A., (in organization)
("Tenant"), who agree as follows:

     1. RECITALS

     This lease is made with reference to the following facts and objectives:

        (a) Landlord is the owner of a mixed use building ("Building") at 1226
through 1234 Park Street, Paso Robles, California. The parties acknowledge that
the Building consists of three stories, of approximately 9,000 square feet each,
of which only the first floor and part of the second floor are currently usable,
due to Code restrictions.

        (b) Tenant is willing to lease a portion of said mixed use building from
Landlord pursuant to the provisions stated in this lease.

        (c) Tenant wishes to lease the premises for the purpose of maintaining
offices for conducting banking operations.

        (d) Tenant has examined the premises and is fully informed of their
condition.

     2. DESCRIPTION OF PREMISES

     Landlord leases to Tenant and Tenant leases from Landlord the real property
located in Paso Robles, California, (hereinafter "Premises") described as
follows:

     Approximately 3,000 square feet located on the first floor at 1226 Park
     Street, at the front of the building, as depicted in the map attached
     hereto as Exhibit A

and the appurtenant rights set forth in Paragraph 3, below.

     3. APPURTENANT RIGHTS

     The appurtenant rights referred to in this lease are as follows:

        (a) Tenant shall have full and unimpaired access to the premises, and
shall be permitted to utilize the common parking facilities at the rear of the
Premises. However, Landlord makes no representations as to the availability of
exclusive parking for Tenant or Tenant's customers, other than


                                       1
<PAGE>

that Landlord shall not grant exclusive rights to the parking spaces at the rear
of the Premises, except for up to two (2) spaces reserved for use by Landlord's
two principals. Tenant agrees that Tenant and Tenant's employees shall not
utilize the parking spaces around the perimeter of the building in which the
premises are located for Tenant's own vehicles, or that of Tenant's employees.

     4. TERM

        (a) Landlord agrees to deliver possession of the Premises on or before
September 15, 1997. The terms of this initial occupancy shall be on a month-to-
month basis at the rental rate hereinafter provided, and subject to all of the
terms and conditions of the lease.

        (b) The term of this lease (the "Term") shall commence on (the
"Commencement Date"), the 15th of the month following the day on which Lessee
receives final approval of its banking charter. The parties agree to fill in the
Commencement Date and initial the spaces provided below when the Commencement
Date has been determined. The Term of this Lease shall end the day before the
fifth anniversary of the Commencement Date (the "Termination Date") unless
Tenant exercises an Option (as hereinafter defined) pursuant to Section 5 of
this Lease, or unless sooner terminated pursuant to any provision hereof.

          Commencement Date 8/1/98
                            ------

          Landlord's Initials T.S. Tenant's Initials illegible
                             -----                   ---------

          5. OPTION TO EXTEND TERM

          Tenant is given the option to extend the term on all the provisions
contained in this lease, except for minimum monthly rent, for two additional
five (5) year terms ("extended term") following expiration of the initial term,
by giving notice of exercise of the option ("option notice") to Landlord at
least six (6) months but not more than one (1) year before the expiration of the
initial term or the first extended term; provided that, if Tenant is in default
on the date of giving the option notice, the option notice shall be totally
ineffective, or if the Tenant is in default on the date the extended term is to
commence, the extended term shall not commence and this lease shall expire at
the end of the initial term.

          The parties shall have 30 days after Landlord receives the option
notice in which to agree on minimum monthly rent during the extended term. If
the parties agree on the minimum monthly rent for the extended term during that
period, they shall immediately execute an amendment to this lease stating the
minimum monthly rent.


                                       2
<PAGE>
If the parties are unable to agree on the minimum monthly rent for the extended
term within that period, then within 10 days after the expiration of that period
each party, at its cost and by giving notice to the other party, shall appoint a
real estate appraiser with at least 5 years' full time commercial appraisal
experience in the area in which the premises are located to appraise and set the
minimum monthly rent for the extended term. If a party does not appoint an
appraiser within 10 days after the other party has given notice of the name of
its appraiser, the single appraiser appointed shall be the sole appraiser and
shall set the minimum monthly rent for the extended term. If the two appraisers
are appointed by the parties as stated in this paragraph, they shall meet
promptly and attempt to set the minimum monthly rent for the extended term. If
they are unable to agree within 30 days after the second appraiser has been
appointed, they shall attempt to elect a third appraiser meeting the
qualifications stated in this paragraph within 10 days after the last day the
two appraisers are given to set the minimum monthly rent. If they are unable to
agree on the third appraiser, either of the parties to this lease by giving 10
days' notice to the other party can file a petition with the American
Arbitration Association solely for the purpose of selecting a third appraiser
who meets the qualifications stated in this paragraph. Each party shall bear
half the cost of the American Arbitration Association appointing the third
appraiser and of paying the third appraiser's fee. The third appraiser, however
selected, shall be a person who has not previously acted in any capacity for
either party.

        Within 30 days after the selection of the third appraiser, a majority of
the appraisers shall set the minimum monthly rent for the extended term.  If a
majority of the appraisers are unable to set the minimum monthly rent within the
stipulated period of time, the three appraisals shall be added together and
their total divided by three; the resulting quotient shall be the minimum
monthly rent for the premises during the extended term.

        In setting the minimum monthly rent for the extended term, the appraiser
or appraisers shall consider the use to which the premises are restricted under
this lease and shall not consider the highest and best use for the premises
without regard to the restriction on use of the premises contained in this
lease.

        The provisions for CPI adjustments under paragraph 7, below, shall apply
to any extended term.

        6.      LEASEHOLD IMPROVEMENTS, ACCEPTANCE, FIXTURING

                (a) Tenant at its sole cost and expense shall cause Plans and
Specifications ("Plans and Specifications") to be

                                       3
<PAGE>
prepared for the Leasehold Improvements to be constructed on the Premises.
Tenant shall submit to Landlord for its approval the Plans and Specifications,
which approval Landlord shall not unreasonably withhold.  There shall be no
change in the Plans and Specifications without the prior written approval of
Landlord for each change.

                (b) Commencement of Leasehold Improvement Work.  After Landlord
has approved the Plans and Specifications, Tenant shall cause the construction
of the Leasehold Improvements to promptly commence at Tenant's sole expense, and
the parties acknowledge that Tenant will hire Pacific Management and Development
to complete such improvements on a cost plus 10% basis.  Such work shall be
prosecuted with diligence and continuity, in a good and workmanlike manner, and
in accordance with sound building practices and in compliance with all
applicable laws and governmental rules and regulations, including, but not
limited to, the Americans with Disabilities Act.  Landlord shall not be
responsible for the construction, purchase, or installation, or the cost of the
construction, purchase, or installation of (i) furniture, fixtures, equipment,
and interior furnishings to be utilized by Tenant on the Premises.

                (c) Building Permits and Certificates of Completion.  Tenant, or
Tenant's Contractor, Pacific Management and Development ("PM&D") shall obtain
such building permits and other approvals as may be required by the City of Paso
Robles for the construction of the Leasehold Improvements, or the use and
occupancy thereof.  Upon substantial completion of the Leasehold Improvements,
Tenant or PM&D shall obtain certificate of occupancy for the Premises.

        7.      MINIMUM MONTHLY RENT; ADJUSTMENT

        Tenant shall pay to Landlord as minimum monthly rent, without deduction,
setoff, prior notice, or demand, the sum of $1,925.00, which sum is subject to
possible adjustment as provided in this paragraph, per month in advance on the
15th day of each month.  Minimum monthly rent for any partial month shall be
prorated at the rate of 1/30th of the minimum monthly rent per day.

        Commencing with the thirteenth (13th) full calendar month after Tenant
is obligated to pay rent under this lease, and at the end of each twelfth (12th)
month afterwards during the term, including any extensions or renewals, the
minimum monthly rent for the ensuing twelve-month period ("adjustment period")
shall be an amount equal to the greater of:

        (a) the minimum monthly rent in effect immediately prior to the
commencement of this adjustment period (without regard to any temporary
abatement of rental then or previously in effect

                                       4
<PAGE>

pursuant to the provisions of this lease), or

     (b) The product obtained by multiplying the minimum monthly rent in effect
immediately prior to the commencement of the adjustment period (without regard
to any temporary abatement of rental then or previously in effect pursuant to
the provisions of this lease) by a fraction, the numerator of which is the index
published nearest but prior to the commencement date of the adjustemt period,
and the denominator of which the index published nearest but prior to
commencement of the twelve-month period immediately preceding the adjustment
period.

     The term "index" means the Consumer Price Index for All Urban Consumers for
the Los Angeles - Anaheim - Riverside Consolidated Metropolitan Statistical Area
(1982 - 1984 = 100), published by the Bureau of Labor Statistics of the United
States Department of Labor. If the index is changed so that the base year
differs from that in effect when the term commences, the index shall be
converted in accordance with the conversion factor published by the United
States Department of Labor, Bureau of Labor Statistics. If the index is
discontinued or revised during the term, such other governmental index or
computation with which it is replaced shall be used in order to obtain
substantially the same result as would be obtained if the index had not been
discontinued or revised.

     Nothwithstanding the foregoing, in no event shall the minimum monthly rent
increase by less than two percent (2%) or more than six percent (6%) from one
year to the next during the initial term of this lease or during any extended
term after the initial year thereof.

        8.      ADDITIONAL RENT

        [This paragraph has deliberately been left blank.]

        9.      SECURITY DEPOSIT

        No security deposit shall be required under this lease.

        10.     PERSONAL PROPERTY TAXES

     Tenant shall pay before delinquency all taxes, assessments, license fees,
and other charges ("taxes") that are levied and assessed against Tenant's
personal property installed or located in or on the premises, and that become
payable during the term. On demand by Landlord, Tenant shall furnish Landlord
with satisfactory evidence of these payments.

     If any taxes on Tenant's personal property are levied against Landlord or
Landlord's property, or if the assessed value of the premises, or building and
other improvements in which the


                                       5

<PAGE>

premises are located, is increased by the inclusion of a value placed on
Tenant's personal property, and if Landlord pays taxes on any of these items or
the taxes based on the increased assessment of these items, Tenant, on demand,
shall immediately reimburse Landlord for the sum of the taxes levied against
Landlord, or the proportion of the taxes resulting from the increase in
Landlord's assessment. Landlord shall have the right to pay these taxes
regardless of the validity of the levy.

        11. REAL PROPERTY TAXES

        Tenant shall pay twenty-two percent (22%) of all real property taxes and
general and special assessments ("Real Property Taxes") levied and assessed
against the building, other improvements, and land of which the Premises are a
part, as well as one hundred percent (100%) of all Real Property Taxes and
special assessments which are directly related to any leasehold improvements
which may be constructed during the term of this Lease by Tenant, or by Landlord
at Tenant's request. All taxes levied on the Premises for the tax year in which
the Commencement Date falls shall be appropriately prorated between Landlord and
Tenant, so that Tenant's share will reflect the portion of that tax year in
which Tenant had possession of the Premises under this Lease.

     Tenant shall not be liable for increases in Real Property Taxes (whether
the increases result from increased rate and/or valuation) attributable to
additional improvements to the Building in which the Premises are located that
are constructed after the Commencement Date, unless the additional improvements
are constructed for Tenant's benefit.

        Tenant shall not be liable for increases in Real Property Taxes that
result from changes in ownership of the Building, other improvements and land of
which the Premises are a part. For purposes of this Lease, "change in ownership"
has the same definition as in California Revenue & Taxation Code Sections 60-62,
or any amendments or successor statutes to those sections.

        Tenant shall pay its share of the real property taxes semi-annually not
later than ten days before the taxing authority's delinquency date or ten days
after receipt of the tax bill, whichever is later.

        If Landlord's lender requires Lender to impound real property taxes on a
periodic basis during the term, Tenant, on notice from Landlord indicating this
requirement, shall pay its share of real property taxes to Landlord on a
periodic basis in accordance with the lender's requirements. Landlord shall
impound tax payments received from Tenant in accordance with the requirements of
the lender.

                                       6
<PAGE>
        12.     USE

                Permitted Uses.  Tenant shall use the premises for Tenant's
banking and administrative operations and for no other use without Landlord's
consent.

        13.     LIMITATIONS ON USE

        CANCELLATION OF INSURANCE; INCREASE IN INSURANCE RATES

        Tenant shall not do, bring, or keep anything in or about the premises
that will cause a cancellation of any insurance covering the premises.

        If the rate of any insurance carried by Landlord is increased as a
result of Tenant's use, Tenant shall pay to Landlord within ten (10) days before
the date Landlord is obligated to pay a premium on the insurance, or within ten
(10) days after Landlord delivers to Tenant a certified statement from
Landlord's insurance carrier stating that the rate increase was caused solely by
an activity of Tenant on the premises as permitted in this lease, whichever
date is later, a sum equal to the differences between the original premium and
the increased premium.

        COMPLIANCE WITH LAWS/RULES

        Tenant shall comply with all the laws concerning the premises or
Tenant's use of the premises, including, without limitation, the obligation at
Tenant's cost to alter, maintain, or restore the premises in compliance and
conformity with all laws relating to the condition, use, or occupancy of the
premises during the term.

        WASTE; NUISANCE; ACKNOWLEDGEMENT OF ADJOINING BUSINESS

        Tenant shall not use the premises in any manner that will constitute
waste, nuisance, or unreasonable annoyance to owners or occupants of adjacent
properties or to other tenants in the office building in which the premises are
located.  Tenant shall not do anything on the premises that will cause damage to
the premises or building in which the premises are located.

        14.     LANDLORD'S MAINTENANCE

        Landlord at its cost shall maintain, in good condition, the following:

                (a)     The structural parts of the building and other
improvements that are a part of the premises, building and other improvements in
which the premises are located, which structural parts include only the
foundations, bearing and exterior walls (excluding glass and doors),
subflooring, and roof (excluding skylights);

                                       7
<PAGE>

                (b)     The unexposed electrical and plumbing, and sewage
systems, wherever located;

                (c)     Window frames, gutters, and downspouts on the building
and other improvements that are a part of the premises.

                Landlord shall repair the premises if they are damaged by (a)
causes outside the premises over which Tenant has no control; (b) acts or
omissions of Landlord, or its authorized representatives; or (c) Landlord's
failure to perform its obligations under this paragraph.

                Landlord shall maintain the common areas in good condition at
all times, and shall have the right to establish and enforce reasonable rules
and regulations applicable to all tenants concerning the maintenance,
management, use and operation of the common areas.

        15.     TENANT'S MAINTENANCE

        Except as provided in Paragraph 14, Tenant at its cost shall maintain,
in good, clean, and orderly condition, all portions of the premises, including
without limitation, all Tenant's personal property, signs, storefronts, plate
glass, and show windows and shall also maintain the heating, ventilating, and
air-conditioning system servicing the premises.  Notwithstanding the foregoing,
the parties agree that in the event that the heating, ventilating and
air-conditioning system servicing the Premises requires major repairs (beyond
normal service or maintenance) during the first year of the Lease, Landlord
shall be solely responsible for such repairs.  Thereafter, commencing on the
first day of the second year of this Lease, any repair of the HVAC system
servicing the Premises shall be the sole responsibility of Tenant.  Tenant shall
be liable for any damage to the premises resulting from the acts or omissions of
Tenant or its authorized representatives.  Tenant agrees to keep all windows in
Tenant's premises in a clean condition.

        16.     LANDLORD'S RIGHT TO REMODEL

        Landlord shall have the right, at any time, to remodel any remaining
part of the building in which the Premises are located.  In the event of such
remodel, Landlord shall seek to minimize any interference with Tenant's
business, but Tenant acknowledges and agrees that despite the due care taken by
Landlord, some interference may be reasonably unavoidable.  In such event,
Tenant's sole remedy for reasonably unavoidable interference to Tenant's
business shall be an abatement or reduction of rent.  In that circumstance,
Tenant specifically agrees that Landlord shall not be responsible for any lost
profits or consequential damages as a result to Tenant as a result of such
remodel.  However, if the interference is as a result of the negligence or
intentional

                                       8
<PAGE>
conduct of Landlord, then Tenant's right to recover lost profits or
consequential damages shall not be restricted.

          17. ALTERATIONS

     Subject to the provisions of paragraph 6, above, Tenant shall not make any
alterations to the premises without Landlord's consent. Tenant at its cost shall
have the right to make, without Landlord's consent, nonstructural alterations
to the interior of the premises that Tenant requires in order to conduct its
business on the premises. In making any alterations that Tenant has a right to
make, Tenant shall comply with the following:

     (a)  Tenant shall submit reasonably detailed final plans and specifications
          and working drawings of the proposed alterations and the name of its
          contractor at least ten (10) days before the date it intends to
          commence the alterations.

     (b)  The alterations shall not be commenced until ten (10) days after
          Landlord has received notice from the Tenant stating the date the
          installation of the alterations is to commence so that Landlord may
          post and record an appropriate notice of non-responsibility.

     (c)  All applicable permits and authorizations shall be obtained before
          commencement of the alterations.

     (d)  All alterations shall be completed with due diligence in compliance
          with the plans and specifications and working drawings and all
          applicable rules.

     (e)  Before commencing the alterations and at all times during
          construction, Tenant's contractor shall maintain insurance in an
          amount to be determined by the Landlord.

     No additions, alterations, changes or improvements shall be made which will
weaken the structural strength, lessen the value of or change the architectural
appearance or elevation of any building or other construction. All alterations,
additions, and improvements made or installed by Tenant to or upon the premises
and the buildings within which the same are located, shall at once when made or
installed be deemed to have attached to the treehold, and to have become the
property of Landlord.

     18.  MECHANICS' LIENS

     Tenant shall pay all costs for construction done by it or caused to be
done by it on the premises as permitted by this lease. Tenant shall keep the
premises free and clear of all mechanics' liens resulting from construction done
by or for Tenant.

                                        9
<PAGE>

     Tenant shall have the right to contest the correctness or the validity of
any such lien if, immediately on demand by Landlord, Tenant procures and records
a lien release bond issued by a corporation authorized to issue surety bonds in
California in an amount equal to one and one-half times the amount of the claim
of lien. The bond shall meet the requirements of Civil Code Section 3143 and
shall provide for the payment of any sum that the claimant may recover on the
claim together with costs of suit, if it recovers in the action.

     19.  UTILITIES AND SERVICES

     From the time Tenant first enters the premises for the purpose of making
Tenant improvements or setting fixtures, or from the commencement of the lease
term, whichever date is earlier, and throughout the term, Tenant shall contract
directly and pay for all public and other utilities and related services
rendered or furnished to the premises, including but not limited to, water,
hot water, gas, electricity, telephone, light, refuse, or garbage collection or
disposal, and related connection charges or deposits. All utilities to the
Premises shall be separately metered from another space leased by Landlord
in the Building.

     20.  INDEMNITY

     Tenant shall indemnify and hold harmless Landlord from and against any and
all claims arising from Tenant's use, occupancy, and enjoyment of the Premises,
or any portion of the Project, or from the conduct of Tenant's business or from
any activity, work, or things done, permitted, or suffered by Tenant in or about
the Premises or elsewhere, except for claims arising out of a cause attributable
to the negligence or recklessness of Landlord or Landlord's employees,
contractors or agents, and shall further indemnify and hold harmless Landlord
from and against any and all claims arising from breach or default in the
performance of any obligation on Tenant's part to be performed under the terms
of this Lease, or arising from any act or omission of Tenant, or any of Tenant's
agents, contractors, or employees, and from and against all costs, attorney
fees, expenses, and liabilities incurred in the defense of any such claim or any
action or proceeding brought thereon; and in case any action or proceeding be
brought against Landlord by reason of any such claim, Tenant upon notice from
Landlord shall defend the same at Tenant's expense by counsel reasonably
satisfactory to Landlord, and Landlord shall cooperate with Tenant in such
defense.

     21.  EXEMPTION OF LANDLORD FROM LIABILITY

     Tenant hereby agrees that Landlord shall not be liable for injury to
Tenant's business or any loss of income therefrom or for damage to the goods,
wares, merchandise, or other property of

                                       10
<PAGE>

Tenant, Tenant's employees, invitees, customers, or any other person in or about
the Premises, nor shall Landlord be liable for injury to the person of Tenant,
Tenant's employees, agents, or contractors, whether such damage or injury is
caused by or results from fire, steam, electricity, gas, water, or rain, or from
the breakage, leakage, obstruction, or other defects of pipes, sprinklers,
wires, appliances, plumbing, air conditioning, or lighting fixtures, or from any
other cause. Landlord shall not be liable for any damages arising from any act
or neglect or any other tenant, occupant, or user of the Building, nor from the
failure of Landlord to enforce the provisions of any other lease of the
Building.

        22.     PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE

        Tenant at its cost shall maintain a policy of Combined Single Limit
Bodily Injury and Property Damage Insurance with liability limits of not less
than $1,000,000.00 per occurrence insuring against all liability of Tenant and
its authorized representatives arising out of and in connection with Tenant's
use or occupancy of the premises.

        All public liability insurance and property damage insurance shall
insure performance by Tenant of the indemnity provisions of the preceding
paragraphs. Both parties shall be named as additional insureds, and the policy
shall contain cross-liability endorsements. Any deductibles or self-insured
retentions must be declared to and approved by Landlord.

        Not more frequently than every five (5) years, or as required by
Landlord's insurance carrier, Landlord shall have the right to notify Tenant
that it elects to adjust the amount of public liability and property damage
insurance required under this paragraph, based on the increase or decrease in
Los Angeles-Long Beach Metropolitan Area, published by the United States
Department of Labor, Bureau of Labor Statistics.

        23.     TENANT'S FIRE INSURANCE

        Tenant at its cost shall maintain on all its personal property, Tenant's
improvements, and alterations, in, on, or about the premises, a policy of
standard fire and extended coverage insurance, including Fire Legal Liability,
to the extent of at least 100% of their full replacement value.  The proceeds
from any such policy shall be used by Tenant for the replacement of personal
property or the restoration of Tenant's improvements or alterations.

        24.     FIRE INSURANCE ON PREMISES

        Landlord at its cost shall maintain on the building and other
improvements that are a part of the premises (or in which

                                       11
<PAGE>

the premises are located) a policy of standard fire and extended coverage
insurance, with vandalism and malicious mischief endorsements, to the extent of
100% of full replacement value.

        The insurance policy shall provide that any proceeds shall be made
payable and be paid to the Landlord.

        Tenant shall pay any increase in Landlord's property insurance over the
amount of the premium immediately prior to the Commencement Date that is
attributed by Landlord's insurance carrier to the nature of Tenant's occupancy,
the construction of the leasehold improvements, or any act or omission of
Tenant.

        In case this lease is terminated, the insurance policy and all rights
under it or the insurance proceeds shall be assigned to Landlord at Landlord's
election.

        25.     WAIVER OF SUBROGATION

        The parties release each other, and their respective authorized
representatives, from any claims for damage to any person or to the premises and
to the fixtures, personal property, Tenant's improvements, and alterations of
either Landlord or Tenant in or on the premises that are caused by or result
from risks insured against under any insurance policies carried by the parties
and in force at the time of any such damage.

        Tenant shall cause each insurance policy obtained by Tenant to provide
that the insurance company waives all right of recovery by way of subrogation
against Landlord in connection with any damage covered by any policy.  Neither
party shall be liable to the other for any damage caused by fire or any of the
risks insured against under any insurance policy required by this lease.  If an
insurance policy cannot be obtained with a waiver or subrogation, or is
obtainable only by the payment of an additional premium charge above that
charged by insurance companies issuing policies without waiver of subrogation,
Tenant shall notify Landlord of this fact.  Landlord shall have a period of ten
(10) days after receiving the notice either to place the insurance with a
company that is reasonably satisfactory to Landlord and that will carry the
insurance with a waiver of subrogation, or to agree to pay the additional
premium if such a policy is obtainable at additional cost.

        26.     GENERAL INSURANCE MATTERS

        All the insurance required in this lease shall:

                (a)     Be issued by insurance companies approved by Landlord,
and authorized to do business in the State of California, with a financial
rating of at least an A+ AAA status as rated in the most recent edition of
Best's Insurance Reports.

                                       12
<PAGE>
               (b) Be issued as a primary policy.

               (c) Contain an endorsement requiring thirty (30) day's written
notice from the insurance company to both parties and Landlord's lender before
cancellation or change in the coverage, scope, or amount of any policy.


               (d) Each policy, or a certificate of the policy, together with
evidence of payment of premiums, shall be deposited with the other party at the
commencement of the term, and on renewal of the policy not less than twenty (20)
days before expiration of the term of the policy.

          27. DESTRUCTION COVERED BY INSURANCE

          If, during the term, the premises or the building and other
improvements in which the premises are located are totally or partially
destroyed from a risk covered by the insurance described in Paragraph 24
rendering the premises totally or partially inaccessible or unusable, Landlord
shall restore the premises to substantially the same condition as they were in
immediately before destruction. Such destruction shall not terminate this lease.
If the existing laws do not permit the restoration, either party can terminate
this lease immediately by giving notice to the other party.

          If the cost of the restoration exceeds the sum of $25,000.00 above the
amount of proceeds received from the insurance required under this lease,
Landlord may elect to terminate this lease by giving notice to Tenant within
fifteen (15) days after determining that the restoration cost will exceed the
insurance proceeds. In the case of destruction to the premises only, if Landlord
elects to terminate this lease Tenant, within fifteen (15) days after receiving
Landlord's notice to terminate, may elect to pay Landlord, at the time Tenant
notifies Landlord of its election, the difference between the amount of
insurance proceeds and the cost of restoration, in which case Landlord shall
restore the premises. Landlord shall give Tenant satisfactory evidence that all
sums contributed by Tenant as provided in this paragraph have been expended by
Landlord in paying the cost of restoration.

          If Landlord elects to terminate this lease and Tenant does not elect
to contribute toward the cost of restoration as provided in this paragraph,
this lease shall terminate.

          28. DESTRUCTION NOT COVERED BY INSURANCE

          If, during the term, the premises or the building and other
improvements in which the premises are located are totally or partially
destroyed from a risk not covered by the insurance described hereunder,
rendering the premises totally or partially

                                       13

<PAGE>

inaccessible or unusable, Landlord shall restore the premises (or the building
and other improvements in which the premises are located) to substantially the
same condition as they were in immediately before destruction. Such destruction
shall not terminate this lease, provided that the improvements are fully
restored within ninety (90) days after the date of damage or destruction. If the
improvements are not or cannot be completed within ninety (90) days from the
date of damage or destruction, Tenant may terminate this lease by giving notice
to Landlord within thirty (30) days after the timeline for restoration has been
established. Pursuant to paragraph 30, below, there shall be an abatement of
rent for such period of restoration. If the existing laws do not permit the
restoration, either party can terminate this lease immediately by giving notice
to the other party.

          If the cost of the restoration exceeds five (5%) percent of the then
replacement value of the premises (or the building and other improvements in
which the premises are located) that are destroyed, Landlord may elect to
terminate this lease by giving notice to Tenant within ten (10) days after
determining the restoration cost and replacement value.

          In the case of destruction to the premises only, if Landlord elects to
terminate this lease, Tenant, within ten (10) days after receiving Landlord's
notice to terminate, may elect to pay to Landlord, at the time Tenant notifies
Landlord of its election, the difference between five (5%) percent of the then
replacement value of the premises and the actual cost of restoration, in which
case Landlord shall restore the premises. Landlord shall give Tenant
satisfactory evidence that all sums contributed by Tenant as provided in this
paragraph have been expended by Landlord in paying the cost of restoration.

          If Landlord elects to terminate this lease and Tenant does not elect
to perform the restoration or contribute toward the cost of restoration as
provided in this paragraph, this lease shall terminate.

          29. EXTENT OF LANDLORD'S OBLIGATION TO RESTORE

          If Landlord is required or elects to restore the premises as provided
in Paragraphs 27 and 28, Landlord shall not be required to restore alterations
made by Tenant, Tenant's improvements, Tenant's trade fixtures, and Tenant's
personal property, such excluded items being the sole responsibility of Tenant
to restore.

          30. ABATEMENT OR REDUCTION OF RENT

          In case of destruction provided in Paragraphs 27 or 28, there shall be
an abatement or reduction of rent, between the

                                       14

<PAGE>

date of destruction and the date of completion of restoration, based on the
extent to which the destruction interferes with Tenant's use of the premises.

     31.  LOSS DURING LAST PART OF TERM

     If destruction to the premises occurs during the last year of the term,
Landlord can terminate this lease by giving notice to Tenant not more than
ten (10) days after the destruction. Except that, if the destruction occurs
during the last year of the term, and if within thirty days after the
destruction Tenant exercises the option to extend the term as provided in
Paragraph 5 if the time within which the option can be exercised has not
expired, Landlord shall restore the premises as provided in Paragraphs 27 and
28.

     32.  WAIVER REGARDING DESTRUCTION

     Tenant waives the provisions of Civil Code Sections 1932(2) and Civil
Code Sections 1933(4) with respect to any destruction of the premises.

     33.  CONDEMNATION

     If, during the term or during the period of time between the execution
of this lease and the date the term commences, there is any taking of all or
any part of the premises or any interest in this lease by condemnation, the
rights and obligations of the parties shall be determined pursuant to the
subparagraphs of this paragraph. Each party waives the provisions of the Code
of Civil Procedure Sections 1265.130 allowing either party to petition the
Superior Court to terminate this lease in the event of partial taking of the
premises.

          (a)  TOTAL TAKING

          If the premises are totally taken by condemnation, this lease shall
terminate on the date of taking.

          (b)  PARTIAL TAKING

          If any portion of the premises taken by condemnation, this lease
shall remain in effect, except that Tenant can elect to terminate this lease
if the remaining portion of the building or other improvements that are a
part of the premises is rendered unsuitable for Tenant's continued use of the
premises. If Tenant elects to terminate this lease, Tenant must exercise its
right to terminate pursuant to this paragraph by giving notice to Landlord
within thirty (30) days after the nature and the extent of the taking have
been finally determined and communicated in writing to Tenant. If Tenant
elects to terminate this lease as provided in this paragraph, Tenant also

                                      15


<PAGE>


shall notify Landlord of the date of termination, which date shall not be
earlier than thirty (30) days nor later than ninety (90) days after Tenant
has notified Landlord of its election to terminate; except that this lease
shall terminate on the date of taking if the date of taking falls on a date
before the date of termination as designated by Tenant. If Tenant does not
terminate this lease within the 30-day period, this lease shall continue in
full force and effect, except that on the date of taking the minimum monthly
rent shall be reduced by an amount that is in the same ratio to minimum
monthly rent as the value of the area of the portion of the premises taken
bears to the total value of the premises immediately before the date of
taking. If there is a partial taking of the premises and
this lease remains in full force and effect pursuant to this subparagraph,
Landlord at its cost shall accomplish all necessary restoration.

          (c)  If the Tenant elects to terminate this lease, it must
terminate pursuant to this paragraph by giving notice to the other party
within thirty (30) days after the nature and the extent of the taking have
been finally determined and communicated in writing to Tenant. When
terminating this lease the Tenant also shall notify the Landlord of the date
of termination, which date shall not be earlier than thirty (30) days or
later than ninety (90) days after the Tenant has notified the Landlord of its
election to terminate; except that this lease shall terminate on the date of
taking if the date of taking falls on a date before the date of termination
designated in the notice from the Tenant. If this lease is not terminated
within the 30-day period, it shall continue in full force and effect.

          (d)  LANDLORD'S ELECTION TO PREVENT LEASE TERMINATION

          If, within thirty (30) days after the date that the nature and
extent of the taking are finally determined and have been communicated in
writing to the Tenant, Landlord notifies Tenant that Landlord at its cost
will add on to the remaining premises so that the area and the approximate
layout of the premises will be substantially the same after the date of
taking as they were before the date of taking, and Landlord commences the
restoration immediately and completes the restoration within one hundred
twenty (120) days after Landlord notified Tenant, this lease shall continue
in full force and effect without any reduction in minimum monthly rent,
except the abatement or reduction made pursuant to subparagraph 33(b).

          (e)  TEMPORARY ABATEMENT OR REDUCTION OF RENT

          Rent, shall be abated or reduced during the period from the date of
taking until the completion of restoration, but all other obligations of
Tenant under this lease shall remain in full force and effect. The abatement
or reduction of rent shall be based on the extent to which the restoration
interferes with

                                      16

<PAGE>

Tenant's use of the premises.

                (f)     AWARD DISTRIBUTION

                The award shall belong to and be paid to Landlord, except that
Tenant shall receive from the award the following:

                A sum attributable to Tenant's improvements or alterations made
to the premises by Tenant in accordance with this lease, which Tenant's
improvements or alterations Tenant has the right to remove from the premises
pursuant to the provisions of this lease but elects not to remove; or, if Tenant
elects to remove any such Tenant's improvements or alterations, a sum for
reasonable removal and relocation costs not to exceed the market value of such
improvements or alterations.

                (g)     TEMPORARY TAKING

                The taking of the premises or any part of the premises by
military or other public authority shall constitute a taking of the premises by
condemnation only when the use and occupancy by the taking of authority has
continued for longer than one hundred eighty (180) days.  During the 180-day
period all the provisions of this lease shall remain in full force and effect,
except that rent, shall be abated or reduced during such period of taking based
on the extent to which the taking interferes with Tenant's use of the premises,
and Landlord shall be entitled to whatever award may be paid for the use and
occupation of the premises for the period involved.

        34.     PROHIBITION AGAINST VOLUNTARY ASSIGNMENT, SUBLETTING

        Tenant shall not assign this lease or any interest under it, nor lease
or sublet all or any part of, or any right or privilege appurtenant to, the
premises, nor shall Tenant permit the continued occupancy or use of any part of
the premises by any other person without the prior written consent of Landlord
which shall not be unreasonably withheld.

        Landlord's consent to any assignment, subletting, transfer of
partnership interest or stock, occupancy, or use shall not be construed as a
consent to any subsequent assignment, subletting, transfer of partnership
interest or stock, occupancy, or use. Landlord's consent to a requested
assignment or subletting shall not be unreasonably withheld, subject to the
receipt of full information about the proposed transaction between Tenant and
the assignee or subtenant, including without limitation all consideration for
the transaction, and Landlord must be assured that substantially the same class
and quality of business, merchandise, services, and management, including,
without limitation, similarity in nature, type, quality, and volume of
merchandise sold or offered for sale, and prestige, reputation,

                                       17
<PAGE>
and financial soundness of ownership and management, will be maintained by the
proposed assignee or subtenant in accordance with the high standards
contemplated by this lease, and in all events will be subject to the provisions
of Sections 12 and 13. ANY ASSIGNMENT, SUBLETTING, OCCUPANCY OR USE WITHOUT THE
PRIOR WRITTEN CONSENT OF LANDLORD SHALL BE VOID AND SHALL CONSTITUTE A DEFAULT
UNDER THIS LEASE. TENANT SPECIFICALLY UNDERSTANDS AND AGREES THAT AT ANY TIME
TENANT IS IN DEFAULT UNDER THE PROVISIONS OF SECTION 36 TENANT SHALL HAVE NO
RIGHT TO ASSIGN OR SUBLET TENANT'S INTEREST IN THIS LEASE AND LANDLORD SHALL
HAVE NO OBLIGATION TO GIVE APPROVAL OR DISAPPROVAL UNDER THIS SECTION SHOULD
TENANT ATTEMPT AN ASSIGNMENT OR SUBLETTING WHILE IN DEFAULT.

        35.     INVOLUNTARY ASSIGNMENT

        No interest of Tenant in this lease shall be assignable by operation of
law including, without limitation, the transfer of this lease by testacy or
intestacy.  Each of the following acts shall be considered an involuntary
assignment:

                (a)     If Tenant is or becomes bankrupt or insolvent, makes an
assignment for the benefit of creditors, or institutes a proceeding under the
Bankruptcy Act in which Tenant is the bankrupt; or, if Tenant is a partnership
or consists of more than one person or entity, if any partner of the partnership
or other person or entity is or becomes bankrupt or insolvent, or makes an
assignment for the benefit of creditors.

                (b)     If a writ of attachment or execution is levied on this
lease.

                (c)     If, in any proceeding or action to which any of the
individuals of Tenant is a party, a receiver is appointed with authority to take
possession of the premises.

        An involuntary assignment shall constitute a default by Tenant, and
Landlord shall have the right to elect to terminate this lease, in which case
this lease shall not be treated as an asset of the Tenant.  If a writ of
attachment or execution is levied on this lease, Tenant shall have ten (10) days
in which to cause the attachment or execution to be removed.  If any involuntary
proceeding in bankruptcy is brought against any individual of Tenant, or if a
receiver is appointed, Tenant shall have sixty (60) days in which to have the
involuntary proceeding dismissed or the receiver removed.

        36.     TENANT'S DEFAULT

        The occurence of any of the following shall constitute a default by
Tenant:

                                       18
<PAGE>

                (a) Failure to pay rent when due, if the failure continues for
five (5) days after notice has been given Tenant.

                (b) Abandonment and vacation of the premises or failure to
occupy and operate the premises for thirty (30) consecutive days shall be deemed
an abandonment and vacation.

                (c) Failure to perform any other provision of this lease if the
failure to perform is not cured within thirty (30) days after notice has been
given to Tenant. If the default cannot reasonably be cured within twenty (20)
days, Tenant shall not be in default of this lease if Tenant commences to cure
the default within the 30 day period and diligently and in good faith continues
to cure the default.

                Notices given under this paragraph shall specify the alleged
default and applicable lease provisions, and shall demand that Tenant perform
the provisions of this lease or pay the rent that is in arrears, as the case may
be, within the applicable period of time, or quit the premises. No such notice
shall be deemed a forfeiture or a termination of this lease unless Landlord so
elects in the notice.

        37.     LANDLORD'S REMEDIES

        Landlord shall have the following remedies if Tenant commits a default.
These remedies are not exclusive; they are cumulative in addition to any
remedies now or later allowed by law.

                (a)     RIGHT TO POSSESSION NOT TERMINATED

                Landlord may continue this lease in full force and effect, and
the lease will continue in effect as long as Landlord does not terminate
Tenant's right to possession, and Landlord shall have the right to collect rent
when due. During the period Tenant is in default, Landlord may enter the
premises and relet them, or any part of them, to third parties for Tenant's
account. Tenant shall be liable immediately to Landlord for all costs Landlord
incurs in reletting the premises, including, without limitation, brokers'
commissions, expenses of remodeling the premises required by reletting, and like
costs. Reletting may be for a period shorter or longer than the remaining term
of this lease. Tenant shall pay to Landlord the rent due under this lease on the
dates the rent is due, less the rent Landlord receives from any reletting. No
act by Landlord allowed by this paragraph shall terminate this lease unless
Landlord notifies Tenant that Landlord elects to terminate this lease. After
Tenant's default and for as long as Landlord does not terminate Tenant's right
to possession of the premises, if Tenant obtains Landlord's consent, Tenant
shall have the right to assign or sublet its interest in this lease, but Tenant
shall not be released from liability. Landlord's consent to a proposed

                                       19

<PAGE>
assignment or subletting shall not be unreasonably withheld.

                (b)     RIGHT TO POSSESSION TERMINATED

                Landlord may terminate Tenant's right to possession of the
premises at any time. No act by Landlord other than giving notice to Tenant
shall terminate this lease. Acts of maintenance, efforts to relet the premises,
or appointment of a receiver on Landlord's initiative to protect Landlord's
interest under this lease shall not constitute a termination of Tenant's right
to possession. On termination, Landlord has the right to recovery as provided in
Civil Code Section 1951.2.

                "The worth, at the time of the award", as used in Civil Code
Section 1951.2(a)(1) and (2), is to be computed by allowing interest at the rate
of ten percent (10%) per annum. "The worth, at the time of award", as referred
to in Civil Code Section 1951.2(a)(3), is to be computed by discounting the
amount at the discount rate of the Federal Reserve Bank of San Francisco at the
time of the award, plus one percent (1%).

                (c)     CURING TENANT'S DEFAULT

                Landlord, at any time after Tenant commits a default, may cure
the default at Tenant's cost. If Landlord at any time, by reason of Tenant's
default, pays any sum or does any act that requires the payment of any sum, the
sum paid by Landlord shall be due immediately from Tenant to Landlord at the
time the sum is paid, and if paid at a later date shall bear interest at the
rate of ten percent (10%) per annum from the date the sum is paid by Landlord
until Landlord is reimbursed by Tenant. The sum, together with interest on it,
shall be additional rent.

        38.     LATE CHARGE

        Tenant acknowledges that late payment by Tenant to Landlord of rent will
cause Landlord to incur costs not contemplated by this lease, the exact amount
of such costs being extremely difficult and impracticable to fix. Such costs
include, without limitation, processing and accounting charges, and late charges
that may be imposed on Landlord by the terms of any encumbrance and note secured
by any encumbrance covering the premises. Therefore, if any installment of rent
due from Tenant is not received by Landlord when due, Tenant shall pay to
Landlord an additional sum of six percent (6%) of the overdue rent as a late
charge. The parties agree that this late charge represents a fair and reasonable
estimate of the costs that Landlord will incur by reason of late payment by
Tenant. Acceptance of any late charge shall not constitute a waiver of Tenant's
default with respect to the overdue amount, or prevent Landlord from exercising
any of the other rights and remedies available to Landlord.

                                       20
<PAGE>
     39.  CURING LANDLORD'S DEFAULT

     Landlord shall be in default of this Lease if it fails or refuses to
perform any provision of this lease that it is obligated to perform if
the failure to perform is not cured within thirty (30) days after notice of the
default has been given by Tenant to Landlord. If the default cannot
reasonably be cured within thirty (30) days, Landlord shall not be in default of
this lease if Landlord commences to cure the default within the 30-day period
and diligently and in good faith continues to cure the default.

     40.  RIGHT OF ENTRY

     Landlord and its authorized representatives shall have the right to enter
the premises at all reasonable times for any of the following purposes:

     (a)  To determine whether the premises are in good condition and whether
          Tenant is complying with its obligations under this lease;

     (b)  To do any necessary maintenance and to make any restoration to the
          premises that Landlord has the right or obligation to perform;

     (c)  To serve, post, or keep posted any notices required or allowed under
          the provisions of this lease.

     Notwithstanding the foregoing, the parties acknowledge that for purposes of
security for Tenant's banking operations, Tenant will require that any
inspection or entry by Landlord be accomplished upon 24 hours' notice, and in
the accompaniment of a Bank representative.

     41.  NOTICE

     Any notice, demand, request, consent, approval, or communication that
either party desires or is required to give to the other party or any other
person shall be in writing and either served personally or sent by pre-paid,
first class mail. Any notice, demand, request, consent, approval, or
communication that either party desires or is required to give to the other
party shall be addressed to the other party as follows:

Landlord                                Tenant

Pacific Management & Dev. Corp.         Mission Community Bank, N.A.
P.O. Box 3148                           697 Higuera St., Suite 'H'
Paso Robles, CA 93447                   San Luis Obispo, CA 93401

                                       21

<PAGE>
Either party may change its address by notifying the other party of the change
of address. Notice shall be deemed communicated within 48 hours from the time of
mailing if mailed as provided in this paragraph.

     42.  WAIVER

     No delay or omission in the exercise of any right or remedy of Landlord on
any default by Tenant shall impair such a right or remedy or be construed as a
waiver.

     The receipt and acceptance by Landlord of delinquent rent shall not
constitute a waiver of any other default; it shall constitute only a waiver of
timely payment for the particular rent payment involved.

     No act or conduct of Landlord, including, without limitation, the
acceptance of the keys to the premises, shall constitute an an acceptance of the
surrender of the premises by Tenant before the expiration of the term. Only a
notice from Landlord to Tenant shall constitute acceptance of the surrender of
the premises and accomplish a termination of the lease.

     Landlord's consent to or approval of any act by Tenant requiring Landlord's
consent or approval shall not be deemed to waive or render unnecessary
Landlord's consent to or approval of any subsequent act by Tenant.

     Any waiver by Landlord of any default must be in writing and shall not be a
waiver of any other default concerning the same or any other provision of the
lease.

     43.  RECORDABLE MEMORANDUM OF LEASE; QUITCLAIM DEED

     This lease shall not be recorded except that if either party requests the
other party to do so, the parties shall execute and record a memorandum of lease
which shall be recorded no earlier than the Commencement Date.

     Tenant shall execute and deliver to Landlord on the expiration or
termination of this lease, immediately on Landlord's request, a quitclaim deed
to the premises, in recordable form, designating Landlord as transferee.

     44.  ESTOPPEL CERTIFICATE/EFFECT OF SALE OR TRANSFER OF PREMISES/ATTORNMENT

               (a)  Tenant shall at any time upon not less than ten (10) days'
                    prior written notice from Landlord execute, acknowledge,
                    and deliver to Landlord a statement in writing:

                    (i)  certifying that this lease is unmodified and

                                       22
<PAGE>

    in full force, or if modified stating the nature of the modification and
    certifying that this Lease, as so modified, is in full force;

             (ii) stating the date to which the rent and other charges are paid
    in advance, if any;

             (iii) acknowledging that there are not, to the certifying party's
    knowledge, any uncured defaults on the part of any party, or if there are
    uncured defaults, specifying the nature of the defaults, and

             (iv) certifying any other information about the Lease as may be
    reasonably required by the requesting party.

    Any such statement may be conclusively relied upon by any prospective
purchaser or encumbrancer of the Project.

        (b)  At the Landlord's option, the failure to deliver such statement
within such time shall be a material default of this Lease by the Tenant,
without any further notice to such party, or it shall be conclusive upon such
party that

             (i) this Lease is in full force and effect without modification
    except as may be represented by the Landlord,

             (ii) there are no uncured defaults in Landlord's performance under
    the Lease, and

             (iii) not more than one month's rent has been paid in advance.

        (c)  If Landlord sells or transfers all or any portion of the premises,
Landlord, on consummation of the sale or transfer, shall be released from any
future liability thereafter accruing under this lease, but the lease shall
continue with the same force and effect as if the new owner of the property had
entered into the lease with Tenant under the same provisions as those contained
in the lease, and the terms of the lease and Tenant's leasehold estate shall not
be terminated, disturbed, or adversely affected, except as according to the
lease. If any security deposit or prepaid rent has been paid by Tenant, Landlord
may transfer the security deposit or prepaid rent to Landlord's successor and on
such transfer Landlord shall be discharged from any further liability in
reference to the security deposit or prepaid rent.

    45.  ATTORNEYS' FEES

    If either party becomes a party to litigation concerning this lease, the
premises, or the building or other improvements

                                       23

<PAGE>

in which the premises are located, by reason of any act or omission of the other
party or its authorized representatives, and not by any act or omission of its
authorized representatives, the party that causes the other party to become
involved in the litigation shall be liable to that party for reasonable
attorneys' fees and court costs incurred by it in the litigation.

    If either party commences an action against the other party arising out of
or in connection with this lease, the prevailing party shall be entitled to have
and recover from the losing party reasonable attorneys' fees and costs of suit.

    46. SURRENDER OF PREMISES' HOLDING OVER

    On expiration of five (5) days after termination of the term, Tenant shall
surrender to Landlord the premises and all Tenant's improvements and alterations
in good condition (except for ordinary wear and tear occurring after the last
necessary maintenance made by Tenant and destruction to the premises covered in
this agreement, and except for alterations that Tenant has the right to remove
or is obligated to remove under the provisions of this agreement). Tenant shall
remove all its personal property within the above stated time. Tenant shall
perform all restoration made necessary by the removal of any alterations of
Tenant's personal property within the time periods stated in this paragraph.

    Landlord may elect to retain or dispose of in any manner any alterations or
Tenant's personal property that Tenant does not remove from the premises on
expiration or termination of the term as allowed or required by this lease by
giving at least ten (10) day's notice to Tenant. Title to any such alterations
or Tenant's personal property that Landlord elects to retain or dispose of on
expiration of the 10-day period shall vest in Landlord. Tenant waives all claims
against Landlord for any damage to Tenant resulting from Landlord's retention or
disposition of any such alterations of Tenant's personal property. Tenant shall
be liable to Landlord for Landlord's costs for storing, removing, and disposing
of any alterations or Tenant's personal property.

    If Tenant fails to surrender the premises to Landlord on expiration or five
(5) days after termination of the term as required by this paragraph, Tenant
shall hold Landlord harmless from all damages resulting from Tenant's failure
to surrender the premises, including, without limitation, claims made by a
succeeding tenant resulting from Tenant's failure to surrender the premises.

    If Tenant, with Landlord's consent, remains in possession of the premises
after expiration or termination of the term, or after the date in any notice
given by Landlord to Tenant

                                       24
<PAGE>
terminating this lease, such possession by Tenant shall be deemed to be a
month-to-month tenancy terminable on (thirty) 30 day's notice given at any time
by either party. During any such month-to-month tenancy, Tenant shall pay all
rent required by this lease. All provisions of this lease except those
pertaining to term and option to extend shall apply to the month-to-month
tenancy.

     47.  ENVIRONMENTAL COMPLIANCE

          a. USE OF THE PREMISES. Tenant shall use the premises solely for and
shall conduct and/or allow only the activities set forth in this Lease, and
shall not use or allow the use of the premises for any other purpose without
obtaining the prior written consent of the Landlord, which consent shall not be
unreasonably withheld. Tenant shall not use or allow the use of the premises in
a manner which may cause Hazardous Materials (as defined below) to be released
or to become present on, under or about the premises or other properties in the
vicinity of the premises.

          b.   TENANT'S ENVIRONMENTAL COMPLIANCE.

               (i) Tenant and Tenant's employees, agents, customers, visitors,
     invitees, licensees, contractors, designees or sublessees (collectively,
     "Tenant's Parties") shall not, at any time during the term or any extension
     term, cause or permit any Hazardous Materials to be brought upon, stored,
     manufactured, generated, blended, handled, recycled, treated, disposed, or
     used on, under or about the premises for any purpose. This shall not
     prohibit the normal use of products customarily used in the operation of a
     restaurant such as approved cleaning products.

               (ii) During the term and any extension term, Tenant shall be
     solely responsible for protecting against intentional or negligent acts or
     omissions of third parties that might result directly or indirectly in the
     release, disposal or other placement of Hazardous Materials on, under or
     about the premises other than actions by Landlord, its agents, employees or
     other tenants.

               (iii) Tenant shall keep, operate and maintain the premises in
     compliance with all, and shall not cause or permit the premises to be in
     violation of any Environmental Laws (as defined below) except that Tenant
     shall not be responsible for conditions preexisting Tenant's occupancy of
     the premises.

          c.   REMEDIATION.

              (i) If any Hazardous Materials are released or


                                       25

<PAGE>

     found on, under or about the premises (except for conditions pre-existing
     Tenant's occupancy of the premises), Tenant shall promptly take all
     actions, at its sole expense, necessary to return the premises to the
     conditions existing prior to the introduction of such Hazardous Materials
     before Tenant's occupancy in accordance with Environmental Laws and the
     requirements of all Agencies, provided that (unless an emergency situation
     exists that requires immediate action), Tenant's written approval of such
     actions shall first be obtained, which approval shall not be unreasonably
     withheld. Landlord's right of prior approval shall include, but is not
     limited to, the selection of any environmental consultant to perform work
     on or related to the premises, the scope of work and sampling activities to
     be performed by such consultant, and review and approval of all draft
     reports prepared by such consultant before the report is submitted to the
     applicable regulatory agencies. Tenant also shall promptly provide Landlord
     with the results of any test, investigation or inquiry conducted by or on
     behalf of Tenant and/or Tenant's Parties in connection with the presence or
     suspected presence of Hazardous Materials on, under, about or from the
     premises. Tenant shall notify Landlord in advance and afford Landlord the
     right to participate in any oral or written communications with regulatory
     agencies concerning environmental conditions on or arising from the
     premises. Landlord shall have the right, but not the obligation, in its
     sole discretion, to assume control of any required remediation on the
     premises at Landlord's expense.

              (ii) If Landlord has reason to believe that Tenant and/or Tenant's
     Parties has caused or permitted a release of Hazardous Materials which
     results in or threatens to result in Hazardous Materials becoming present
     on, under or about the premises, threatens public health or safety or the
     environment, or is in noncompliance with any applicable Environmental Law
     or requirement of this paragraph 47, Landlord may demand that Tenant
     promptly take action with respect thereto in accordance with this
     subparagraph c. of paragraph 47. If Tenant does not respond within thirty
     (30) days, (unless there is an emergency, in which case Tenant shall
     respond as soon as practicable but not more than three (3) days), Landlord
     shall have the right, but not the obligation, to enter onto the premises
     and take all actions reasonably necessary to investigate and fully
     remediate such release or noncompliance at Tenant's sole expense, which
     sums shall be immediately due and payable to Landlord as additional rent
     upon receipt of an invoice therefor.

          d.   DEFINITIONS.

               (i) "Hazardous Material(s)" means any chemical, substance,
          material, controlled substance, object,


                                       26
<PAGE>

    condition, waste, living organism or combination thereof which is or may be
    hazardous to human health or safety or to the environment due to its
    radioactivity, ignitability, corrosivity, reactivity, explosivity, toxicity,
    carcinogenicity, mutagenicity, phytotoxicity, infectiousness or other
    harmful or potentially harmful properties or effects, including, without
    limitation, petroleum and petroleum products, asbestos, radon,
    polychlorinated biphenyls (PCBS) and all of those chemicals, substances,
    materials, controlled substances, objects, conditions, wastes, living
    organisms or combinations thereof which are now or become in the future
    listed, defined or regulated in any manner by any Environmental Law based
    upon, directly or indirectly such properties or effects.

             (ii) "Environmental Laws" means any and all federal, state or local
    environmental, health and/or safety-related laws, regulations, standards,
    decisions of the courts, ordinances, rules, codes, orders, decrees,
    directives, guidelines, permits or permit conditions, currently existing and
    as amended, enacted, issued or adopted in the future which are or become
    applicable to Tenant or the premises.

             (iii) "Agency" or "Agencies" means any and all federal, state or
    local governmental authorities, agencies or other administrative bodies with
    jurisdiction over Tenant or the premises.

    48. SIGNAGE

    Tenant shall not place or permit to be placed, any sign, marquee, awning,
decoration, or other attachment on or to the roof, canopy, store front, windows
(inside or outside), doors (inside or outside), or exterior walls of the
premises, or at any other location in or adjacent to the building in which the
premises are located, except with the prior written consent of Landlord.
Landlord may, without liability to Tenant, enter onto the premises and remove
any sign, marquee, awning, decoration or attachment affixed in violation of
this section, and Tenant agrees to pay the cost of any such removal. Tenant
shall not use any advertising medium that can be heard or experienced outside
the premises, including without limitation, flashing lights, search lights, loud
speakers, phonographs, radios, or television. Tenant shall not display, paint,
or place, or cause to be displayed, painted or placed, any hand bills, bumper
stickers, or other advertising devices in the common areas of the building in
which the premises are located, or on any vehicle parked in any parking area
adjacent to said building, nor shall Tenant distribute or cause to be
distributed in the center any hand bills or other advertising devices.


                                       27
<PAGE>


    49. QUIET ENJOYMENT. Landlord covenants and agrees with Tenant that upon
Tenant's observing and performing all of the terms, covenants and conditions on
Tenant's part to be observed and performed hereunder, Tenant may peaceably and
quietly occupy and enjoy the Premises without hinderance or molestation from
Landlord or any other persons.

    50. MISCELLANEOUS PROVISIONS

         (a) Time is of the essence of each provision of this lease.

         (b) Whenever consent or approval of either party is required, that
party shall not unreasonably withhold such consent or approval.

         (c) If either party is a corporation, that party shall deliver to the
other party on execution of this lease a certified copy of a resolution of its
board of directors authorizing the execution of this lease and naming the
officers that are authorized to execute this lease on behalf of the corporation.

         (d) This lease shall be binding on and inure to the benefit of the
parties and their successors, except as provided in the paragraph entitled
"Prohibition Against Voluntary Assignment, Subletting, and Encumbering."

         (e) Rent and all other sums payable under this lease must be paid in
lawful money of the United States of America.

         (f) Each party represents that it has not had dealings with any real
estate broker, finder, or other person, with respect to this lease in any
manner. Each party shall hold harmless the other party from damages resulting
from any claims that may be asserted against the other party by any broker,
finder, or other person, with whom the other party has or purportedly has dealt.

         (g) All exhibits referred to are attached to this lease and
incorporated by reference.

         (h) This lease shall be construed and interpreted in accordance with
the laws of the state of California.

         (i) This lease contains all the agreements of the parties and cannot be
amended or modified except by a written agreement.

         (j) The definitions contained in this lease shall be used to interpret
this lease.

         (k) The captions and the table of contents of this


                                       28

<PAGE>
lease shall have no effect on its interpretation.

          (l)  When required by the context of this lease, the singular shall
               include the plural.

          (m)  "Party" shall mean Landlord or Tenant; and if more than one
               person or entity is Landlord or Tenant, the obligations imposed
               on that party shall be joint and several.

          (n)  The unenforceability, invalidity, or illegality of any provision
               shall not render the other provisions unenforceable, invalid, or
               illegal.

                                       LANDLORD

                                       PACIFIC MANAGEMENT & DEVELOPMENT CORP.

               Dated: 8/01/1998        By: /s/ [ILLEGIBLE]
                                          ----------------------------------

                                       TENANT

                                       MISSION COMMUNITY BANK, N.A.

               Dated: 8/04/1998        By:  /s/ [ILLEGIBLE]
                                          ----------------------------------



                                       29

<PAGE>

[FLOOR PLAN]

                                       30

<PAGE>
                                ADDENDUM TO LEASE

     This Addendum to Lease ("Addendum") constitutes part of that lease
("Lease") dated as of August 1, 1998, between Pacific Management & Development
Corporation, as Landlord, and Mission Community Bank, N.A., as Tenant, for those
certain premises located at 1226 Park Street, Paso Robles, California. The terms
of this Addendum are incorporated in the Lease for all purposes. All capitalized
terms not otherwise defined in this Addendum are defined by the terms of the
Lease.

     Paragraph 48 of the Lease is hereby supplemented to confirm that Tenant
shall be entitled to place signage on the awning in front of the Tenant's
premises in the size and format shown on Exhibit "A" hereto. Landlord reserves
the right to approve the colors of any such signage, and the parties agree that
upon the termination of the Lease, Tenant will replace the awning in its
entirety with a new awning, free of any signage, at Tenant's sole cost and
expense. Should Tenant fail to replace the awning within five days from the
termination of this Lease, Landlord may do so at Tenant's cost.

     Unless modified by this Addendum, each item of the Lease remains unamended
and in full force. The parties have executed this Addendum as of the date of the
Lease.

                                       LANDLORD

                                       PACIFIC MANAGEMENT & DEVELOPMENT CORP.

                                       By: /s/ [ILLEGIBLE]
                                          ----------------------------------

                                       TENANT

                                       MISSION COMMUNITY BANK, N.A.

                                       By:  /s/ [ILLEGIBLE]
                                          ----------------------------------