Exhibit
          2.3
 AMENDMENT
          NO. 1 TO
 STOCK
          PURCHASE AGREEMENT
 
 
 THIS
          AMENDMENT NO. 1 TO STOCK PURCHASE
          AGREEMENT (“AMENDMENT”) is
          made
          and entered into this October 5, 2007, by and among Capital Corp of the
          West, a
          California bank holding company (“Buyer”), Bay View Funding, a California
          corporation, and Vince Narez.
 
 In
          accordance with Section 11.1 of the
          Stock Purchase Agreement by and among the parties dated July 20,
          2007:
 
 1.  Section
          3.1 of such Stock Purchase Agreement is hereby amended to read in its entirety
          as follows:
 
 3.1  Closing
          Date.  The closing date with respect to the transactions
          provided for in this Agreement shall be October 1, 2007 (the “Closing
          Date”).
 
 2.  Paragraph
          1 of Exhibit 2.2 of such Stock Purchase Agreement is hereby amended to
          read in
          its entirety as follows:
 
 1.  There
          will be a payment at Closing (the “Closing Payment”) in an amount equal to 85%
          of 3.25 times the trailing twelve months earnings of Company before interest,
          taxes, depreciation and amortization (the “EBITDA”) as calculated as of April
          30, 2007 at $4,225,044.54.  Such Closing Payment shall be payable in
          the form of cash and promissory notes as follows:
  (a)
                Shareholder
                    Vince Narez shall receive a promissory note from Buyer in the
                    amount of
                    three million two hundred fifty thousand dollars
                    ($3,250,000.00);
   (b)
                Shareholder
                    Edward H. Sondker, Trustee under the Edward H. Sondker Revocable
                    Trust,
                    shall receive a promissory note from Buyer in the amount of two-hundred
                    fifty thousand dollars ($250,000);
   (c)
                Shareholder
                    Matthew Carpenter shall receive a promissory note from Buyer
                    in the amount
                    of two- hundred fifty thousand dollars
                    ($250,000.00);
   (d)
                Shareholder
                    Howard Koenig shall receive a promissory note from Buyer in the
                    amount of
                    two-hundred fifty thousand dollars
                    ($250,000.00).
   (e)
                The
                    remainder of the Closing Payment shall be paid by Buyer in cash
                    pursuant
                    to Exhibit
                    X to this Amendment.
  
 
 
 Said
          EBITDA could be subjected to certain adjustments for non-recurring items,
          extraordinary revenue and expenses, and known material changes each as
          identified during the due diligence process and mutually agreed to by the
          parties in writing prior to the Closing.  The parties expressly agree
          that no allocation of expenses or overhead from Buyer will be included
          unless
          mutually agreed in writing by both parties prior to the Closing.  For
          purposes of the computations detailed in sections 3 and
          4
          below, the Earn Out calculations begin the day following the Closing
          Date.  Set forth in
          Attachment 2.2 are examples of the calculation of EBITDA for illustrative
          purposes.
 
 3.  No
          other
          changes are intended with respect to the Stock Purchase Agreement or any
          Exhibits thereto.
 
 The
          undersigned, intending to be legally bound hereby, have duly executed and
          delivered this Amendment as of the date first above written.
 
 
 CAPITAL
          CORP OF THE WEST
 
 
 
 BY:/s/   Thomas
          T.
          Hawker
 Thomas
          T. Hawker
 President
&
Chief
          Executive
          Officer
 
 
 BAY
          VIEW FUNDING
 
 
 
 BY:/s/    Vince
          Narez
 Vince
          Narez
 President
&
Chief
          Executive
          Officer
 
 
 
 SHAREHOLDER
          REPRESENTATIVE:BY:/s/    Vince
          Narez
 Vince
          Narez