**STOCK
      PURCHASE AGREEMENT**



















**CAPITAL
      CORP OF THE WEST**









**AS
      “BUYER”**



















**BAY
      VIEW FUNDING**









**AS
      “COMPANY”**














**AND**




**VINCE
      NAREZ**




**AS
      “SHAREHOLDER REPRESENTATIVE”**












TABLE
            OF
            CONTENTS
  Page


ARTICLE
                1
            DEFINITIONS
            1ARTICLE
                2
            SALE
                OF STOCK BY SHAREHOLDERS
            42.2
            Purchase
                Price
            4ARTICLE
                3
            CLOSING
            43.1
            Closing
                Date
            43.2
            Delivery
                of Share Certificates
            43.3
            Payment
            4ARTICLE
                4
            REPRESENTATIONS
                AND WARRANTIES OF SHAREHOLDERS
            54.1
            Company
                Shares
            54.2
            Authority
            54.3
            Noncontravention
            54.4
            No
                Agreement to Sell Company Shares
            54.5
            Broker’s
                Fees
            64.6
            Investment
                Representation
            6ARTICLE
                5
            REPRESENTATIONS
                AND WARRANTIES OF COMPANY
            65.1
            Organization;
                Power; Good Standing
            65.2
            Licenses
                and Permits
            65.3
            Subsidiaries;
                Capital Stock; Financial Shareholders.
            75.4
            Authority
                Relative to Agreement
            85.5
            Noncontravention
            85.6
            No
                Other Agreements
            85.7
            Undisclosed
                Liabilities
            85.8
            Absence
                of Certain Changes or Events
            95.9
            Tax
                Matters.
            115.10
            Environmental
                Matters
            125.11
            Transactions
                with Management
            135.12
            Company
                Filings
            135.13
            Accuracy
                of Information Supplied
            135.14
            Litigation
            145.15
            Insurance
            145.16
            Bonds
            145.17
            Title
                to Assets other than Real Property
            145.18
            Real
                Property
            155.19
            Material
                Contracts
            155.20
            Employees;
                Employee Benefit Plans; ERISA.
            165.21
            Powers
                of Attorney
            195.22
            Tangible
                Personal Property Other than Inventory
            205.23
            Intangible
                Personal Property.
            205.24
            Compliance
                with Law
            215.25
            No
                Undisclosed Liabilities
            215.26
            Other
                Material Circumstances
            215.27
            Conflicts
                of Interest
            215.28
            Accounts
                Receivable
            225.29
            Statement
            225.30
            Condition
                of Assets
            225.31
            Title
                to Properties; Encumbrances
            225.32
            Major
                Customers and Suppliers
            225.33
            Broker’s
                Fees
            235.34
            Guaranties
            235.35
            Officers
                and Directors
            235.36
            Bank
                Accounts
            235.37
            Other
                Information
            23ARTICLE
                6
            REPRESENTATIONS
                AND WARRANTIES OF BUYER
            236.1
            Organization;
                Power; Good Standing; Regulation
            236.2
            Authority
                Relative to Agreement
            236.3
            Financial
                Capacity
            23ARTICLE
                7
            TRANSACTIONS
                PRIOR TO THE CLOSING
            247.1
            Access
                to Information
            247.2
            Conduct
                of Company’s Business Pending the Closing
            247.3
            Consents
            267.4
            Applications
            267.5
            Tail
                Insurance
            26ARTICLE
                8
            CONDITIONS
                PRECEDENT TO THE OBLIGATIONS OF SHAREHOLDERS
            278.1
            Accuracy
                of Representations and Warranties
            278.2
            Performance
                of Agreements
            27ARTICLE
                9
            CONDITIONS
                PRECEDENT TO OBLIGATIONS OF BUYER
            279.1
            Accuracy
                of Representations and Warranties
            279.2
            Performance
                of Agreements
            279.3
            Resolutions
                of Board of Directors
            279.4
            Company’s
                Certificate
            279.5
            Actions;
                Proceedings
            289.6
            Consents
            289.7
            Financial
                Statements
            299.8
            Regulatory
                Approvals
            299.9
            Employment
                Agreements
            299.10
            Director
                Resignations
            299.11
            Stock
                Certificates
            299.12
            Agreements
                Not to Compete
            299.13
            Other
                Deliverables
            299.14
            Due
                Diligence; No Material Adverse Changes
            29ARTICLE
                10
            CONDITIONS
                PRECEDENT FOR ALL PARTIES
            3010.1
            Regulatory
                Approvals
            3010.2
            No
                Action or Proceeding
            30ARTICLE
                11
            TERMINATION,
                AMENDMENTS AND WAIVERS
            3011.1
            Termination
            3011.2
            Effect
                of Termination; Survival
            3111.3
            Liquidated
                Damages; Cancellation Fee.
            31ARTICLE
                12
            NATURE
                AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
                INDEMNIFICATION
            3212.1
            Indemnification
                by Shareholders and Company.
            3212.2
            Indemnification
                by Buyer
            3212.3
            Limitations
                on Indemnification
            3312.4
            Notification
            3312.5
            Set-Off
            33ARTICLE
                13
            MISCELLANEOUS
            3313.1
            Waivers
                and Amendments
            3313.2
            Expenses
            3313.3
            Occurrences
                of Conditions Precedent
            3313.4
            Press
                Releases; Confidentiality
            3313.5
            Notices
            3413.6
            Binding
                Effect; Benefits
            3513.7
            Non-assignability
            3513.8
            Applicable
                Law
            3513.9
            Attorney’s
                Fees
            3513.10
            Section
                and Other Headings
            3513.11
            Counterparts
            3513.12
            Effect
                of Investigation
            36ARTICLE
                14
            POST
                PURCHASE COMPANY COVENANTS
            3614.1
            Special
                Bonus Pool
            36










**STOCK
      PURCHASE AGREEMENT**




THIS
      STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into this
      __________, 2007, by and among Capital Corp of the West, a California bank
      holding company (“Buyer”), Bay View Funding, a California corporation
      (“Bay View”), and with respect to Article 10, Vince Narez
      (“Shareholder Representative”).




WHEREAS,
      Buyer desires to purchase all of the outstanding shares of the Bay View’s
      capital stock from the Shareholders pursuant to the terms and conditions set
      forth in this Agreement.




NOW,
      THEREFORE, in consideration of the promises, covenants and agreements
      hereinafter set forth, the receipt and sufficiency of which is hereby
      acknowledged by both parties, and intending to be legally bound hereby, the
      parties hereto agree as follows:




***ARTICLE
      1***




*DEFINITIONS*




As
      used
      in this Agreement, the following terms shall have the meanings set forth
      below:




“Acquisition
      Event” shall mean that, prior to the termination of this Agreement, the
      Company shall have authorized, recommended, or shall have entered into a letter
      of intent, an agreement-in-principle or a definitive agreement with any Person
      (other than Buyer or any of its Affiliates) to effect, an Acquisition
      Transaction.  As used herein, the term “Acquisition
      Transaction” shall mean (i) a merger or consolidation of the Company with
      another entity, (ii) the disposition, by sale, lease, exchange, dissolution
      or
      liquidation, or otherwise, of all or substantially all of the assets of Company
      or any asset or assets of Company the disposition or lease of which would have
      a
      Material Adverse Effect; or (iii) the issuance, sale or other disposition by
      Shareholders or Company (including, without limitation, by way of merger,
      consolidation, share exchange or any similar transaction) of shares of Common
      Stock, Preferred Stock or other stock, securities or other interests of Company,
      or the grant of any option, warrant or other right to acquire shares of Common
      Stock, Preferred Stock or other stock, securities or other interests of
      Company.




“Acquisition
      Proposal” shall have the meaning given such term in Section
      6.2(p).




“Affiliate”
      or “affiliate” shall mean, with respect to any other Person, any Person
      that, directly or indirectly, controls or is controlled by or is under common
      control with such Person.




“Bay
      View” shall mean Bay View Funding, a California corporation.




“Buyer”
      shall mean Capital Corp of the West, a California bank holding
      corporation.




“Benefit
      Arrangement” shall have the meaning given such term in Section
      4.20.




-1-




“Business
      Day” shall mean any day, other than a Saturday, Sunday or any other day,
      such as a legal holiday, on which California state banks in California are
      not
      open for substantially all their banking business.




“California
      Corporations Code” shall mean the General Corporation Law of the State of
      California.




“Closing”
      shall have the meaning given to such term in Section 3.1.




“Closing
      Date” shall have the meaning given to such term in Section
      3.1.




“Common
      Stock” shall mean the shares of common stock of Bay View, no par value per
      share.




“Company”
      shall mean, collectively, Bay View and CSNK.




“Company
      Financial Statements” shall have the meaning given such term in Section
      4.3.




“Company
      Filings” shall have the meaning given such term in Section
      4.12.




“CSNK”
      shall mean CSNK Working Capital Finance Corp., a California corporation, which
      is a wholly owned Subsidiary of Bay View.




“DOC”
      shall mean the California Department of Corporations.




“Default”
      shall mean, as to any party to this Agreement, a failure by such party to
      perform, in any material respect, any of the agreements or covenants of such
      party contained in Article 6.




“EBITDA”
      shall have the meaning set forth on Exhibit 2.2 attached
      hereto.




“ERISA”
      shall mean the Employee Retirement Income Security Act of 1974, as
      amended.




“Exchange
      Act” shall mean the Securities Exchange Act of 1934, as
      amended.




“Federal
      Reserve Board” shall mean the Board of Governors of the Federal Reserve
      System.




“GAAP”
      shall mean generally accepted accounting principles as adopted and applied
      in
      the United States of America.




“Governmental
      Entity” shall mean any court, federal, state, local or foreign government or
      any administrative or regulatory agency or commission or other governmental
      authority or instrumentality whatsoever.




“IRC”
      shall mean the Internal Revenue Code of 1986, as amended.




-2-




“Knowledge”
      shall mean, with respect to any representation or warranty contained in this
      Agreement: as to Company, the actual knowledge, of any director or executive
      officer of Company; as to Buyer, the actual knowledge, of any director or
      executive officer of Buyer; and as to the Shareholders, the actual knowledge,
      of
      each such Shareholder.




“Letter
      of Transmittal” shall have the meaning given to such term in Section
      7.12.




“Liens”
      shall have the meaning given to such term in Section 2.1.




“Material
      Adverse Effect” shall mean a material adverse effect: (i) on the business,
      assets, results of operations, financial condition or prospects of a Person
      and
      its subsidiaries, if any, taken as a whole (unless specifically indicated
      otherwise); or (ii) on the ability of a Person that is a party to this Agreement
      to perform its obligations under this Agreement or to consummate the
      transactions contemplated by this Agreement.




“Nasdaq”
      shall mean The Nasdaq Marketplace and the rules and regulations promulgated
      thereunder.




“Net
      Revenues” shall have the meaning given to such term in Exhibit
      2.2.




“Preferred
      Stock” shall mean the shares of preferred stock of Bay View, no par value
      per share.




“Purchase
      Price” shall have the meaning given to such term in Section
      2.2.




“Purchased
      Shares” shall have the meaning given to such term in Section
      2.1.




“Persons”
      or “persons” shall mean an individual, corporation, partnership, limited
      liability company, joint venture, trust or unincorporated organization,
      Governmental Entity or any other legal entity whatsoever.




“Regulatory
      Approval” shall mean the Federal Reserve Board approval, California
      Department of Corporations approval and Nasdaq compliance (and, if appropriate,
      approval) required to permit the parties to consummate the transactions
      contemplated by the Agreement.




“Regulatory
      Authority” shall mean any Governmental Entity, the approval of which is
      legally required for transactions contemplated by this Agreement.




“Requisite
      Regulatory Approvals” shall have the meaning given such term in Section
      7.8.




“Returns”
      shall mean all returns, declarations, reports, statements, declarations of
      estimate taxes, claims for refunds, information returns and statements, and
      any
      other documents required to be filed with respect to Taxes, including any
      schedule or attachment thereto and any amendment thereof, and the term
“Return” means any one of the foregoing Returns.




“Shareholders”
      shall mean the holders of all of the issued and outstanding capital stock of
      Bay
      View, a list of whom is set forth on Schedule 4.3(b) attached
      hereto.




-3-




“Subsidiary”
      shall mean, with respect to any corporation (the “parent”), any other
      corporation, association or other business entity of which more than 50% of
      the
      shares of the voting stock are owned or controlled, directly or indirectly,
      by
      the parent or by one or more Subsidiaries of the parent, or by the parent and
      one or more of its Subsidiaries in the aggregate.




“Taxes”
      shall mean all federal, state, local and foreign net income, gross income,
      gross
      receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease,
      service, service use, withholding, payroll, employment, excise, severance,
      stamp, occupation, premium, property, windfall profits, customs, duties, or
      other taxes, together with any interest and any penalties, additions to tax,
      or
      additional amounts with respect thereto, and the term “Tax” means any one
      of the foregoing Taxes.




“USPTO”
      shall mean the United States Patent and Trademark Office and its affiliated
      offices.




***ARTICLE
      2***




*SALE
      OF STOCK BY SHAREHOLDERS*




2.1  **Sale
      of Stock by Company**.  Upon the terms and subject to the
      conditions set forth in this Agreement, at the Closing effective as of the
      Closing Date, each and all of the Shareholders shall sell, convey, assign,
      transfer and deliver to Buyer, and Buyer shall purchase and acquire from the
      Shareholders, free and clear of any and all liens, claims, charges, security
      interests, encumbrances and restrictions of any kind whatsoever (except for
      restrictions under the Securities Act of 1933, as amended) (“Liens”) all
      of the issued and outstanding shares of Bay View’s Common Stock owned
      immediately prior to the Closing Date ("Purchased Shares”).




2.2  **Purchase
      Price**.  Subject to Section 2.3 and Section
      2.4, the purchase price (“Purchase Price”) for the Purchased Shares
      shall be computed and paid in accordance with the pricing and payment provisions
      set forth on Exhibit 2.2.




2.3  **Holdback**.  An
      amount equal to ten percent (10%) of the portion of the Purchase Price
      calculated pursuant to Sections 1 and 2 of Exhibit 2.2 (the “Holdback
      Amount”) shall be retained by Buyer pending the determination each of
      Company’s and Shareholders’ indemnification obligations, if any, as set forth in
Section 10.1.  On the second anniversary of the Closing Date,
      the Holdback Amount, less any amounts set-off pursuant to Section 10.5,
      shall be paid to the Shareholders in proportion to their respective percentage
      ownership interests in Bay View’s Common Stock as set forth in Schedule
      4.3(b).




2.4  **Installment
      Payment**.  An amount equal to five percent (5%) of the
      portion of the Purchase Price calculated pursuant to Sections 1 and 2 of
Exhibit 2.2 (the “Installment Payment”) shall be retained by the
      Buyer until the first anniversary of the Closing Date and shall be paid to
      the
      Shareholders in proportion to their respective percentage ownership interests
      in
      Bay View’s Common Stock as set forth in Schedule 4.3(b).




-4-




***ARTICLE
      3***




*CLOSING*




3.1  **Closing
      Date**.  The closing with respect to the transactions
      provided for in this Agreement (the “Closing”) shall take place on the
      last calendar day of the calendar month in which receipt of final Requisite
      Regulatory Approvals takes place, and in no case later than October 31,
      2007.  The day upon which the Closing occurs shall be the “Closing
      Date.”









3.2  **Delivery
      of Share Certificates**.  At the Closing, the Shareholders
      shall deliver to Buyer share certificates evidencing ownership of the Purchased
      Shares.




3.3  **Payment**.  The
      payment required under Section 2.2 above shall be paid to each of the
      Shareholders at the Closing, pro-rata, by check or wire transfer, as Buyer
      may
      elect.




***ARTICLE
      4***




*REPRESENTATIONS
      AND WARRANTIES OF COMPANY*




Company
      hereby represents and warrants to Buyer as of the date hereof, and as of the
      Closing, as follows:




4.1  **Organization;
      Power; Good Standing**.  Company is a corporation duly
      organized, validly existing and in good standing under the laws of the State
      of
      California.  Company has all requisite corporate power and authority
      to own, operate and lease its properties, to carry on its business as now being
      conducted and to enter into this Agreement and perform its obligations
      hereunder.  Company has furnished to the Buyer true, correct and
      complete copies of Company’s Articles of Incorporation, as amended and as in
      effect on the date hereof (the “Articles of Incorporation”), and
      Company's Bylaws, as amended and as in effect on the date hereof (the
“Bylaws”).  The minute books (containing the records of
      meetings of the shareholders, the board of directors, and any committees of
      the
      board of directors of the Company), the stock certificate books, and the stock
      record books of Company are correct and complete.  Company is not in
      default under or in violation of any provision of its Articles of Incorporation
      or Bylaws.  Company maintains and operates offices in the locations
      set forth in Schedule 4.1.  Except as set forth in Schedule
      4.1, neither the scope of the business of Company nor the location of any
      of
      its respective employees, operations or properties requires that Company be
      licensed or qualified to conduct business in any jurisdiction other than the
      State of California, where the failure to be so licensed and qualified would
      have a Material Adverse Effect on Company.




4.2  **Licenses
      and Permits**.  Company and its Affiliates have all
      material licenses, certificates, franchises, rights and permits that are
      necessary for the conduct of Company’s business, and such licenses are in full
      force and effect, except for any failure to be in full force and effect that
      would not, individually or in the aggregate, have a Material Adverse Effect
      on
      Company or on the ability of Company to consummate the transactions contemplated
      by this Agreement.  The properties, assets, operations and businesses
      of Company are and have been maintained and conducted, in all material respects,
      in compliance with all applicable licenses, certificates, franchises, rights
      and
      permits.  The Company’s licenses and expiration dates of such licenses
      are set forth in Schedule 4.2.




-5-




4.3  **Subsidiaries;
      Capital Stock; Financial Statements**.




(a)  Except
      for CSNK, Bay View has no, and has never had any,
      Subsidiaries.  Company does not own or have a right to acquire the
      equity securities of any Person.




(b)  The
      authorized capital stock of Bay View consists of 1,000,000 shares of Common
      Stock, of which 480,271 shares are outstanding.  Bay View has no other
      classes of stock authorized or outstanding.  All of such shares issued
      and outstanding have been duly authorized, are validly issued, fully paid for
      and non-assessable, and are held of record and legally and beneficially owned
      by
      the respective Shareholders as set forth in Schedule
      4.3(b).  Bay View holds no shares of its Common Stock or Preferred
      Stock in its treasury.  There are no outstanding or authorized
      subscriptions, options, warrants, calls, rights, commitments or any other
      agreements of any character obligating Bay View to issue any additional shares
      of its Common Stock, Preferred Stock or any other stock, securities or interests
      of Bay View or any securities convertible into, or evidencing the right to
      subscribe for any shares of its Common Stock or Preferred Stock or any other
      stock, securities or interests of Bay View. There are no voting trusts or any
      other agreements or understandings with respect to the voting capital stock
      of
      Bay View.  There are no outstanding or authorized stock appreciation,
      phantom stock, profit participation, or similar rights with respect to Bay
      View.




(c)  The
      authorized capital stock of CSNK consists of 1,000 shares of common stock,
      of
      which 1,000 shares are outstanding.  Bay View directly owns one
      hundred percent of the ownership interests in CSNK, free and clear of any and
      all liens, claims, charges, security interests, encumbrances and restrictions
      of
      any kind whatsoever or any other limitation or restriction.  All of
      such shares issued and outstanding have been duly authorized, are validly
      issued, fully paid for and non-assessable, and are held of record and legally
      and beneficially owned by Bay View.  CSNK holds no shares of its
      capital stock in its treasury.  There are no outstanding or authorized
      subscriptions, options, warrants, calls, rights, commitments or any other
      agreements of any character obligating Bay View or CSNK to issue any additional
      shares of CSNK’s common stock or any other stock, securities or interests of
      CSNK or any securities convertible into, or evidencing the right to subscribe
      for any shares of CSNK’s common stock or any other stock, securities or
      interests of CSNK. There are no voting trusts or any other agreements or
      understandings with respect to the voting capital stock of
      CSNK.  There are no outstanding or authorized stock appreciation,
      phantom stock, profit participation, or similar rights with respect to
      CSNK.




(d)  Attached
      hereto as Exhibit 4.3(d) are the following financial statements
      (collectively the “Company Financial Statements”): (i) audited
      consolidated and consolidating balance sheets and statements of income, changes
      in stockholders’ equity, and cash flow as of and for the fiscal years ended
      May 31, 2006, May 31, 2005, and May 31, 2004 for Company; and
      (ii) unaudited consolidated and consolidating balance sheets and statements
      of
      income, changes in stockholders’ equity, and cash flow (the “Most Recent
      Financial Statements”) as of and for the twelve (12) months ended
      May 31, 2007 for Company.  The Company Financial Statements
      (including the notes thereto) have been prepared in accordance with GAAP applied
      on a consistent basis throughout the periods covered thereby, present fairly
      the
      financial condition of Company as of such dates and the results of operations
      of
      Company for such periods, are correct and complete in all material respects,
      and
      are consistent with the books and records of Company (which books and records
      are correct and complete in all material respects).  Company maintains
      a system of internal accounting controls sufficient to provide reasonable
      assurance that (i) transactions are executed with management’s authorizations,
      (ii) transactions are recorded as necessary to permit preparation of the Company
      Financial Statements and to maintain accountability for assets, (iii) access
      to
      assets is permitted only in accordance with management’s authorization and (iv)
      the recorded accountability for assets is compared with existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences.




-6-




4.4  **Authority
      Relative to Agreement**.  Company has all necessary power
      and authority to enter into this Agreement and any other documents and
      agreements contemplated by this Agreement to which it is a party and has taken
      all action necessary to consummate the transactions contemplated hereby and
      thereby and to perform its obligations hereunder and thereunder.  The
      execution and delivery by Company of this Agreement and each other document
      and
      agreement contemplated by this Agreement to which it is a party, and the
      performance by Company of its obligations hereunder and thereunder and the
      consummation of the transactions contemplated hereby and thereby have been
      duly
      authorized by the board of directors or other appropriate governing body of
      Company.  This Agreement has been duly executed and delivered by
      Company and is a legal, valid and binding obligation of Company, enforceable
      against Company in accordance with its terms, except that enforceability may
      be
      limited by the effect of bankruptcy, insolvency, reorganization, moratorium
      or
      other similar laws relating to or affecting the rights of
      creditors.  Each other document and agreement contemplated by this
      Agreement to which Company is a party will have been, as of the Closing, duly
      and validly executed by Company, and will be a legal, valid and binding
      obligation of Company, enforceable against Company in accordance with its terms,
      except that enforceability may be limited by the effect of bankruptcy,
      insolvency, reorganization, moratorium or other similar laws relating to or
      affecting the rights of creditors.




4.5  **Noncontravention**.  Neither
      the execution, delivery or performance of this Agreement or any other documents
      and agreements contemplated by this Agreement to which Company is a party,
      the
      consummation of the transactions contemplated hereby or thereby, nor compliance
      by Company with any of the provisions hereof or thereof,
      will  (a) violate any constitution, statute, regulation, rule,
      injunction, judgment, order, decree, ruling, charge, or other restriction of
      any
      Governmental Entity to which Company is subject or any provision of its Articles
      of Incorporation or Bylaws or (b) conflict with, result in a breach of,
      constitute a default under, result in the acceleration of, create in any party
      the right to accelerate, terminate, modify, or cancel, or require any notice
      under any agreement, contract, lease, license, instrument, or other arrangement
      to which Company is a party or by which it is bound or to which any of its
      assets is subject (or result in the imposition of any security interest,
      encumbrance or lien upon any of its assets).  Company is not required
      to give any notice to, make any filing with, or obtain any authorization,
      consent, or approval of any Governmental Entity in order for the parties to
      consummate the transactions contemplated by this Agreement.




-7-




4.6  **No
      Other Agreements**.  Company does not have any obligation,
      absolute of contingent, to any other Person to sell all or substantially all
      of
      the assets or business of Company or to sell any Common Stock, Preferred Stock
      or other capital stock, securities or interests of Company, or to effect any
      merger, consolidation or other reorganization of Company or to enter into any
      agreement with respect thereto.




4.7  **Undisclosed
      Liabilities**.  Except to the extent disclosed therein,
      Company had, at the Closing Date no material liabilities or obligations of
      any
      kind, whether accrued, absolute, contingent or otherwise that should have
      appeared on the Company Financial Statements that were not on the Company
      Financial Statements as of the Closing Date prepared in accordance with GAAP
      consistently applied.  To the Company’s Knowledge, except claims or
      liabilities that occur in the ordinary course of business, there are no
      reasonable grounds for any basis for assertion against Company of any claim
      or
      liability of any nature in any amount not fully disclosed in the Company
      Financial Statements.




4.8  **Absence
      of Certain Changes or Events**.  Since April 30, 2007, the
      Company has not, except as set forth in detail in Schedule
      4.8:




(a)  incurred,
      assumed or become subject to, whether directly or by way of any guarantee or
      otherwise, any obligations or liabilities (absolute, accrued, contingent or
      otherwise) except normal trade or business obligations incurred in the ordinary
      course of business, the performance of which will not, individually or in the
      aggregate, have a Material Adverse Effect on Company;




(b)  Discharged
      or satisfied any Lien or paid any obligation or liability (contingent or
      otherwise), except current liabilities included in the Company Financial
      Statements.




(c)  Mortgaged,
      pledged or subjected to any Lien any of the assets of Company (whether tangible
      or intangible), other than statutory Liens not yet delinquent;




(d)  Made
      any
      material modifications to agreements to sell, assign, transfer, convey, lease
      or
      otherwise dispose of, or agreed to sell, assign, transfer, convey, lease or
      otherwise dispose of any of its assets or properties, except for fair
      consideration in the ordinary course of business.




(e)  Canceled
      or compromised any debt or claim, except for adjustments made in the ordinary
      course of business which, in the aggregate, are not material;




(f)  Waived
      or
      released any rights, other than in the ordinary course of business;




(g)  Transferred
      or granted any rights under any concessions, leases, licenses, patents,
      inventions, trademarks, trade names, copyrights, or with respect to any
      know-how;




-8-




(h)  Made,
      promised or granted any wage or salary increase, given or paid any service
      award, severance payment, bonus, incentive compensation or like benefit to
      or
      for the credit of any director, officer, employee or agent or entered into
      any
      employment or consulting contract or other agreement with any director, officer
      or employee or adopted, amended or terminated any pension, employee welfare,
      retirement, stock purchase, stock option, stock appreciation rights,
      termination, severance, income protection, golden parachute, savings or
      profit-sharing plan (including trust agreements and insurance contracts
      embodying such plans), any deferred compensation, or collective bargaining
      agreement, any group insurance contract or any other incentive, welfare or
      employee benefit plan, program or agreement maintained by the Company for the
      directors, employees or former employees of Company;




(i)  Entered
      into any transaction, contract or commitment other than in the ordinary course
      of business.  Ordinary course of business is defined to mean (i) such
      action is consistent with the past practices and is taken in the ordinary course
      of the normal day-to-day operations, (ii) such action is not required to be
      authorized by the board of directors of such entity (or by any person or group
      of persons exercising similar authority) or by the shareholders or other equity
      owners (if any) and (iii) such action is similar in nature and magnitude to
      actions customarily taken in the ordinary course of the normal day-to-day
      operations of other persons that are in the same line of business of the
      Company;




(j)  Made
      any
      unbudgeted capital expenditure or entered into any commitment
      therefor;




(k)  Directly
      or indirectly declared, set aside or paid any dividend or made any distribution
      in respect to its capital stock or redeemed, purchased or otherwise acquired,
      or
      arranged for the redemption, purchase or acquisition of, any shares of its
      capital stock or other of its securities;




(l)  Purchased,
      redeemed, issued, sold or otherwise acquired or disposed of any shares of Common
      Stock or Preferred Stock, any evidence of its indebtedness or other of its
      securities or granted any options, warrants or other rights to purchase or
      convert any obligation into any shares of Common Stock or Preferred Stock,
      any
      evidence of indebtedness or other securities of Company;




(m)  Lost
      the
      employment of any employee or employees which loss or losses, individually
      or in
      the aggregate, has or may have a Material Adverse Effect on
      Company;




(n)  Lost
      the
      benefit of contracts or arrangements with any customer or customers which loss
      or losses, individually or in the aggregate, has or may have a Material Adverse
      Effect on Company or experienced any material adverse change in relations with
      any customer or client of the Company;




(o)  Amended
      its charter documents or merged with or into or consolidated with any other
      entity, or voluntarily or involuntarily dissolved or liquidated or changed
      or
      agreed to change in any manner the rights of Common Stock or Preferred
      Stock;




-9-




(p)  Paid
      any
      expenses of, or made any advances to, any affiliated parties or incur any
      liabilities to, or otherwise became indebted to, any affiliated parties except
      in the ordinary course of business;




(q)  Entered
      into any transactions with any affiliated parties or any other entity other
      than
      on an arm’s-length basis;




(r)  Made
      or
      authorized any change in its authorized or outstanding capital
      stock;




(s)  Issued,
      reserved for issuance, granted, sold or authorized the issuance of any shares
      of
      its capital stock or subscriptions, options, warrants, calls, rights or
      commitments of any kind relating to the issuance or sale of or conversion into
      shares of its capital stock;




(t)  Made
      any
      or acquiesced with any change in any accounting methods, principles or practices
      except changes required by changes in GAAP or regulatory
      requirements;




(u)  Except
      as
      permitted hereunder, entered into any transaction, or entered into, modified
      or
      amended any contract or commitment, or engaged in any transactions affecting
      the
      Company’s business or properties, other than in the ordinary course of
      business;




(v)  Discharged
      or satisfied any Lien, or paid any obligation or liability, absolute or
      contingent, other than current liabilities shown on the balance sheet, and
      current liabilities incurred since that date in the ordinary course of
      business;




(w)  Suffered
      any damage, destruction, or loss (whether or not covered by insurance)
      materially and adversely affecting its properties or business, or of any item
      carried in its property account at more than $10,000;




(x)  Experienced
      any labor trouble, or any event or condition of any character, that has or
      may
      have a Material Adverse Effect on Company;




(y)  Agreed,
      whether in writing or otherwise, to take any action the performance of which
      would change the representations contained in this Agreement in the future
      so
      that any such representation would not be true in all material respects as
      of
      the Closing Date;




(z)  Settled
      or agreed to settle any material claim, action, suit, proceeding or
      investigation; or




(aa)  Terminated
      or amended, or failed in any material respect to perform obligations or suffered
      the occurrence of any default under, any material contract, lease, agreement
      or
      license.




-10-




4.9  **Tax
      Matters**.




(a)  Since
      May
      31, 2003, Company has duly filed, or has obtained extensions of the deadline
      to
      file and will duly file within the extended deadline, with all appropriate
      Governmental Entities, all Returns required to be filed, which Returns were
      and
      are correct, accurate and complete.  Company is not a party to any
      pending action or proceeding, nor is any action or proceeding threatened in
      writing, by any Governmental Entity for assessment or collection of
      Taxes.  No claim for assessment or collection of Taxes has been
      asserted against Company except to the extent properly accrued on the Most
      Recent Financial Statements.




(b)  Except
      as
      disclosed on Schedule 4.9, there is no review or audit by any taxing
      authority of any Tax liability of Company currently in
      progress.  Except as disclosed on Schedule 4.9, Company has not
      received any written notices within the three years preceding the Closing Date
      of any pending or threatened audit, by the Internal Revenue Service or any
      state, local or foreign agency, for any Returns or Tax liability of Company
      for
      any period.  Company currently has no unpaid deficiencies assessed by
      the Internal Revenue Service or any state, local or foreign taxing authority
      arising out of any examination of any of the Returns of Company filed for fiscal
      years ended on or after May 31, 2003, nor to the Knowledge of Company is there
      reason to believe that any material deficiency will be assessed.




(c)  Except
      as
      disclosed on Schedule 4.9, no agreements are in force or are currently
      being negotiated by or on behalf of Company for any waiver or for the extension
      of any statute of limitations governing the time of assessments or collection
      of
      any Tax.  No Closing agreements or compromises concerning Taxes of
      Company are currently pending.




(d)  Company
      has withheld from each payment made to any of their respective officers,
      directors and employees, the amount of all applicable Taxes, including, but
      not
      limited to, income tax, social security contributions, unemployment
      contributions, backup withholding and other deductions required to be withheld
      therefrom by any Tax law and have paid the same to the proper taxing authorities
      within the time required under any applicable Tax law.




(e)  There
      are
      no Tax Liens, whether imposed by any federal, state, local or foreign taxing
      authority, outstanding against any assets owned by Company, except for Liens
      for
      Taxes that are not yet due and payable.




(f)  Company
      has made full and adequate provision and reserve for all federal, state, local
      or foreign Taxes for the current period for which Returns are not yet required
      to be filed.  The Company Financial Statements contain fair and
      sufficient accruals for the payment of all Taxes for the periods covered by
      the
      Company Financial Statements and all periods prior thereto.




4.10  **Environmental
      Matters**.  Except as set forth on Schedule 4.10, no
      toxic, hazardous, explosive or otherwise dangerous materials, substances,
      pollutants or wastes, as those terms are used in the Clean Air Act, the Clean
      Water Act, the Resource Conservation and Recovery Act of 1976, the Hazardous
      Materials Transportation Act, the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980 (“CERCLA”), the Emergency Planning
      and Community Right-to-Know Act or in any other federal, state or local
      environmental law (collectively, “Environmental Laws”), petroleum
      products, polychlorinated biphenyis, urea-formaldehyde foam, or radioactive
      materials (all of the above being collectively referred to herein as
“Hazardous Materials”) have been or are stored, treated, disposed of
      managed, generated, manufactured, produced, released (as defined in CERCLA
      Section 101(22)), emitted or discharged by the Company either on any of its
      real
      property or elsewhere.




-11-




(a)  Except
      as
      set forth on Schedule 4.10, to the Company’s Knowledge, the Company has
      been and is in compliance in all material respects with all Environmental Laws,
      and has obtained all environmental licenses, permits, approvals, registrations
      and authorizations (federal, state and local) material to the
      business.  Except as set forth on Schedule 4.10, all such
      licenses, permits, approvals, registrations and authorizations will remain
      in
      full force and effect as of the Closing and may be effectively transferred
      or
      assigned to Buyer on or after the Closing Date without materially and adversely
      affecting the operation of the Company’s business by Buyer after the
      Closing.




(b)  Except
      as
      set forth on Schedule 4.10, to the Company’s Knowledge, no governmental
      or private action, suit or proceeding to enforce or impose liability under
      any
      Environmental Laws is pending or threatened against the Company and, to the
      Company’s Knowledge, no Lien has been created on the Company’s real estate under
      any Environmental Laws.




4.11  **Transactions
      with Management**.  Except as set forth in Schedule
      4.11, Company is not a party to any contract, lease or commitment with any
      officer, director or shareholder (or any affiliate of any such officer, director
      or shareholder) of Company, nor are there any loans outstanding to any of such
      persons (or any affiliates of any such person) from Company.




4.12  **Company
      Filings**.  Since January 1, 2002, Company has timely filed
      all reports, registrations and statements, together with any amendments required
      to be made with respect thereto, that were required to be filed with all
      applicable Governmental Entities (the “Company
      Filings”).  Except to the extent prohibited by law, copies of the
      Company Filings have been made available to Buyer.  As of their
      respective filing or mailing dates, each of the past Company Filings (a) was
      true and complete in all material respects (or was amended so as to be so
      promptly following discovery of any discrepancy); and (b) complied in all
      material respects with all of the statutes, rules and regulations enforced
      or
      promulgated by the Governmental Entity with which it was filed (or was amended
      so as to be so promptly following discovery of any such noncompliance) and
      none
      contained any untrue statement of a material fact or omitted to state a material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not
      misleading.




4.13  **Accuracy
      of Information Supplied**.  Except to the extent expressly
      qualified as to materiality or Knowledge, the information concerning the Company
      set forth in this Agreement, the Company Financial Statements, the Schedules
      and
      Exhibits and any document to be delivered by the Company at the Closing to
      Buyer
      pursuant hereto, does not contain any untrue statement of a material fact or
      omit to state a material fact required to be stated herein or therein or
      necessary to make the statements and facts contained herein or therein, in
      light
      of the circumstances in which they are made, not misleading.  Copies
      of all documents heretofore or hereafter delivered or made available to Buyer
      pursuant hereto were or will be complete and accurate copies of such
      documents.




-12-




4.14  **Litigation**.  Except
      as set forth in Schedule 4.14, there is no suit, action, proceeding or
      investigation pending or, to the Company’s Knowledge, threatened against the
      Company which, if adversely determined, would have a Material Adverse Effect
      on
      Company; nor is there any judgment, decree, injunction, rule or order of any
      Governmental Entity or arbitrator outstanding against Company that has, or
      which, insofar as reasonably can be foreseen, in the future would have, any
      such
      Material Adverse Effect.  Schedule 4.14 contains a true,
      correct and complete list, including identification of the applicable insurance
      policy covering such litigation, if any, subject to reservation of rights,
      if
      any, the applicable deductible and the amount of any reserve therefor, of all
      pending litigation in which Company is a named party, and except as disclosed
      on
Schedule 4.14, all of the litigation shown on such Schedule is adequately
      covered by insurance in force, except for applicable deductibles, or has been
      adequately reserved for in accordance with Company’s prior business
      practices.




4.15  **Insurance**.  Schedule
      4.15 contains a list of all policies of insurance and bonds carried and
      owned by Company since June 1, 2002.  Company is not in default under
      any such policy of insurance or bond such that it can be canceled and all
      material claims thereunder have been filed in timely fashion.  Company
      has filed claims with, or given notice of claim to, their insurers or bonding
      companies in timely fashion with respect to all material matters and occurrences
      for which they believe they have coverage.  Except as disclosed on
Schedule 4.15, to the Company’s Knowledge, there are no outstanding
      requirements or recommendations by any insurance company or by any Board of
      Underwriters or other similar body exercising similar functions or by any
      Governmental Entity exercising similar functions which require or recommend
      any
      changes in the conduct of the business, or any repairs or other work to be
      done
      on or with respect to any of the properties or assets of the
      Company.  Except as set forth on Schedule 4.15, the Company has
      received no written notice or other written communication from any such
      insurance company within the two (2) years preceding the date canceling or
      materially amending any insurance policies or materially increasing the annual
      or other premiums payable under any of such insurance policies and no such
      cancellation, amendment or material increase of premiums is, to the Company’s
      Knowledge, threatened.  Except as set forth on Schedule 4.15,
      there have been no errors or omissions claims asserted against the Company
      for
      the last five (5) years and to the best of the Company’s Knowledge no such
      claims may exist or will be asserted in the future.




4.16  **Bonds**. Schedule 4.16
      sets forth each bond that is required to be maintained in connection with the
      operation of Company’s business.  Each of such bonds is in full force
      and effect and Company has not received any notice of cancellation with respect
      thereto.  No application by Company for any bond has been
      denied.  There are no changes, notices, filings or consents required
      with respect to such bonds (including with respect to the amount thereof) as
      a
      result of the transactions contemplated by this Agreement.




-13-




4.17  **Title
      to Assets other than Real Property**.  Except as set forth
      in Schedule 4.17, Company has good and marketable title to all its
      properties and assets, owned or leased by Company, free and clear of all
      mortgages, Liens, pledges, or prior assignments of any kind or nature and except
      for: (a) encumbrances as set forth in the Company Financial Statements; (b)
      Liens for current Taxes not yet due which have been fully reserved for; and
      (c)
      encumbrances, if any, that are not substantial in character, amount or extent
      and do not detract materially from the value, or interfere with present use
      or
      the sale or other disposition of the property subject thereto or affected
      thereby.  All such properties and assets are, and require only routine
      maintenance to keep them in, good working condition, normal wear and tear
      excepted.




4.18  **Real
      Property**.  Schedule 4.18 is an accurate list and
      general description of all real property owned or leased by
      Company.




Except
      as
      indicated in Schedule 4.18:




(a)  No
      officer, director, shareholder or employee of the Company, nor any spouse,
      child
      or other relative or affiliate thereof, owns directly or indirectly (other
      than
      through Seller), in whole or in part, any of the real properties described
      on
Schedule 4.18 or any interest therein;




(b)  The
      Company is not in default with respect to any term or condition of any such
      lease or sublease, nor, to the Company’s Knowledge, has any event occurred
      which, through the passage of time or the giving of notice, or both, would
      constitute a default thereunder, would cause the acceleration of any obligation
      of Seller under such lease or sublease or the creation of any claim or Lien
      upon
      any asset thereof or interfere with Seller’s right to occupy any
      leasehold;




(c)  All
      of
      the buildings, fixtures and other improvements described on Schedule 4.18
      are in good operating condition, subject to ordinary wear and tear, and have
      been maintained as required by Seller, and Seller has not received any written
      notice that any such building, fixtures or improvements is in violation of
      any
      applicable building code, zoning ordinance, land use or other similar law or
      regulation.




4.19  **Material
      Contracts**.  Schedule 4.19 to this Agreement
      contains a complete and accurate written list of all material agreements,
      obligations or understandings, written and oral, to which Company is a party
      as
      of the date of this Agreement (“Contract”), including a separate summary
      narrative description of any transfer of ownership penalties and fees that
      will
      be incurred upon the consummation of the transactions contemplated in this
      Agreement.




(a)  True,
      complete and correct copies of each of the Contracts, or where they are oral,
      true and complete written summaries thereof, have been delivered to Buyer by
      Seller.  Schedule 4.19(a) also sets forth a complete and
      accurate description of all Contracts containing termination fees and penalties
      in excess of $10,000 per contract, including the specific amount of all
      termination fees and penalties for each such Contract(s).  Except in
      each case as listed in Schedule 4.19, the Company is not a party to any
      material written or oral Contract.




(b)  Except
      as
      expressly described on Schedule 4.19(b):




-14-




(i)  The
      Company has fulfilled all material obligations required pursuant to each
      Contract to have been performed by the Company, and there is no reason to
      believe that the Company through the Closing Date, will not be able to fulfill,
      when due, all of its respective obligations under the Contracts which remain
      to
      be performed after the Closing Date;




(ii)  There
      has
      not occurred any material default under any of the Contracts on the part of
      the
      Company or is there expected to be any material default under any of the
      Contracts to the Company’s or Shareholders’ Knowledge, nor has the Company
      received notice of default under any of the Contracts from any other party
      thereof or sent notice of default under any of the Contracts to any other party
      thereof, nor to the Company’s Knowledge has any event occurred which, with the
      giving of notice or the lapse of time, or both, would constitute a default
      on
      the part of the Company under any of the Contracts, nor, to the Company’s
      Knowledge, has any event occurred which, with the giving of notice or the lapse
      of time, or both, would constitute a default on the part of any other party
      to
      any of the Contracts; and




(iii)  No
      consent of any party to any of the Contracts which is material to the continued
      operation of the business after the Closing or to the financial prospects of
      the
      business after the Closing is required for the execution, delivery or
      performance of this Agreement or the consummation of the transactions
      contemplated hereby or the assignment of any Contract to Buyer.




4.20  **Employees;
      Employee Benefit Plans; ERISA**.




(a)  Company
      has delivered as Schedule 4.20(a) a complete list
      of:  (i)  all current employees of Company together with
      each employee’s tenure with Company, title or job classification, and the
      current annual rate of compensation anticipated to be paid to each such
      employee; and (ii) all employee plans and benefit arrangements, including all
      plans or practices providing for current compensation or accruals for active
      employees, including, but not limited to, all employee benefit plans, all
      pension, profit-sharing, retirement, bonus, stock option, incentive, deferred
      compensation, severance, long-term disability, medical, dental, health,
      hospitalization, life insurance or other insurance plans or related
      benefits.  Except as indicated in Schedule 4.20(a), all
      current and former employees of Company have executed a non-disclosure agreement
      with the Company.




(b)  Except
      as
      disclosed on Schedule 4.20(b), Company does not sponsor, maintain,
      administer or otherwise act as a fiduciary with respect to any “employee benefit
      plan,” as defined in Section 3(3) of ERISA, which is subject to any provisions
      of ERISA and covers any employee, whether active or retired, of Company (any
      such plan being herein referred to as an “Employee
      Plan”).  True and complete copies of each such Employee Plan,
      including amendments thereto, have been previously delivered to Buyer, together
      with (i) all agreements regarding plan assets with respect to such Employee
      Plans, (ii) a true and complete copy of the annual reports for the most recent
      three years (Form 5500 Series including, if applicable, Schedules A and B
      thereto) prepared in connection with any such Employee Plan, (iii) a true and
      complete copy of the actuarial valuation reports for the most recent three
      years, if any, prepared in connection with any such Employee Plan covering
      any
      active employee of Company, (iv) a copy of the most recent summary plan
      description of each such Employee Plan, together with any modifications thereto,
      and (v) a copy of the most recent favorable determination letter (if applicable)
      from the Internal Revenue Service, and any letter (if applicable) from the
      Internal Revenue Service pursuant to the Employee Plans Compliance Resolution
      System, for each Employee Plan.  None of the Employee Plans is a
“multi-employer plan” as defined in Section 3(37) of ERISA or a “multiple
      employer plan” as covered in Section 412 of the IRC, and Company has not been
      obligated to make a contribution to any such multi-employer or multiple employer
      plan within the past five years.  None of the Employee Plans of
      Company is, or for the last five years has been, subject to Title IV of
      ERISA.  To the Company’s Knowledge, each Employee Plan which is
      intended to be qualified under Section 401(a) of the IRC is so qualified and
      each trust maintained pursuant thereto is exempt from income tax under Section
      501(a) of the IRC, and Company is not aware of any fact which has occurred
      which
      would cause the loss of such qualification or exemption.




-15-




(c)  Except
      as
      disclosed in Schedule 4.20(c), Company does not maintain (other than base
      salary and base wages) any form of current or deferred compensation, bonus,
      stock option, stock appreciation right, severance pay, salary continuation,
      retirement or incentive plan or arrangement for the benefit of any director,
      officer or employee, whether active or retired, of Company or for any class
      or
      classes of such directors, officers or employees.  Except as disclosed
      in Schedule 4.20(c), Company does not maintain any group or individual
      health insurance, welfare or similar plan or arrangement for the benefit of
      any
      director, officer or employee of Company, whether active or retired, or for
      any
      class or classes of such directors, officers or employees.  Any such
      plan or arrangement described in this Section 4.20, copies of which have
      been delivered to Buyer, shall be herein referred to as a “Benefit
      Arrangement.”




(d)  Except
      as
      set forth on Schedule 4.20(d), no Employee Plan or Benefit Arrangement
      has any material funding, compliance or fiduciary liability, accrued or
      contingent, including, without limitation, liabilities for federal, state,
      local
      or foreign taxes, interest or penalty, other than liability for claims arising
      in the course of the administration of each such Employee
      Plan.  Except as set forth on Schedule 4.20(d), there is no
      pending legal action, proceeding or, to the Company’s Knowledge, investigation,
      against any Employee Plan which would reasonably be expected to result in
      material liability to such Employee Plan, other than routine claims for
      benefits, and there is no basis for any such legal action, proceeding or
      investigation.




(e)  Moreover,
      with respect to any Employee Plan, the following is true and
      correct:




(i)  Schedule
      4.20(e) sets forth the amount of any liability of the Company or ERISA
      affiliates for contributions more than thirty days past due with respect to
      each
      Employee Plan as of the date and as of the end of any subsequent month ending
      prior to the Closing.  Except for group life insurance plans, no
      Employee Plan (as defined in Section 3(1) of ERISA) provides for continuing
      benefits or coverage for any participant, beneficiary or former employee after
      such participant’s or former employee’s termination of employment except as may
      be required by Section 4980B of the Code and Sections 601 - 608 of ERISA or
      similar state law;




-16-




(ii)  Each
      Employee Plan complies currently, in all material respects, and have complied
      in
      all material respects in the past, both as to form and operation, with the
      provisions of ERISA, the Internal Revenue Code of 1986, as amended
      (“Code”) and with all other applicable laws, rules and regulations; all
      reports and disclosures that are required have been timely made and filed;
      and
      with respect to each Employee Plan that is intended to be tax-qualified, a
      favorable determination letter as to the qualification under the Code of each
      such Employee Plan and each material amendment thereof has been issued by the
      Internal Revenue Service (and, to the Company’s Knowledge, nothing has occurred
      since the date of the last such determination letter which resulted in or is
      likely to result in the revocation of such determination);




(iii)  To
      the
      Knowledge of the Company, no plan fiduciary of any such Employee Plan has
      engaged in any non-exempt prohibited transaction in violation of Section 406
      of
      ERISA or in any “prohibited transaction” as defined in Section 4975(c)(1) of the
      Code;




(iv)  Neither
      the Company nor any ERISA affiliate is, or has been, a contributing sponsor
      or
      has maintained or participated in any Employee Plan subject to the provisions
      of
      Title IV of ERISA.  In addition, neither the Company nor any ERISA
      affiliate (1) is a party to a collective bargaining agreement, or (2) has
      maintained or contributed to, or has participated in or agreed to participate
      in, a multiemployer plan (as defined in Section 3(37) of ERISA);




(v)  True
      and
      complete copies of each Employee Plan (except for Pension Benefit Plans not
      currently maintained by Company), and, as applicable for each such Employee
      Plan, any related trust agreements, annuity contracts (or any other funding
      instruments), summary plan descriptions, the most recent determination letter
      issued by the Internal Revenue Service with respect to each pension benefit
      Plan, any letters issued pursuant to the Employee Plans Compliance Resolution
      System, and Annual Reports on Form 5500 Series filed for each Pension Benefit
      Plan for the three most recent plan years, have been made available to
      Buyer;




(vi)  Except
      as
      set forth in Schedule 4.20(e), all Employee Plans (except for Employee
      Plans not currently maintained by the Company) and related trust agreements
      (or
      any other funding instruments), are, to the Company’s Knowledge, legally valid
      and binding and in full force and effect, and there are no promised increases
      in
      benefits (whether expressed, implied, oral or written) under any of these plans
      nor any obligations, commitments or understandings to continue any of these
      plans, (whether expressed, implied, oral or written) except as required by
      Section 4980B of the Code and Sections 601-608 of ERISA or applicable
      laws;




-17-




(vii)  There
      are
      no claims pending with respect to, or under, any Employee Plan, other than
      routine claims for plan benefits, and there are no disputes or litigation
      pending or, to the Knowledge of the Company, threatened with respect to any
      such
      plans;




(viii)  To
      the
      Company’s Knowledge, no action has been taken, nor has there been a failure to
      take any action, that would subject any person to any liability for any income,
      excise or other tax or penalty in connection with any Employee Plan, other
      than
      for income taxes due with respect to benefits paid;




(ix)  Except
      as
      set forth in Schedule 4.20(e), the Company is not obligated to pay
      deferred compensation (within the meaning of Section 409A of the Code and
      related regulations) to any current or former employee, independent contractor,
      shareholder, or any other person; and




(x)  Except
      as
      otherwise set forth in Schedule 4.20(e), neither the execution and
      delivery of this Agreement nor the consummation of the transaction contemplated
      hereby will (1) result in any payment to be made by the Company or any ERISA
      affiliate (including, without limitation, severance, unemployment compensation,
      golden parachute (defined in Section 280G of the Code), or otherwise) becoming
      due to any employee, director or consultant, or (2) increase any benefits
      otherwise payable under any Employee Plan.




(f)  Except
      as
      set forth on Schedule 4.20(f) (a) there are no claims by any
      employee, former employee, independent contractor or former independent
      contractor of the Company or a predecessor of the Company against the Company
      other than for compensation and benefits due in the ordinary course of
      employment or engagement; (b) there are no claims against the Company arising
      out of any statute, ordinance or regulation relating to employment practices
      or
      occupational or safety and health standards; (c) there are no pending or, to
      the
      Company’s Knowledge, threatened labor disputes, strikes or work stoppages
      against the Company; (d) there are no union organizing activities in process
      or
      contemplated with respect to the business; (e) the Company is not a party to
      any
      oral or written contracts or agreements granting benefits or rights to employees
      or any collective bargaining agreement or to any conciliation agreement with
      the
      Department of Labor, the Equal Employment Opportunity Commission or any federal,
      state or local agency which requires equal employment opportunities or
      affirmative action in employment; (f) there are no unfair labor practice
      complaints pending against the Company or similar claims pending before any
      similar state, local or foreign agency.  Schedule 4.20(f)
      identifies all Company employees on leave of absence.  Notice of the
      availability of health care continuation coverage for Company employees, former
      Company employees and their respective dependents and qualified beneficiaries,
      in accordance with the requirements of COBRA and applicable state law, has
      been
      provided to all persons entitled thereof, and all persons electing such coverage
      are being (or have been, if applicable) provided such coverage.  In
      addition, Schedule 4.20(f) sets forth a list of names, titles (if
      applicable) and compensation of all independent contractors of
      Seller.  Except as indicated in Schedule 4.20(f), such
      independent contractors have executed non-competition and/or non-disclosure
      agreements with the Company.




-18-




(g)  To
      the
      Knowledge of Company, no executive, key employee, or group of employees has
      any
      plans to terminate employment with, or materially modify its services to,
      Company.




4.21  **Powers
      of Attorney**.  No power of attorney or similar
      authorization given by Company is presently in effect or outstanding other
      than
      powers of attorney given in the ordinary course of business with respect to
      routine matters.




4.22  **Tangible
      Personal Property Other than Inventory**.  Except as
      indicated on Schedule 4.22:




(a)  The
      Company has good and marketable title to each item of tangible personal property
      included in the most recent Company Financial Statements which it owns free
      and
      clear of all Liens, leases, claims under bailment and storage agreements,
      equities, conditional sales contracts, security interests, charges and
      restrictions except for liens, if any, for personal property taxes not yet
      due
      and payable;




(b)  Each
      item
      of tangible personal property included in the most recent Company Financial
      Statements not owned by the Company is currently in such condition that, upon
      the return of such property to its owner in its present condition at the end
      of
      the relevant lease term or as otherwise contemplated by the applicable agreement
      between Seller and the owner or lessor thereof, the obligations of Seller to
      such owner or lessor would be discharged without further obligation or the
      payment of any termination fee, penalty or other fees;




(c)  Each
      material item of tangible personal property included in the most recent Company
      Financial Statements is, and as of the Closing Date shall be, in good operating
      condition and repair, ordinary wear and tear excepted;




(d)  The
      Company owns or otherwise has the right to use all of the tangible personal
      property now used by it in the operation of the business or the use of which
      is
      necessary for the performance of any contract to which the Company is a party;
      and




(e)  Each
      item
      of tangible personal property owned by the Company and included in the most
      recent Company Financial Statements has been used by Seller in the ordinary
      course of the business.




4.23  **Intangible
      Personal Property**.




(a)  Schedule
      4.23 include:  (i) a list and description of all intangible
      personal property included in the most recent Company Financial Statements
      owned
      by the Company or used in the business, including but not limited to, computer
      software and programs, software in progress, computer operating systems and
      applications, United States and foreign patents, patent applications, trade
      names, trademarks, trade name and trademark registrations, copyright
      registrations and applications for any of the foregoing; and (ii) a true and
      complete list of all licenses or similar agreements or arrangements to which
      the
      Company is a party either as licensee or licensor for each such item of
      intangible personal property (other than “shrink-wrap,” “click-through” or
      similar licenses to commercially available products that sell for less than
      $1,000).




-19-




(b)  Except
      as
      indicated on Schedule 4.23:




(i)  the
      Company owns or has the right to use such intangible personal property, free
      and
      clear of all Liens, equities and other adverse claims;




(ii)  To
      the
      Company’s Knowledge, no interference actions or other judicial or adversary
      proceedings concerning any of such items of intangible personal property are
      pending, and to the Company’s Knowledge, no such action or proceeding is
      threatened;




(iii)  To
      its
      Knowledge, the Company has the right and authority to use such items of
      intangible personal property in connection with the conduct of the business
      in
      the manner presently conducted, and, to the Company’s Knowledge, such use does
      not conflict with, infringe upon or violate any rights of any other person,
      firm
      or corporation;




(iv)  There
      are
      no outstanding or, to the Company’s Knowledge, threatened disputes or other
      disagreements to which the Company is or may become a party with respect to
      any
      licenses or similar agreements or arrangements described on Schedule
      4.23;




(v)  The
      Company has the right to use and assign and/or transfer to Buyer all of its
      intangible property, including with limitation, all right and title to the
      names
“Bay View Funding”, “Bay View Business Manager”, and “CSNK Working Capital
      Finance Corp.”; and




(vi)  There
      is
      no intangible personal property currently used in the operations of the business
      as presently conducted which is not owned by or licensed to the
      Company.




4.24  **Compliance
      with Law**.  The Company has held and continues to hold all
      licenses and permits in all applicable jurisdictions necessary in a material
      respect to conduct its business, and has and continues to conduct and operate
      its business in compliance with all applicable laws and regulations, including
      without limitation, the State of California as well as all applicable laws
      and
      regulations regarding lending, and there are no material violations thereof
      except as disclosed on Schedule 4.24.  Company has not received
      any notices of violation of any applicable zoning regulation or order, or other
      law, order, regulation, or requirement relating to the operation of its business
      or to its properties, except as shown on Schedule 4.24.




4.25  **Other
      Material Circumstances**.  To the Company’s Knowledge,
      there is no material fact or circumstance related to the Company’s business
      which constitutes a serious threat to the viability or survival of the Company’s
      business.  Buyer acknowledges that the Company is unable to guaranty
      future financial results of the Company.




-20-




4.26  **Conflicts
      of Interest**.  Except as disclosed in Schedule
      4.26, no officer, director or shareholder of the Company, or any affiliate
      of any such person, now has or within the last three years had, either directly
      or indirectly:  (a) an equity or debt interest in any corporation,
      partnership, joint venture, association, organization or other person or entity
      which furnishes or sells, or during such period furnished or sold, any services
      or products to the Company, or purchases, or during such period purchased,
      from
      the Company any goods or services, or otherwise does, or during such period
      did,
      business with the Company; or (b) a beneficial interest in any contract,
      commitment or agreement to which the Company is or was a party or under which
      the Company was obligated or bound or to which its properties may be or may
      have
      been subject.




4.27  **Accounts
      Receivable**.  Except as set forth on Schedule 4.27,
      the accounts receivable arising out of the operations of the Company (and not
      accounts receivable of other entities purchased by the Company):  (a)
      arose out of the services rendered by the Company in the ordinary course of
      the
      Company’s business; (b) have been billed or invoiced in the ordinary course of
      the Company’s business and in accordance in all material respects with all
      applicable laws, regulations, administrative rulings and procedures; (c)
      represent bona fide indebtedness of the applicable account debtor, not subject
      to any defense, set-off or counterclaim; and (d) are collectible in full, net
      of
      the reserves set forth on the Most Recent Financial Statements.




4.28  **Statement**.  As
      set forth in Schedule 4.28, the Company has accurately reflected a true
      and complete list, as of the date of this Agreement and certified by Company’s
      Chief Executive Officer, showing the names of all persons who are currently
      paid
      compensation (in any form) from Company, together with a statement of the full
      amount paid or payable to each such person for services rendered since December
      31, 2006, and the basis therefore.




4.29  **Condition
      of Assets**.  The assets of the Company are in good
      operating condition and repair, and conform in all material respects with all
      applicable ordinances, regulations, zoning, commercial standards and other
      laws.




4.30  **Title
      to Properties; Encumbrances**.  Except as set forth on
Schedule 4.30, the Company has unencumbered, good, legal, and
      indefeasible title to all its properties and assets, real and personal,
      including, without limitation, all the properties and assets reflected in the
      financial statements and has good and legal title or good and valid leasehold
      rights to all assets that are necessary for it to conduct its business as it
      is
      currently being conducted.  The Company owns all furniture, equipment,
      art and other property used to transact business presently located on its
      premises.  No Property has been deed recorded or otherwise been
      identified in public records or should have been recorded or so identified
      as
      containing Hazardous Substances.  Schedule 4.30 sets forth a
      list of personal property belonging to the Company which is located on the
      premises of the Company.




4.31  **Major
      Customers and Suppliers**. Schedule 4.31 sets forth
      (a) the twenty (20) largest customers of Company based on balances outstanding
      at April 30, 2007, and (b) the five (5) largest suppliers of Company, taken
      as a
      whole, on the basis of cost of goods or services purchased for the most recently
      completed fiscal year.  Unless otherwise specified in writing by
      Company to Buyer prior to Closing, no such customer or supplier has ceased or
      materially reduced its purchases from, or sales or provision of services to,
      Company since the most recently completed fiscal year nor has Company received
      any communication or notice from such customer or supplier to materially reduce
      purchases from, or sales or provision of services to, Company.




-21-




4.32  **Broker’s
      Fees**.  Company does not have any liability or obligation
      to pay any fees or commissions to any broker, finder, or agent with respect
      to
      the transactions contemplated by this Agreement.




4.33  **Guaranties**.  Company
      is not a guarantor or otherwise liable for any liability or obligation
      (including indebtedness) of any other Person.




4.34  **Officers
      and Directors**. Schedule 4.34 contains a true and
      complete list of all of the officers, members of the board of directors and
      committees thereof or similar governing bodies of Company.




4.35  **Bank
      Accounts**. Schedule 4.35 contains a list of all
      Company bank accounts and safe deposit boxes and the Persons authorized to
      draw
      thereon or have access thereto.




***ARTICLE
      5***




*REPRESENTATIONS
      AND WARRANTIES OF BUYER*




Buyer
      hereby represents and warrants to Company as of the date hereof, and as of
      the
      Closing, as follows:




5.1  **Organization;
      Power; Good Standing; Regulation**.  Buyer is a California
      corporation duly incorporated, validly existing and in good
      standing.  Buyer has all requisite corporate power and authority to
      enter into this Agreement and perform its obligations
      hereunder.  Buyer as a registered bank holding company is supervised
      and regulated by the Federal Reserve Board and is limited in its activities
      and
      investments under federal banking law and regulations.




5.2  **Authority
      Relative to Agreement**.  The execution, delivery and
      performance by Buyer of this Agreement has been duly and effectively authorized
      by all necessary corporate action by Buyer.  This Agreement has been
      duly executed by Buyer and is valid, legally binding and enforceable obligation
      of the Buyer.




5.3  **Financial
      Capacity**.  Buyer has adequate resources to complete the
      purchase of the Purchased Shares as contemplated by this Agreement.




***ARTICLE
      6***




*TRANSACTIONS
      PRIOR TO THE CLOSING*




6.1  **Access
      to Information**.  Company shall give to Buyer, its
      employees, counsel, accountants and other consultants and representatives,
      full
      access upon reasonable notice during normal business hours throughout the period
      to the Closing to the assets, books, contracts, commitments and records of
      Company for such purposes as Buyer deems appropriate and will furnish to Buyer
      during such period all such information concerning the affairs of Company as
      Buyer or their representatives may reasonably request.  Buyer shall
      cause their representatives to hold in strict confidence all information so
      obtained from Company and, if the transaction herein provided for is not
      consummated as contemplated herein, Buyer will return all such data as Company
      may reasonably request.




-22-




6.2  **Conduct
      of Company’s Business Pending the Closing**.  Prior to the
      Closing, Company and directors and management of Company shall conduct Company
      business consistent with its past practices and shall:




(a)  Operate
      Company’s business only in the usual, regular and ordinary manner and, to the
      extent consistent with such operation, use its commercially reasonable efforts
      to preserve its present business organization and reputation intact, keep
      available the services of its present officers and employees and preserve its
      present relationships and goodwill with persons having business dealings with
      it;




(b)  Maintain
      all of Company’s properties in customary repair, order and condition, reasonable
      wear and use excepted, and maintain insurance upon all of its properties and
      with respect to the conduct of its business in such amounts and of such kinds
      comparable to that in effect on the date hereof;




(c)  Maintain
      Company’s books, accounts and records in accordance with GAAP, consistently
      applied and on a basis consistent with prior years;




(d)  Materially
      comply with all laws and contractual obligations applicable to Company and
      to
      the conduct of its business and perform all of its obligations without
      default;




(e)  Make
      no
      amendment or modification to the Articles of Incorporation or
      Bylaws;




(f)  Not
      enter
      into, or agree to enter into, a merger or consolidation with, or sale of a
      significant amount of its assets to, any Person, nor change the character of
      its
      business in any material respect;




(g)  Not
      change the number of shares of Common Stock or Preferred Stock issued and
      outstanding, nor grant, issue or approve any option, warrant or any other right
      to purchase or to convert any obligation into shares of Common Stock or
      Preferred Stock;




(h)  Not
      declare, pay or make any dividend or other distribution or payment in respect
      of
      shares of Common Stock or Preferred Stock other than quarterly dividends payable
      in June, September, December and March, the amount of each such dividend, if
      any, set forth on Schedule 6.2(h); nor purchase or redeem any such shares
      or dispose of any indebtedness or other security of Company;




-23-




(i)  Not
      terminate the employment of any employee of Company or take any other material
      adverse action against any employee of Company without prior notice to
      Buyer;




(j)  Neither
      (i) pay or provide for any bonus, stock option, stock purchase, profit sharing,
      deferred compensation, pension, multi-employer pension, retirement or other
      similar payment or arrangement other than annual performance bonuses paid to
      qualified employees normally paid in July of each year in such amounts as are
      consistent with the Company’s historical practice, nor (ii) enter into an
      employment or consulting agreement or sales agency with respect to the
      performance of personal services which is not terminable without liability
      by
      Company on thirty days notice or less;




(k)  Not
      (i)
      incur or become subject to, or agree to incur or become subject to, any
      obligation or liability (contingent or otherwise), except in the ordinary course
      of business (without limiting the foregoing or otherwise defining ordinary
      course of business, any contract for the extension of credit or renewal of
      an
      extension of credit to the Company in excess of $1,000,000 shall not be
      considered in the ordinary course of business); (ii) discharge or satisfy any
      Lien or pay any obligation or liability (contingent or otherwise), except in
      the
      ordinary course of business; (iii) mortgage, pledge or subject to Lien on any
      of
      its assets or properties; (iv) sell, assign, transfer, convey, lease or
      otherwise dispose of, or agree to sell, assign, transfer, convey, lease or
      otherwise dispose of, any of its assets or properties, except for fair
      consideration in the ordinary course of business; (v) acquire or lease (other
      than a renewal of an existing lease in the ordinary course of business), or
      agree to acquire or lease (other than a renewal of any existing lease in the
      ordinary course of business) any material assets or property; (vi) waive or
      release any rights except in the ordinary course of business; (viii) transfer
      or
      grant any rights under any concessions, leases, licenses, agreements, patents,
      inventions, trade names, trademarks, copyrights, or with respect to any know-how
      or intellectual property rights except in the ordinary course of business;
      (ix)
      modify, change or terminate any existing license, lease, contract or other
      document except in the ordinary course of business; (x) except in the ordinary
      course of business, make any capital expenditures or enter into any commitments
      therefor; (xi) enter into any collective bargaining agreement or, through
      negotiation or otherwise, make any commitment or incur any liability to any
      labor organization; or (xii) enter into any transaction and make or enter into
      no contract or commitment which by reason of its size or otherwise is not in
      the
      ordinary course of business or is reasonably likely to have a Material Adverse
      Effect on the Company;




(l)  Make
      no
      change in the banking and safe deposit arrangements without prior written notice
      to Buyer, giving the details of such change, nor grant any powers of
      attorney;




(m)  Make
      no
      renovation of property involving any obligation on the part of Company in excess
      of $5,000 in the aggregate without the written consent of Buyer;




(n)  Make
      no
      change in its accounting procedures except as required by law or
      GAAP;




-24-




(o)  Use
      its
      commercially reasonable efforts not to permit any event to occur which would
      result in any of Company’s representations and warranties contained in this
      Agreement not being true and correct; and




(p)  Take
      no
      actions, directly or indirectly, to authorize or knowingly permit any of its
      representatives, directly or indirectly, to solicit or encourage any Acquisition
      Proposal (as hereinafter defined) or participate in any discussions or
      negotiations with, or provide any nonpublic information to, any Person or group
      of persons (other than Buyer, and its representatives) concerning any such
      solicited Acquisition Proposal.  Company shall notify Buyer
      immediately in writing if any inquiry regarding an Acquisition Proposal is
      received by Company, or any affiliate of the Company, including the terms
      thereof.  For purposes of this Section 6.2, “Acquisition
      Proposal” shall mean any (a) proposal pursuant to which any Person other
      than Buyer would acquire or participate in a merger or other business
      combination or reorganization involving Company; (b) proposal by which any
      Person or group, other than Buyer, would acquire the right to vote any shares
      of
      capital stock of Company; (c) acquisition of all or a substantial portion of
      the
      assets of Company; or (d) acquisition of any of the outstanding capital stock
      of
      Company, other than as contemplated by this Agreement.




For
      this
Section 6.2, Buyer shall have consented to the action by Company if Buyer
      has been given written notice by the Company receipt of which has been
      acknowledged in writing by Buyer and Buyer has not provided written objection
      within ten (10) Business Days of such written notice by Company.




6.3  **Consents**.  The
      Company shall use its commercially reasonable efforts to obtain prior to the
      Closing Date all such consents, assignments, and approvals as may be required
      in
      order to enable it to perform its respective obligations hereunder, including,
      but not limited to, all consents and approvals required so that Company may
      continue to enjoy after the Closing Date all rights and benefits presently
      enjoyed by it.




6.4  **Applications**.  Buyer
      and Company shall cooperate and jointly prepare and file as promptly as
      practicable the applications, correspondence or forms to be filed with
      appropriate Regulatory Authorities, and the statements, correspondence or
      applications to be filed to obtain the Requisite Regulatory Approvals to
      consummate the transactions contemplated by this Agreement.




***ARTICLE
      7***




*CONDITIONS
      PRECEDENT TO OBLIGATIONS OF BUYER*




The
      obligations of Buyer under this Agreement are subject to the satisfaction at
      or
      prior to the Closing of each of the following conditions:




7.1  **Accuracy
      of Representations and Warranties**.  The representations
      and warranties of Company herein contained shall be true and correct in all
      material respects (provided that representations and warranties already so
      qualified shall not be ready to be doubly so qualified) on and as of the Closing
      with the same force and effect as though made on and as of such date, except
      as
      affected by transactions contemplated hereby and as to representations and
      warranties made as of a specified date.




-25-




7.2  **Performance
      of Agreements**.  The Company shall have performed all
      obligations and agreements and complied with all covenants and conditions
      contained in this Agreement to be performed or complied with by it/them at
      or
      prior to the Closing in all material respects.




7.3  **Resolutions
      of Board of Directors**.  Buyer shall have received from
      Company certified copies of resolutions of the Board of Directors of Company
      approving this Agreement and authorizing the consummation of the transactions
      contemplated hereby.




7.4  **Company’s
      Certificate**.  Company shall have furnished Buyer with a
      certificate dated as of the Closing Date and signed by its chief executive
      officer and chief financial officer as follows:




(a)  Company
      has fulfilled the conditions specified in Sections 7.1 and 7.2
      hereof.




(b)  Company
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of its jurisdiction of incorporation and Company and Shareholders have
      all
      requisite corporate power to enter into this Agreement and to perform their
      obligations hereunder.




(c)  The
      Articles of Incorporation and Bylaws are true, correct and complete copies
      of
      Company’s articles of incorporation and bylaws and no action has been taken to
      further amend, modify or repeal such Articles of Incorporation or Bylaws, the
      same being in full force and effect as of the Closing.




7.5  **Actions;
      Proceedings**.  There shall not be any actual or, in the
      good faith opinion of Buyer, threatened action or proceeding by or before any
      Governmental Entity, arbitrator, mediator or other body or agency which shall
      seek to impede, restrain, prohibit or invalidate the transactions contemplated
      by this Agreement or which might affect the right of Buyer to own the Purchased
      Shares after the Closing Date.




7.6  **Consents**.  All
      required consents shall have been received by Company including, but not limited
      to, all consents and approvals required to permit Company to enjoy after the
      Closing Date all rights and benefits presently enjoyed by Company, including
      without limitation, such consents and approvals as are required to avoid a
      default or event that, with the passage of time or giving of notice, will be
      a
      default under any agreement between Company and its customers or any other
      Contract.




7.7  **Financial
      Statements**.  On the Closing, Company shall deliver to
      Buyer the Company Financial Statements.




7.8  **Regulatory
      Approvals**.  All permits, approvals and consents required
      to be obtained for Buyer to consummate the transactions contemplated by this
      Agreement, and all waiting periods required to expire under applicable federal
      laws of the United States or applicable laws of any state having jurisdiction
      over the transactions contemplated by this Agreement, shall have been obtained
      or expired, as the case may be (all such permits, approvals and consents and
      the
      lapse of all such waiting periods being referred to as the “Requisite
      Regulatory Approvals”), without the imposition of any condition which in the
      reasonable judgment of Buyer is materially burdensome upon Buyer.  The
      Company shall have the approval of the California Department of Corporations
      to
      continue its commercial finance lenders license with the change in ownership
      after the Closing Date.




-26-




7.9  **Employment
      Agreements**.  At or prior to the Closing, Vince Narez and
      Glen Shu shall each enter into an Employment Agreement with Bay View
      substantially in the forms attached as Exhibit 7.9.1 and
Exhibit 7.9.2, respectively.




7.10  **Director
      Resignations**.  At or prior to the Closing, the directors
      of Bay View and CSNK (except for Vince Narez with respect to the Bay View board
      of directors) shall each provide his/her written resignation which shall be
      accepted by the Company effective as of immediately prior to the Closing, and
      Buyer shall appoint new directors of Bay View by appropriate resolution
      effective as of immediately after the Closing.  The directors of CSNK
      shall be determined and appointed immediately after Closing in accordance with
      the articles of incorporation and bylaws of CSNK.




7.11  **Stock
      Certificates**.  Each of the Shareholders shall have
      delivered his/her/its certificate(s) evidencing ownership of such Shareholder’s
      respective holdings of the Purchased Shares which, in the aggregate constitutes,
      all the issued and outstanding capital stock of the Company.




7.12  **Letter
      of Transmittal**.  Each of the Shareholders shall have
      executed the Letter of Transmittal (“Letter of Transmittal”) in
      substantially the form attached as Exhibit 7.12.




7.13  **Due
      Diligence; No Material Adverse Changes**.  Buyer shall have
      satisfactorily completed its due diligence investigation and between April
      30,
      2007 and the Closing Date, there shall not have occurred any damage or
      destruction of, or loss to, any of the assets of Company, whether or not covered
      by insurance, which has had or may reasonably be expected to have a Material
      Adverse Effect on the Company, nor shall there have occurred any other event
      or
      condition which has had or which reasonably may be expected to have a Material
      Adverse Effect on the Company, including without limitation, any material
      adverse change in proposed legislation, regulations or practices in any state
      in
      which Company transacts business, which would have a Material Adverse Effect
      on
      the Company.




***ARTICLE
      8***




*CONDITIONS
      PRECEDENT FOR ALL PARTIES*




8.1  **Regulatory
      Approvals**.  All Requisite Regulatory Approvals shall have
      been obtained or expired, as the case may be, without the imposition of any
      condition which in the reasonable judgment of Buyer is materially burdensome
      upon Buyer.




8.2  **No
      Action or Proceeding**.  No claim, action, suit,
      investigation or other proceeding brought by any Governmental Entity or other
      third party shall be pending or threatened before any Governmental Entity which
      presents a substantial risk of the restraining or prohibition of the
      transactions contemplated by this Agreement or the obtaining of material damages
      from any of the parties hereto or other relief in connection
      therewith.




-27-




***ARTICLE
      9***




*TERMINATION,
      AMENDMENTS AND WAIVERS*




9.1  **Termination**.  This
      Agreement may be terminated at any time prior to the Closing:




(a)  By
      mutual
      consent of the parties hereto;




(b)  By
      Buyer,
      if an Acquisition Event involving Company shall have occurred;




(c)  By
      Company if there shall have been a material breach of any of the representations
      or warranties of Buyer set forth in this Agreement, which breach, in the
      reasonable opinion of Company, by its nature cannot be cured or is not cured
      prior to the Closing and which breach would, in the reasonable opinion of the
      Company have or be reasonably likely to have, a Material Adverse Effect on
      Buyer
      or Company or upon the consummation of the transactions contemplated
      hereby;




(d)  By
      Buyer
      if there shall have been a material breach of any of the representations or
      warranties of Company set forth in this Agreement or a material breach of any
      of
      the representations or warranties of any Shareholder set forth in such
      Shareholder’s Letter of Transmittal, not otherwise waived by Buyer, which
      breach, in the reasonable opinion of Buyer, by its nature cannot be cured or
      is
      not cured prior to the Closing and which breach would, in the reasonable opinion
      of Buyer have, or be reasonably likely to have, a Material Adverse Effect on
      Buyer or Company or upon the consummation of the transactions contemplated
      hereby;




(e)  By
      Company after the occurrence of a Default by Buyer and the continuance of such
      Default for a period of 10 Business Days after written notice of such Default,
      if such Default, in the reasonable opinion of Company, cannot be cured prior
      to
      the Closing or, even though curable by the Closing, it is not cured prior to
      the
      Closing;




(f)  By
      Buyer
      after the occurrence of a Default by Company and the continuance of such Default
      for a period of ten (10) Business Days after written notice of such Default,
      if
      such Default, in the reasonable opinion of Buyer, cannot be cured prior to
      the
      Closing or, even though curable by the Closing, it is not cured prior to the
      Closing;




(g)  By
      Company upon the failure of any of the conditions specified in Article 8
      to have been satisfied prior to Closing;




(h)  By
      Buyer
      upon the failure of any of the conditions specified in Article 7 or 8 to
      have been satisfied prior to Closing; or




(i)  By
      either
      Company or Buyer if the Closing shall not have occurred on or before October
      31,
      2007 for any reason.




-28-




9.2  **Effect
      of Termination; Survival**.  Except as provided in
Section 9.3, no termination of this Agreement as provided in Section
      9.1 for any reason or in any manner shall release, or be construed as so
      releasing, any party hereto from its obligations pursuant to Sections 9.3 or
      9.4 hereof or from any liability or damage to any other party hereto arising
      out of, in connection with, or otherwise relating to, directly or indirectly,
      said party’s material breach, Default or failure in performance of any of its
      covenants, agreements, duties or obligations arising hereunder, or any breaches
      of any representation or warranty contained herein arising prior to the date
      of
      termination of this Agreement.




9.3  **Liquidated
      Damages; Cancellation Fee**.




(a)  In
      the
      event of (i) the occurrence of an Acquisition Event involving Company other
      than
      as contemplated by this Agreement or (ii) termination of this Agreement by
      Buyer
      pursuant to (A) Section 9.1(d) (breach of representations or warranties
      of Company) where such breach of representation or warranty, shall have been
      caused in whole or in material part by any action or inaction within the control
      of Company or Shareholders or (B) Section 9.1(f) (Default), where such
      Default shall have been caused in whole or in material part by any action or
      inaction within the control of Company or Shareholders, then Company shall
      pay
      to Buyer the sum of $250,000 in cash.




(b)  In
      the
      event of termination of this Agreement by Company pursuant to  (i)
Section 9.1(c) (breach of representations or warranties of Buyer) where
      such breach of representation or warranty, shall have been caused in whole
      or in
      material part by any action or inaction within the control of Buyer, (ii)
Section 9.1(e) (Default), where such Default shall have been caused in
      whole or in material part by any action or inaction within the control of Buyer,
      or (iii) the Closing has not occurred on or before October 31, 2007 through
      no
      fault of Company or any Shareholder, then Buyer shall pay to Company the sum
      of
      $250,000, in cash.




(c)  The
      parties have determined that the occurrence of any of the events or
      circumstances set forth in Article 9 would cause a substantial damage and
      loss and lost business opportunities to the party terminating this Agreement
      as
      a result thereof and that the payments contemplated by this Section 9.3
      above provide reasonable and fair compensation for such damage, loss and lost
      business opportunities and are not intended to be and do not constitute a
      penalty or forfeiture.  Such payments will be made within 10 Business
      Days following a termination of the Agreement that gives rise to the payment
      of
      such liquidated damages pursuant to this Sections 9.3, as
      applicable.  Upon the making and receipt of payments due under this
Section 9.3 neither party, nor any Affiliates of any party, shall have
      any further obligation or liability of any kind under this Agreement to the
      other party, except pursuant to Section 11.4.




(d)  In
      the
      event of the termination of this Agreement by Company or Buyer and for any
      reason other than as specified in Section 9.3 (a), (b) and (c) above,
      none of the parties hereto, including any Shareholder, nor any Affiliates of
      any
      such parties, inclusive of officers and directors, shall have any further
      obligation or liability of any kind to the other party, except pursuant to
      Section 11.4.




-29-




***ARTICLE
      10***




*NATURE
      AND SURVIVAL OF*




*REPRESENTATIONS
      AND WARRANTIES; INDEMNIFICATION*




10.1  **Indemnification
      by********Company**. Company
      agrees to defend, indemnify and hold Buyer, its respective officers, directors,
      agents, representatives, subsidiary and Company entities and affiliates and
      its
      successors and assigns, harmless from and against any claim, demand, action,
      lawsuit, proceedings, liability, expense, judgment, loss or other damage
      (including, without limitation, reasonable attorneys’ fees and expenses)
      (collectively, “Claims”) in respect of: any and all Claims resulting from
      any misrepresentation, inaccuracy or breach of warranty or violation of any
      covenant made by Shareholders or Company hereunder, or in any Schedule, Exhibit
      or certificate furnished or to be furnished by Shareholders or Company
      hereunder.




10.2  **Indemnification
      by Buyer**.  Buyer agrees to protect, defend, indemnify and
      hold harmless Company and Shareholders from and against any and all Claims
      arising out of or that may result from any misrepresentation, inaccuracy or
      breach of warranty of any of the representations and warranties set forth in
      Article 6 or any failure by Buyer to comply with any of its covenants and
      agreements set forth herein or in any other document executed in connection
      with
      the transactions contemplated hereby.




10.3  **Limitations
      on Indemnification**.  Except as otherwise described below
      in this Section10.3, Company, Shareholders and Buyer will have no
      indemnification obligations or liabilities under this Agreement arising from
      any
      Claim described in a notice delivered in accordance with Section10.4 below after the second anniversary of the Closing
      Date.  The limitations on liability and indemnification in the
      foregoing sentence will not apply to any Claim based on fraud of Shareholders
      or
      Company.




10.4  **Notification**.  Buyer,
      Shareholders or Company, as the case may be, will promptly notify the other
      of
      the existence or occurrence of any facts or events which give rise to the
      assertion of any Claim under the provisions of this Article
      10.  If such Claims are due to the claims of third parties, the
      indemnifying parties promptly and diligently shall take such actions as may
      be
      reasonably required to defend or settle such claims and shall keep the
      indemnified parties advised of the current status thereof.  The
      indemnified parties, at the indemnifying parties’ expense, reasonably shall
      cooperate with the indemnifying parties’ defense and the indemnifying parties
      reasonably shall consider the indemnified parties’ advice.




10.5  **Set-Off**.  Subject
      to and in accordance with the provisions of this Section 10.5, Buyer is
      hereby authorized at any time after giving notice to Shareholders, and from
      time
      to time, to set-off and apply (i) the Holdback Amount, or any portions thereof,
      and (ii) any and all other amounts owing by Buyer or its Affiliates to
      Shareholders or their respective Affiliates under this Agreement or any
      Agreements entered into in connection with this Agreement, against any amounts
      to which Company is obligated to indemnify Buyer pursuant to any provision
      of
      this Article 10(individually, a “Loss” and
      collectively, “Losses”).  The rights of Buyer under this
Section10.5 are the Buyer’s sole and exclusive remedy for
      breaches of representations, warranties and covenants under this Agreement
      other
      than any Claim based on fraud or active concealment of Shareholders or
      Company.




-30-




(a)  In
      the
      event that Buyer delivers in accordance with Section 11.5 a Claim Notice
      to the Shareholder Representative, upon receipt by the Shareholder
      Representative of such Claim Notice from Buyer, the Shareholder Representative
      shall have a 30-day period to object to the claim(s) made by Buyer in the Claim
      Notice in a written statement to Buyer (the “Objection
      Notice”).  For purposes hereof, the term “Claim Notice”
shall mean a certificate signed by Buyer or any officer of Buyer
      (A) stating
      that Buyer has paid, sustained, incurred or accrued a Loss or Losses, and
      (B) specifying in reasonable detail the individual items of the Loss or
      Losses included in the amount so stated, the date each such item was paid,
      sustained, incurred or accrued, and the nature of the misrepresentation, breach
      of warranty or covenant to which such item is related.  In case the
      Shareholder Representative delivers an Objection Notice, Buyer and Shareholder
      Representative shall attempt in good faith to agree upon the rights of the
      respective parties with respect to each of such claim(s).  If the
      Shareholder Representative and Buyer should so agree, a memorandum setting
      forth
      such agreement shall be prepared and signed by Shareholder Representative and
      Buyer.  If no such agreement can be reached after good faith
      negotiation and prior to 30 days after delivery of an Objection Notice, either
      Buyer or the Shareholder Representative may demand arbitration of the matter
      unless the amount of the Loss that is at issue is the subject of a pending
      litigation, in which event arbitration shall not be commenced until such amount
      is ascertained or both parties agree to arbitration, and in either such event
      the matter shall be settled by arbitration conducted by one arbitrator mutually
      agreeable to Buyer and the Shareholder Representative.  In the event
      that, within 30 days after submission of any dispute to arbitration, Buyer
      and
      the Shareholder Representative cannot mutually agree on one arbitrator, then,
      within 15 days after the end of such 30-day period, Buyer and the Shareholder
      Representative shall each select one arbitrator.  The two arbitrators
      so selected shall select a third arbitrator.




(b)  Any
      arbitration in accordance with this Section 10.5 shall be held in
      Sacramento, California under the rules then in effect of the American
      Arbitration Association.  The arbitrator(s) shall determine how all
      expenses relating to the arbitration shall be paid, including without
      limitation, the respective expenses of each party, the fees of each arbitrator
      and the administrative fee of the American Arbitration
      Association.  The arbitrator or arbitrators, as the case may be, shall
      set a limited time period and establish procedures designed to reduce the cost
      and time for discovery while allowing the parties an opportunity, adequate
      in
      the sole judgment of the arbitrator or majority of the three arbitrators, as
      the
      case may be, to discover relevant information from the opposing parties about
      the subject matter of the dispute.  The arbitrator, or a majority of
      the three arbitrators, as the case may be, shall rule upon motions to compel
      or
      limit discovery and shall have the authority to impose sanctions, including
      attorneys’ fees and costs, to the same extent as a competent court of law or
      equity, should the arbitrators or a majority of the three arbitrators, as the
      case may be, determine that discovery was sought without substantial
      justification or that discovery was refused or objected to without substantial
      justification. The decision of the arbitrator or a majority of the three
      arbitrators, as the case may be, as to the validity and amount of any claim
      in
      such Claim Notice shall be final, binding, and conclusive upon the parties
      to
      this Agreement, the Shareholders and Buyer.  Such decision shall be
      written and shall be supported by written findings of fact and conclusions
      which
      shall set forth the award, judgment, decree or order awarded by the
      arbitrator(s).  Judgment upon any award rendered by the arbitrator(s)
      may be entered in any court having jurisdiction.




-31-


10.6  **Shareholder
      Representative**.




(a)  By
      virtue
      of delivery of a Letter of Transmittal, each Shareholder shall be deemed to
      have
      agreed to appoint Vince Narez as its agent and attorney-in-fact, as the
      Shareholder Representative for and on behalf of the Shareholders to act as
      the
      Shareholders’ representative and agent for all purposes under this Agreement
      including without limitation to give and receive notices and communications,
      to
      authorize payment to Buyer in satisfaction of claims by Buyer, to object to
      such
      payments, to agree to negotiate, enter into settlements and compromises of,
      and
      demand arbitration and comply with orders of courts and awards of arbitrators
      with respect to such claims, to assert, negotiate, enter into settlements and
      compromises of, and demand arbitration and comply with orders of courts and
      awards of arbitrators with respect to, any other claim by Buyer and to take
      all
      other actions that are either (i) necessary or appropriate in the judgment
      of the Shareholder Representative for the accomplishment of the foregoing or
      (ii) specifically mandated by the terms of this Agreement.  Such
      agency may be changed by the Shareholders from time to time upon not less than
      30 days prior written notice to Buyer; *provided, however*, that the
      Shareholder Representative may not be removed unless holders of two-thirds
      of
      the Purchased Shares agree to such removal and to the identity of the
      substituted agent.  A vacancy in the position of Shareholder
      Representative may be filled by the holders of a majority of the Preferred
      Shares.  No bond shall be required of the Shareholder Representative,
      and the Shareholder Representative shall not receive any compensation for his
      or
      its services.  Notices or communications to or from the Shareholder
      Representative shall constitute notice to or from the Shareholders.




(b)  The
      Shareholder Representative shall not be liable for any act done or omitted
      hereunder as Shareholder Representative while acting in good faith and in the
      exercise of reasonable judgment.****The Shareholders shall
      indemnify the Shareholder Representative and hold the Shareholder Representative
      harmless against any loss, liability or expense incurred without gross
      negligence or bad faith on the part of the Shareholder Representative and
      arising out of or in connection with the acceptance or administration of the
      Shareholder Representative’s duties hereunder, including the reasonable fees and
      expenses of any legal counsel retained by the Shareholder
      Representative.  A decision, act, consent or instruction of the
      Shareholder Representative shall constitute a decision of the Shareholders
      and
      shall be final, binding and conclusive upon the Shareholders; and Buyer may
      rely
      upon any such decision, act, consent or instruction of the Shareholder
      Representative as being the decision, act, consent or instruction of the
      Shareholders.  Buyer is hereby relieved from any liability to any
      person for any acts done by them in accordance with such decision, act, consent
      or instruction of the Shareholder Representative.




10.7  **Basket**.  Notwithstanding
      anything to the contrary contained in this Article 10, no Claim for
      indemnification shall be made unless the aggregate amount of all Claims made
      is
      in excess of $100,000 (the “Basket”); provided, however, that this
      limitation shall not apply to any Claim resulting from a breach of the
      representations or warranties contained in Sections 4.3(a), 4.3(b),
      4.3(c), 4.9 or 4.27.  If the aggregate amount of Claims
      should ever exceed the Basket, then such Claims for indemnification shall be
      satisfied to the full amount, including the amount of the Basket.




-32-


***ARTICLE
      11***




*MISCELLANEOUS*




11.1  **Waivers
      and Amendments**.  This Agreement may be amended, modified
      or supplemented only by a written instrument executed by all the parties
      hereto.  Except as provided in the preceding sentence, no action taken
      pursuant to this Agreement, including, without limitation, any investigation
      by
      or on behalf of any party, shall be deemed to constitute a waiver by the party
      taking such action of compliance with any representations, warranties, covenants
      or agreements contained herein.  The waiver by any party hereto of a
      breach of any provision of this Agreement shall not operate or be construed
      as a
      waiver of any subsequent breach.




11.2  **Expenses**.  Whether
      or not the transactions contemplated by this Agreement are consummated, each
      party shall pay the fees and expenses of his counsel, accountants, other experts
      and all other expenses incurred by it incident to the negotiation, preparation
      and execution of this Agreement and the performance by the parties of their
      obligations hereunder.




11.3  **Occurrences
      of Conditions Precedent**.  Each of the parties hereto
      agrees to use its commercially efforts to cause all conditions precedent to
      its
      obligations under this Agreement to be satisfied.




11.4  **Press
      Releases; Confidentiality**.  No press releases or public
      announcement regarding the transactions contemplated by this Agreement shall
      be
      issued by either party without the prior written consent of the other party,
      which consent shall not be unreasonably withheld or delayed, except in the
      event
      that the parties are unable to agree on a press release or public announcement
      and legal counsel for one party provides a written statement to both parties
      that such press release is required by law (including, but not limited to,
      a
      press release, a Form 8-K or other filing pursuant to the requirements of the
      Securities Exchange Act of 1934, as amended), then such party may issue the
      legally required press release or filing.  In addition, except as
      disclosure may otherwise be required by law or deemed necessary or advisable
      by
      counsel of both parties, the parties shall use reasonable efforts to maintain
      the confidentiality of the terms of this Agreement.




11.5  **Notices**.  Any
      notices or other communications required or permitted under this Agreement
      shall
      be sufficiently given if in writing and (i) hand-delivered, including delivery
      by courier service, (ii) sent by certified mail, return receipt requested,
      postage pre-paid addressed to the recipient at the address stated below, or
      to
      such other address as the party concerned may substitute by written notice
      to
      the other parties.




If
                to Company:
            Bay
                View Funding




2121
                South El Camino Real




San
                Mateo, California 94403, Suite B100




Attention:
                President/CEO




Fax:
                (650) 294-7250




-33-


With
                a copy to:
            Ray
                Quinney & Nebeker




36
                South State Street




Salt
                Lake City, Utah  84111




Fax:
                (801) 532-7543


Attn:
      Mark Bonham




If
                to Buyer:
            Capital
                Corp of the West




550
                West Main Street




Merced,
                California 95340




Attention:
                Thomas T. Hawker, President/CEO




Fax:
                (209) 725-4550




With
                a copy to:
            Capital
                Corp of the West


550
                West Main Street


Merced,
                California 95340


Attention:
                Richard de la Pena, Executive VP and General
                Counsel


Fax:
                (209) 725-4550




And
                a copy to:
            Gary
                Steven Findley and Associates




1470
                N. Hundley




Anaheim,
                California 92806




Attention:
                Gary Steven Findley




Fax:
                (714) 630-7910









All
      notices hand-delivered shall be deemed received on the day of the
      delivery.  All notices forwarded by mail shall be deemed received on
      the date three (3) days (excluding Sundays and any legal holidays when the
      U.S.
      mail is not delivered) immediately following date of deposit in the U.S. mail;
      provided, however, the return receipt indicating the date upon which the notice
      is received shall be prima facie evidence that such notice was received on
      the
      date of the return receipt.  Addresses may be changed by giving notice
      of such change in the manner provided herein.  Unless and until such
      written notice is received, the last address given shall be deemed to continue
      in effect for all purposes.




11.6  **Binding
      Effect; Benefits**.  This Agreement shall inure to the
      benefit of and be binding upon the parties hereto and their heirs, personal
      representatives, successors and assigns; nothing in this Agreement, expressed
      or
      implied, is intended to confer on any person other than the parties hereto,
      or
      their heirs, personal representatives, successors and assigns, any rights,
      remedies, obligations or liabilities under or by reason of this
      Agreement.




11.7  **Non-assignability**.  This
      Agreement and any rights pursuant hereto shall not be assignable by either
      party
      without the prior written consent of the other; provided, however, that Buyer
      may assign this Agreement to an Affiliate of Buyer without the consent of
      Company or any Shareholder.




11.8  **Applicable
      Law**.  This Agreement shall in all respects be governed by
      the laws of the State of California as such laws are applied to agreements
      between California residents entered into and to be performed entirely within
      California, without regard to conflict of laws rules.  The agreed upon
      venue and jurisdiction for any action or proceeding based on or arising out
      of
      this Agreement shall be the state and federal courts located in Sacramento,
      California.




-34-




11.9  **Attorney’s
      Fees**.  Each party agrees to reimburse the other
      party/parties for reasonable costs, fees and expenses (including, without
      limitation, reasonable attorneys’ and experts’ costs, fees and expenses)
      incurred by the nonbreaching party/parties in connection with a successful
      legal
      action to enforce the terms of this Agreement.




11.10  **Section
      and Other Headings**.  The section and other headings
      contained in this Agreement are for reference purposes only and shall not affect
      the meaning or interpretations of this Agreement.




11.11  **Counterparts**.  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original and all of which together shall be deemed to be one
      and
      the same instrument.




11.12  **Effect
      of Investigation**.  Except as specifically set forth
      herein, no investigation by the parties hereto in connection with this Agreement
      or otherwise shall affect the representations and warranties of the parties
      contained herein or in any certificate or other document delivered in connection
      herewith and each such representation and warranty shall survive such
      investigation.




***ARTICLE
      12***




*POST
      PURCHASE COMPANY AND BUYER COVENANTS*




12.1  **Special
      Bonus Pool**.  The Company shall establish a special bonus
      plan with an aggregate bonus pool amount of $300,000 (the “Special Bonus Pool
      Amount”) which is to be used to supplement the Company’s current bonus pool
      to retain key employees of the Company after the Closing Date.  The
      costs of the special bonus plan (including, without limitation, amounts paid
      into the special bonus plan and all applicable federal and state payroll and
      similar taxes) shall be borne equally (50% each) by the Company and the
      Shareholders, with the Shareholders’ portion of such costs to be deducted by
      Buyer from any Purchase Price earn outs owing to Shareholders.  On the
      date that is two (2) years subsequent to the Closing, if the Company has
      achieved the Extended Earn Out (as defined in Exhibit 2.2), then the Special
      Bonus Pool Amount shall be paid.  Additional terms of the special
      bonus plan are set forth in Exhibit 12.1.  Any funds not
      expended pursuant to the special bonus plan shall revert to the
      Company.  The key employees and allocation of the special bonus pool
      shall be determined by the Company’s board of directors as it will exist after
      the Closing.




12.2  **Employee
      Benefits**.  Following the Closing Date, Buyer shall
      arrange for each Company employee who becomes a Buyer employee (or an employee
      of any Buyer subsidiary or affiliate) after the Closing Date (the
“Transferred Employees”) to be eligible for at least substantially the
      same benefits in the aggregate as those provided to similarly situated employees
      of Buyer.  Each Transferred Employee (including without limitation all
      eligible dependents) shall, to the extent permitted by law and applicable tax
      qualification requirements, and subject to any applicable break in service
      or
      similar rule, receive credit including for eligibility to participate and
      vesting under Buyer employee benefit plans for years of service with the Company
      (and its subsidiaries, affiliates, and predecessors) prior to the Closing Date
      (except where doing so would cause a duplication of benefits).  If
      applicable, Buyer shall cause any and all pre-existing condition (or actively
      at
      work or similar) limitations, eligibility waiting periods and evidence of
      insurability requirements under any group health plans to be waived with respect
      to such Transferred Employees and their eligible dependents in accordance with
      applicable laws and shall provide them with credit for any co-payments,
      deductibles, and offsets (or similar payments) made during the plan year
      including the Closing Date for the purposes of satisfying any applicable
      deductible, out-of-pocket, or similar requirements under any Buyer employee
      benefit plans or programs in which they are eligible to participate after the
      Closing Date.




-35-


The
      undersigned, intending to be legally bound hereby, have duly executed and
      delivered this Agreement as of the date first above written.




CAPITAL
                CORP OF THE WEST














By:




Thomas
                T. Hawker, President and ChiefExecutive
                Officer









BAY
                VIEW FUNDING














By:









Its:









SHAREHOLDER
                REPRESENTATIVE:By:


Vince
      Narez















-36-







**EXHIBIT
      2.2**









1.  There
      will be a cash payment at Closing 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 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**.







2.  The
      remaining 15% of 3.25 times the EBITDA (the “Installment”) will be paid out over
      a two-year period in equal installments, paid out each anniversary of the
      Closing, together with interest at 7% per annum, as follows:




(a)  on
      the first anniversary of the Closing Date, an Installment payment equal to
      5% of
      3.25 times the EBITDA amount outlined in part 1 above together with interest
      at
      7% per annum from the Closing date; and




(b)
      on
      the second anniversary of the Closing Date, an Installment payment equal to
      10%
      of 3.25 times the EBITDA amount outlined in part 1 above. Together with interest
      at 7% per annum from the Closing date.





3.  An
      additional .375 times the EBITDA (the “Earn Out”) will be paid out over a
      two-year period in equal installments, paid out on each anniversary of the
      Closing Date, as detailed below:




(a)  1/2
      of the Earn Out payment (“Revenue Earn Out”) will be contingent on Company
      achieving revenue growth equal to an established Revenue Growth Threshold
      (“Revenue Growth Threshold”).  Revenue Growth Threshold will be
      established as 7.5% of total net revenue growth (represents Interest Income
      and
      Non-Interest Income) over the previous twelve-month period as calculated as
      of
      April 30, 2007 at $9,482,069.  If Company achieves total net revenue
      growth over the previous twelve month period of 5%, it will be eligible to
      receive 1/2 of this Revenue Earn Out; and





(b)  1/2
      of the Earn Out payment (“EBITDA Earn Out”) will be contingent on Company
      achieving EBITDA growth equal to an established EBITDA Growth Threshold (“EBITDA
      Growth Threshold”).  EBITDA Growth Threshold will be established as
      7.5% of total EBITDA growth over the previous twelve-month period as calculated
      as of April 30, 2007 at $4,225,044.54.  If Company achieves total
      EBITDA growth over the previous twelve month period of 5%, it will be eligible
      to receive 1/2 of the EBITDA Earn Out.




-i-




4.  An
      additional .375 times the EBITDA (the “Extended Earn Out”) will be paid out over
      a two-year period if both of the following have been achieved:




(a)  1/2
      of the Extended Earn Out payment (“Extended Revenue Earn Out”) will be
      contingent on Company achieving revenue growth equal to an established Revenue
      Growth Threshold (“Extended Revenue Growth Threshold”).  Extended
      Revenue Growth Threshold will be established as 15% of total net revenue growth
      (represents Interest Income and Non-Interest Income) over the previous
      twenty-four month period.  If Company achieves total net revenue
      growth over the previous twenty-four month period of 7.5% and 7.5% EBITDA growth
      as detailed below, it will be eligible to receive 1/2 of this Extended Revenue
      Earn Out; and





(b)  1/2
      of the Extended Earn Out payment (“Extended EBITDA Earn Out”) will be contingent
      on Company achieving EBITDA growth equal to an established EBITDA Growth
      Threshold (“Extended EBITDA Growth Threshold”).  Extended EBITDA
      Growth Threshold will be established as 15% of total EBITDA growth over the
      previous twenty-four month period.  If Company achieves total EBITDA
      growth over the previous twenty-four month period of 7.5% and 7.5% revenue
      growth as detailed above, it will be eligible to receive 1/2 of the Extended
      EBITDA Earn Out.




5.  **EBITDA****.  EBITDA
                shall mean net income before interest,**taxes, depreciation and
                amortization adjusted as follows:




·
            In
                the calculation of Base Price, the parties expressly agree that no
                allocation of expenses or overhead from Buyer will be included unless
                mutually agreed in writing by both
                parties.




·
            Actual
                losses, not a loan loss provision, shall be used for adjustment of
                the
                annual prospective EBITDA measurement for calculating the earn
                out.  A special provision shall be included for purposes of any
                final earn-out payment to allow a 90 day period following the expiration
                of the second year to make sure there are no charge offs that are
                taken
                immediately after the expiration (during the 90 day period) that
                are over
                and above the reserves that Company holds back for their
                customers.  The existing loan loss reserve must be adequate to
                address any current losses not yet recognized as of the transaction
                date.




·
            Revenue
                and costs associated with any acquisition shall be excluded from
                the
                EBITDA computation.




·
            Compliance
                costs associated with BSA, SOX, etc. shall be includable in the EBITDA
                computation  but not exceed $20,000 per
                annum.




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·
            Costs
                associated with any name change of the Company including marketing,
                UCC
                amendments, factoring agreement amendments shall be excluded from
                the
                EBITDA computation.




·
            The
                EBITDA computation shall include all costs associated with the
                compensation, bonuses  and benefits provided to
                employees.




·
            Costs
                associated with termination of the Wells Fargo Foothill funding
                arrangement shall be excluded from the EBITDA
                computation.




·
            The
                parties agree to continue to charge and collect at the existing rate
                for
                Wire and ACH transfer fees.






The
                parties agree that any Special Employee Bonus Pool payments will
                be
                excluded from any of the EBITDA computations
                hereunder.


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