Exhibit 10.39

NORTH VALLEY PLAZA  SHOPPING CENTER LEASE        BY AND BETWEEN        M&H REALTY PARTNERS IV L.P.,  a California limited partnership ("Landlord")        and    
 BUTTE COMMUNITY BANK,  a California corporation  ("Tenant")

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TABLE OF CONTENTS

|ARTICLE                                                        |  | PAGE
|-------------------------------------------------------------- |  | ----
|1. PREMISES                                                    |  | 3   
|2. TERM                                                        |  | 3   
|3. RENT                                                        |  | 4   
|4. PRO RATA SHARE OF COMMON AREA EXPENSES, TAXES AND INSURANCE |  | 4   
|5. COMMON AREA                                                 |  | 4   
|6. TAXES                                                       |  | 7   
|7. INSURANCE; INDEMNITY; SUBROGATION                           |  | 7   
|8.INTENTIONALLY OMITTED                                        |  | 9   
|9. USE                                                         |  | 9   
|10. MAINTENANCE, REPAIRS, ALTERATIONS                          |  | 10  
|11. UTILITIES                                                  |  | 12  
|12. MECHANIC'S LIENS                                           |  | 13  
|13. ASSIGNMENT AND SUBLETTING                                  |  | 14  
|14. DEFAULTS, REMEDIES                                         |  | 15  
|15. DESTRUCTION                                                |  | 16  
|16. CONDEMNATION                                               |  | 17  
|17. ADVERTISING, SIGNS AND DISPLAYS                            |  | 17  
|18. COMPLIANCE WITH LAWS                                       |  | 18  
|19. HOLDING OVER                                               |  | 19  
|20. LATE CHARGE AND INTEREST                                   |  | 19  
|21. QUIET ENJOYMENT                                            |  | 19  
|22. RIGHT OF ENTRY                                             |  | 19  
|23. WAIVERS                                                    |  | 19  
|24. TRANSFER OF LANDLORD'S INTEREST                            |  | 19  
|25. ESTOPPEL CERTIFICATES                                      |  | 19  
|26. ATTORNEY'S FEES                                            |  | 20  
|27. REAL ESTATE BROKER; FINDERS                                |  | 20  
|28. SUBORDINATION AND ATTORNMENT                               |  | 20  
|29. LIMITATION ON LIABILITY                                    |  | 20  
|30. NO ACCORD AND SATISFACTION                                 |  | 21  
|31. LANDLORD WARRANTIES                                        |  | 21  
|32. OTHER TENANCIES                                            |  | 21  
|33. NOTICES                                                    |  | 21  
|34. MISCELLANEOUS                                              |  | 22  

The
following exhibits are attached hereto and incorporated herein by this reference:



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LEASE SUMMARY

This Lease Summary is attached to and incorporated into that certain Lease between Landlord and Tenant as defined below. For purposes of the attached Lease, the
following terms shall have the following meanings:

|                                            
|--------------------------------------------
|Effective Date of Lease:                    
|                                            
|Shopping Center:                            
|                                            
|Landlord:                                   
|                                            
|Landlord's Notice Address:                  
|                                            
|Tenant:                                     
|                                            
|Tenant's Notice Address:                    
|                                            
|Tenant's Trade Name:
 
(Section 9.1)        
|                                            
|Permitted Use:
  
(Section 9.1)             
|                                            
|Exclusive Use:
 
(Section 9.2)              
|                                            
|Premises Address:                           
|                                            
|M&H Unit:                                   
|                                            
|Gross Floor Area of Premises:
  
(Article 1)
|                                            
|Initial Term:
 
(Section 2.1)               
|                                            
|Option Period(s):
  
(Section 2.3)          
|                                            

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|Term Commencement Date:
  
(Section 2.1)   |  | Upon substantial completion of Landlord's Work as shown in Exhibit "C" hereto and delivery of the Premises to Tenant.                
|------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------
|                                          
|Termination Contingency:                   |  | (i)                                                                                                                                  
|                                           |  | (ii)                                                                                                                                 
|                                          
|Rental Commencement Date:
  
(Section 3.1) |  | The earlier of one hundred eighty (180) days following the Term Commencement Date, or date Tenant opens for business in the Premises.
|                                          
|Minimum Rent/NNN:                          |  | Months                                                                                                                               
|(Section 3.1)                              |  | Term Commencement Date to Rental Commencement Date:                                                                                  
|                                           |  | Rental Commencement Date - 60:                                                                                                       
|                                           |  | 61 - 120:                                                                                                                            
|                                           |  | Option Period                                                                                                                        
|                                           |  | 1 - 60:                                                                                                                              
|                                           |  | 61 - 120:                                                                                                                            
|                                          
|Security Deposit:                          |  | N/A                                                                                                                                  
|                                          
|Minimum Business Hours:
  
(Section 9.3)   |  | Standard operating hours for a majority of Tenant's facilities.                                                                      
|                                          

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SHOPPING CENTER LEASE

THIS SHOPPING CENTER LEASE ("Lease") is made and entered into as of January 28, 2002, (the "Effective Date") by and betweenM&H
Realty Partners IV L.P., a California limited partnership ("Landlord"), andButte Community Bank, a California
corporation ("Tenant").

1.PREMISES.In consideration of the mutual promises, covenants and conditions herein set forth, Landlord hereby
leases to Tenant and Tenant hereby leases from Landlord the Premises (which are deemed to contain the number of square feet of floor area set forth in the Lease Summary) located in the Shopping Center
described in Exhibit "A" hereto.

2.TERM.



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3.RENT.



4.PRO RATA SHARE OF COMMON AREA EXPENSES, TAXES and INSURANCE.



5.COMMON AREA.



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6.TAXES.



7.INSURANCE; INDEMNITY; SUBROGATION.



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8.INTENTIONALLY OMITTED.

9.USE.



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Notwithstanding
anything contained herein to the contrary, Landlord shall not be obligated to maintain or enforce the terms of this Section 9.2, or any similar provisions of the
Lease to the extent same would be in violation of any anti-trust law. If such anti-trust violation is the basis of a claim or counterclaim against Landlord in connection with Landlord's attempted
enforcement of this exclusive, then Landlord shall promptly consult with Tenant regarding Tenant's desire to further pursue enforcement of this exclusive. In addition, Tenant shall defend, indemnify
and save Landlord and its employees, agents and assigns harmless from and against any and all losses, damages, actions, causes of action, claims, liabilities, demands, costs and expenses including,
without limitation, attorneys' fees, arising out of the Exclusive Use restrictions set forth herein or arising out of the enforcement of such restrictions.



10.MAINTENANCE, REPAIRS, ALTERATIONS.



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11.UTILITIES.



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12.MECHANICS LIENS.Tenant shall keep the Premises and the Shopping Center free and clear of all mechanic's
liens, stop notices, demands and claims arising from work done by or for Tenant or for persons claiming under Tenant and Tenant shall indemnify and save Landlord free and harmless from and against any
Claims arising from or relating to the same. If Tenant fails to remove or satisfy any mechanic's lien, stop notice or claim in connection with work performed by or on behalf of Tenant
within five (5) days after written notice by Landlord, Landlord shall have the right (but not the obligation), in addition to any other rights or remedies of Landlord, to use whatever means in its
discretion it may deem appropriate to cause said claim, stop notice, or lien to be rescinded, discharged,

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compromised, dismissed or removed, including, without limitation, posting a bond. Any such sums paid by Landlord, including attorneys' fees and bond premiums, shall be immediately due and payable to
Landlord by Tenant. Tenant shall immediately give Landlord notice of any claim, demand, stop notice or lien made or filed against the Premises or the Shopping Center and/or any action affecting title
to the Premises or Shopping Center.

13.ASSIGNMENT AND SUBLETTING.



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14.DEFAULTS, REMEDIES.



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15.DESTRUCTION.



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16.CONDEMNATION.



17.ADVERTISING, SIGNS AND DISPLAYS.Tenant shall not erect or install in, upon or about the Premises, any
exterior or interior signs or advertising media, or window or door lettering or placards, without Landlord's consent which may be withheld in Landlord's sole discretion. All such signs shall comply
with all applicable laws, City of Chico sign ordinances, rules and regulations and the Shopping Center's sign criteria attached hereto as Exhibit "D". Tenant shall not use any advertising media that
can be heard or seen outside the Premises, such as loudspeakers, phonographs or radio broadcasts. Upon expiration of this Lease, Tenant shall promptly remove all signs installed hereunder and shall
"cap-off" the electrical wiring thereto and repair all damage caused thereby. Notwithstanding the above, Tenant shall have the right to place signage on at least two (2) sides of the Premises
building, plus directional signs for Tenant's drive-thru. Landlord's consent to Tenant's signs pursuant to

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this Article 17 shall not be unreasonably withheld and will not be rejected on the basis of color or design as long as the color and design are consistent with Tenant's logo and color scheme
as of the Effective Date of this Lease.

18.COMPLIANCE WITH LAWS.



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19.HOLDING OVER.If Tenant, with Landlord's consent, remains in possession of the Premises after the expiration
or sooner termination of the Lease Term, such possession by Tenant shall be deemed to be a month-to-month tenancy, terminable on thirty (30) day's prior written notice given at any time by either
party. All provisions of this Lease shall apply to the month-to-month tenancy, except those specifying the Lease Term, options to extend and Monthly Minimum Rent, which shall be one hundred fifty
percent (150%) of the Monthly Minimum Rent paid in the month immediately preceding the month-to-month tenancy.

20.LATE CHARGE and INTEREST.



21.QUIET ENJOYMENT.So long as Tenant is not in default hereunder, then, subject to the other terms and
conditions of this Lease, Tenant shall not incur any manner of hindrance or interference with its quiet enjoyment, possession and use from Landlord.

22.RIGHT OF ENTRY.Landlord and its authorized representatives, shall have the right to enter the Premises at
all reasonable times upon reasonable notice without diminution or abatement of Rent. During the last ninety (90) days of the Lease Term, Landlord shall have the right to show the Premises to
prospective tenants upon reasonable notice to Tenant.

23.WAIVERS.No delay or omission in the exercise of any right or remedy of Landlord with respect to any default
by Tenant shall impair such right or remedy or be construed as a waiver. The receipt and acceptance by Landlord of delinquent Rent or other payments due hereunder shall not constitute a waiver of any
other default. Landlord's consent or approval shall not be deemed to render unnecessary the obtaining of Landlord's consent to or approval of any subsequent act by Tenant, whether or not similar to
the act so consented to or approved.

24.TRANSFER OF LANDLORD'S INTEREST.If Landlord conveys in a sale, exchange or otherwise all of its interest in
the Premises, then Landlord, on consummation of the conveyance, shall thereupon automatically be released from any obligation or liability thereafter accruing under this Lease.

25.ESTOPPEL CERTIFICATES.



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26.ATTORNEY'S FEES.If either party hereto brings an action at law or in equity to enforce, interpret or seek
redress for the breach of this Lease, then the prevailing party in such action shall be entitled to recover all court costs, witness fees and reasonable attorneys' fees, at trial or on appeal in
addition to all other appropriate relief.

27.REAL ESTATE BROKER; FINDERS.Except for a separate agreement between M&H Realty Partners JV L.P. and
Tracy & Associates each party represents that it has not had dealings with any real estate broker, finder or other person with respect to this Lease in any manner. Each party shall indemnify,
defend, protect and hold the other party harmless from and against all claims, costs, demands, action, liabilities, losses and expenses (including the reasonable attorneys' fees of counsel chosen by
the other party) arising out of or resulting from any claims that may be asserted against such other party by any broker, finder or other person with whom the party bearing the indemnity obligation
has or purportedly has dealt other than any party referenced in this Article 27.

28.SUBORDINATION AND ATTORNMENT



29.LIMITATION ON LIABILITY.In consideration of the benefits accruing hereunder, Tenant on behalf of itself and
all successors and assigns of Tenant covenants and agrees that, in the event of any actual or alleged failure, breach or default hereunder by Landlord: (a) the sole and exclusive

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remedy shall be against Landlord's interest in the Shopping Center; (b) no partner of Landlord shall be sued or named as a party in any suit or action (except as may be necessary to secure
jurisdiction of the partnership); (c) no service of process shall be made against any partner of Landlord (except as may be necessary to secure jurisdiction of the partnership); (d) no
partner of Landlord shall be required to answer or otherwise plead to any service of process; (e) no judgment will be taken against any partner of Landlord; (f) any judgment taken
against any partner of Landlord may be vacated and set aside at any time after the fact; (g) no writ of execution will be levied against the assets of any partner of Landlord; (h) the
obligations under this Lease do not constitute personal obligations of the individual partners, directors, officers or shareholders of Landlord and Tenant shall not seek recourse against individual
partners, directors, officers or shareholders of Landlord or any of their personal assets for satisfaction in any liability in respect to this Lease; (i) in no event shall Landlord be liable to
Tenant for special or consequential damages; and (j) these covenants and agreements are enforceable both by Landlord and also by any partner of Landlord.

30.NO ACCORD AND SATISFACTION.No payment by Tenant, or receipt by Landlord, of a lesser amount than the rent
or other payment herein provided shall be deemed to be other than on account of the earliest rent or other payment due and payable hereunder, nor shall any endorsement or statement on any check, or
letter accompanying any check or payment, as rent or other payment be deemed an accord and satisfaction. Landlord may accept any such check or payment without prejudice to Landlord's right to recover
the balance of such rent or other payment or pursue any other right or remedy provided in this Lease.

31.LANDLORD WARRANTIES.Landlord warrants to the best of its knowledge that: (a) title is as set out in
the preliminary title report dated July 27, 2001, issued by Mid Valley Title and Escrow Company #190888LP (provided received by Tenant); (b) the applicable zoning will allow the Tenant's
Permitted
Use, including the drive-thru (which will require a conditional use permit); and (c) the Common Area comply with all laws and existing matters of record.

32.OTHER TENANCIES.Landlord reserves the absolute right to enter into such other tenancies in the Shopping
Center as Landlord, in the exercise in its sole discretion, determines may best promote the Shopping Center. Landlord does not warrant, represent or covenant, expressly or impliedly, that any specific
lease or leases now or hereafter in effect between Landlord and any third (3rd) party will be continued in effect for any period of time, or that any other tenant, tenants, owner or occupant, shall
continue during the term hereof to occupy any space in the Shopping Center.

33.NOTICES.Every notice, demand or request (collectively "Notice") required hereunder or by law to be given by
either party to the other shall be in writing and shall be served on the parties at the addresses set forth in the Lease Summary or such other address as the party to be served may from time to time
designate in a Notice to the other party. Any such Notices shall be sent either by: (a) United States certified or registered mail, postage prepaid, return receipt requested;
(b) overnight delivery using a nationally recognized overnight courier, which shall provide evidence of delivery upon sender's request; (c) personal delivery; or (d) facsimile
("fax"), in which case Notice shall be deemed delivered upon receipt of confirmation of transmission of such Notice (provided a follow up Notice is: (i) mailed by certified or registered US
Mail, postage prepaid, return receipt requested; (ii) delivered by overnight delivery; or (iii) delivered by personal delivery within (1) business day thereafter). All notices given in
the manner specified herein shall be effective upon the earliest to occur of: (i) actual receipt; (ii) the date of inability to deliver to the intended recipient as evidenced by the
U. S. Postal service or courier; or (iii) the date of refusal by the intended recipient to accept delivery as evidenced by the U. S. Postal service or courier.

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34.MISCELLANEOUS.



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IN
WITNESS WHEREOF, the parties hereto have executed this Lease on the respective dates set opposite their signatures below, but the Effective Date of this Lease shall be as first set
forth above in the Lease Summary.

|      |  |        |   | LANDLORD:M&H REALTY PARTNERS IV L.P.,
a California limited partnership
|----- |  | ------ | - | ----------------------------------------------------------------------
|      |  |        |   |                                                                       
|      |  |        |   |                                                                       
|Date: |  | 1/28   | , |                                                                       
|      |  |        |   |                                                                       
|Date: |  | 1/28   | , |                                                                       
|      |  |        |   |                                                                       
|      |  |        |   |                                                                       
|Date: |  | Jan 23 | , |                                                                       
|      |  |        |   |                                                                       
|2002  |  |        |   |                                                                       

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EXHIBIT "A"  SHOPPING CENTER LEGAL DESCRIPTION

ALL
THAT CERTAIN REAL PROPERTY SITUATE IN THE CITY OF CHICO AND COUNTY OF BUTTE, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

PARCEL I:

A
PORTION OF THE H.B. REED RANCH LOCATED IN THE RANCHO ARROYO CHICO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING
AT THE CENTERLINE INTERSECTION OF EAST AVENUE AND COHASSET ROAD; THENCE SOUTH 00 DEG. 36' EAST, 40.00 FEET TO THE SOUTH LINE OF EAST AVENUE, EXTENDING EAST; THENCE
SOUTH 89 DEG. 24' WEST, 618.00 FEET ALONG THE SOUTH LINE OF SAID EAST AVENUE, TO THE TRUE POINT OF BEGINNING FOR THE PARCEL HEREIN DESCRIBED; THENCE FROM SAID TRUE POINT OF
BEGINNING, CONTINUING SOUTH 89 DEG. 24' WEST, 699.26 FEET ALONG THE SOUTH LINE OF SAID EAST AVENUE, TO THE BEGINNING OF AN 840 FOOT RADIUS CURVE TO THE RIGHT; THENCE ALONG
THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 8 DEG. 47' 16", AN ARC DISTANCE OF 128.84 FEET; THENCE LEAVING THE SOUTH LINE OF SAID EAST AVENUE SOUTH
08 DEG. 11' 16" WEST, 175.61 FEET; THENCE NORTH 73 DEG. 31' WEST, 167.03 FEET; THENCE ALONG THE ARC OF A 250 FOOT RADIUS CURVE TO THE
LEFT WHOSE TANGENT AT THIS POINT BEARS SOUTH 16 DEG. 29' WEST, THROUGH A CENTRAL ANGLE OF 17 DEG. 05', AN ARC DISTANCE OF 74.54 FEET; THENCE SOUTH
00 DEG. 36' EAST, 524.11 FEET TO THE BEGINNING OF A 250 FOOT RADIUS CURVE TO THE LEFT; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 90 DEG. 00',
AN ARC DISTANCE OF 392.70 FEET; THENCE NORTH 89 DEG. 24' EAST, 270.11 FEET; THENCE AT RIGHT ANGLES NORTH 00 DEG. 36' WEST, 152.00 FEET; THENCE AT RIGHT ANGLES NORTH
89 DEG. 24' EAST, 315.00 FEET; THENCE AT RIGHT ANGLES NORTH 00 DEG. 36' WEST, 261.18 FEET; THENCE AT RIGHT ANGLES NORTH 89 DEG. 24'
EAST, 190.00 FEET; THENCE AT RIGHT ANGLES NORTH 00 DEG. 36' WEST, 549.00 FEET TO THE POINT OF BEGINNING.

EXCEPTING
THEREFROM ALL OIL, GAS AND OTHER HYDROCARBONS AND MINERALS, AS RESERVED IN DEED FROM BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, TO RICHARDSON MINERAL SPRINGS, RECORDED
MARCH 31, 1948, IN BOOK 420, PAGE 398, OFFICIAL RECORDS OF BUTTE COUNTY. THE SURFACE RIGHTS WERE QUITCLAIMED TO A DEPTH OF 100 FEET BY DEED FROM CAPITAL COMPANY, A
CORPORATION, TO VERNON E. FISH, ET UX, RECORDED DECEMBER 11, 1957, IN BOOK 913, PAGE 328, OFFICIAL RECORDS OF BUTTE COUNTY.

ALSO
EXCEPTING THEREFROM THAT PORTION DEEDED TO THE CITY OF CHICO, BY INSTRUMENT EXECUTED BY NORTH VALLEY PLAZA ASSOCIATES, DATED MARCH 27, 1996, AND RECORDED JULY 23, 1996, AS
INSTRUMENT NO. 96-027299, OFFICIAL RECORDS OF BUTTE COUNTY.

PARCEL II:

A
PORTION OF THE H.B. REED RANCH LOCATED IN THE RANCHO ARROYO CHICO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING
AT THE CENTERLINE INTERSECTION OF EAST AVENUE AND COHASSET ROAD; THENCE SOUTH 00 DEG. 36' EAST, 40.00 FEET TO THE SOUTH RIGHT OF WAY LINE OF EAST AVENUE, EXTENDED
EAST; THENCE SOUTH 89 DEG. 24' WEST, 60.06 FEET ALONG THE SOUTH RIGHT OF WAY LINE OF THE EASTERLY EXTENSION OF EAST AVENUE, TO THE TRUE POINT OF BEGINNING; THENCE FROM SAID
TRUE POINT OF

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BEGINNING SOUTH 89 DEG. 24' WEST, ALONG SAID RIGHT OF WAY LINE, 557.94 FEET; THENCE LEAVING SAID RIGHT OF WAY LINE AT RIGHT ANGLES SOUTH 00 DEG. 36' EAST,
549.00 FEET; THENCE AT RIGHT ANGLES SOUTH 89 DEG. 24' WEST, 190.00 FEET; THENCE AT RIGHT ANGLES SOUTH 00 DEG. 36' EAST, 413.18 FEET TO A
POINT IN THE NORTH RIGHT OF WAY LINE OF PILLSBURY ROAD; THENCE ALONG SAID RIGHT OF WAY LINE NORTH 89 DEG. 24' EAST, 187.53 FEET TO THE BEGINNING OF A 300 FOOT RADIUS CURVE TO
THE RIGHT; THENCE ALONG SAID RIGHT OF WAY LINE AND ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 5 DEG. 51' 24", AN ARC DISTANCE OF 30.67 FEET; THENCE
CONTINUING ALONG SAID RIGHT OF WAY LINE
SOUTH 84 DEG. 44' 36" EAST, 236.31 FEET; THENCE CONTINUING ALONG SAID RIGHT OF WAY LINE NORTH 5 DEG. 15' 24" THENCE CONTINUING
ALONG SAID RIGHT OF WAY LINE NORTH 28 DEG. 02' 06" EAST, 52.00 FEET; TO A POINT ON A CURVE CONCAVE TO THE WEST; THENCE CONTINUING ALONG SAID RIGHT OF WAY LINE AND
ALONG SAID CURVE TO THE LEFT WITH A TANGENT BEARING IN OF NORTH 14 DEG. 02' 08" EAST HAVING A RADIUS OF 1,460.00 FEET THROUGH A CENTRAL ANGLE OF 12 DEG.
52' 09", AN ARC LENGTH OF 327.93 FEET; THENCE CONTINUING ALONG SAID RIGHT OF WAY LINE NORTH 00 DEG. 25' 54" WEST, 395.23 FEET TO
THE BEGINNING OF A 20 FOOT RADIUS CURVE TO THE LEFT; THENCE LEAVING SAID RIGHT OF WAY LINE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 90 DEG. 10' 06", AN ARC
DISTANCE OF 31.47 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPTING
THEREFROM ALL OIL, GAS AND OTHER HYDROCARBONS AND MINERALS, AS RESERVED IN DEED FROM BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, TO RICHARDSON MINERAL SPRINGS, RECORDED
MARCH 31, 1948, IN BOOK 420, PAGE 398, OFFICIAL RECORDS OF BUTTE COUNTY. THE SURFACE RIGHTS WERE QUITCLAIMED TO A DEPTH OF 100 FEET BY DEED FROM CAPITAL COMPANY, A
CORPORATION, TO VERNON E. FISH, ET UX, RECORDED DECEMBER 11, 1957, IN BOOK 913, PAGE 328, OFFICIAL RECORDS OF BUTTE COUNTY.

ALSO
EXCEPTING THEREFROM THAT PORTION DEEDED TO THE CITY OF CHICO, BY INSTRUMENT EXECUTED BY NORTH VALLEY PLAZA ASSOCIATES, DATED MARCH 27, 1996, AND RECORDED JULY 23, 1996, AS
INSTRUMENT NO. 96-027299, OFFICIAL RECORDS OF BUTTE COUNTY.

PARCEL III:

BEGINNING
AT THE SOUTHEAST CORNER OF LOT 4, AS SHOWN ON THAT CERTAIN MAP ENTITLED "FAIRVIEW MANOR SUBDIVISION", WHICH MAP WAS FILED IN THE OFFICE OF THE COUNTY RECORDER OF BUTTE COUNTY,
CALIFORNIA, ON OCTOBER 1, 1965, IN BOOK 34 OF MAPS, PAGES 22 AND 23 SAID CORNER BEING MARKED BY A CONCRETE MONUMENT TAGGED R.C.E. 7294; THENCE FROM SAID POINT OF BEGINNING
AND RUNNING ALONG THE SOUTHWESTERLY LINE OF PILLSBURY ROAD ON THE ARC OF 310 FOOT RADIUS CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 54 DEG. 15' 25" AN ARC LENGTH OF
293.56 (CHORD BEARS SOUTH 38 DEG. 06' 37" EAST, 282.71 FEET) TO THE NORTHWEST CORNER OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN DEED FROM VERNON E. FISH PROPERTIES,
INC. TO C.N.A. REALTY CORP., RECORDED IN BOOK 1560, PAGE 680, OFFICIAL RECORDS OF BUTTE COUNTY; THENCE ALONG THE WESTERLY LINE OF SAID C.N.A. REALTY PROPERTY, SOUTH 24 DEG.
45' 40" WEST, 394.48 FEET TO A POINT ON THE NORTHERLY LINE OF THE HIGHWAY 99E FREEWAY; THENCE ALONG SAID FREEWAY LINE NORTH 52 DEG. 32' 05" WEST,
446.50 FEET AND NORTH 53 DEG. 54' 34" WEST, 100.67 FEET TO A POINT ON THE EASTERLY LINE OF THE CHICO-SACRAMENTO NORTHERN RAILROAD;

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THENCE ALONG SAID RAILROAD LINE, NORTH 14 DEG. 23' EAST, 158.84 FEET AND NORTH 16 DEG. 29' EAST, 23.00 FEET TO THE SOUTHWEST CORNER OF THE AFOREMENTIONED
FAIRVIEW MANOR SUBDIVISION; THENCE ALONG THE SOUTHERLY LINE THEREOF, NORTH 79 DEG. 01' 05" EAST, 387.60 FEET TO THE POINT OF BEGINNING.

PARCEL IV:

A
PORTION OF THE H.B. REED RANCH LOCATED IN THE RANCHO ARROYO CHICO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING
AT THE CENTERLINE OF EAST AVENUE AND COHASSET ROAD; THENCE SOUTH 89 DEG. 24' WEST ALONG THE CENTERLINE OF EAST AVENUE A DISTANCE OF 271.26 FEET; THENCE LEAVING SAID
CENTERLINE, SOUTH 00 DEG. 36' 00" EAST, A DISTANCE OF 900.32 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 89 DEG. 24' 00"
EAST, A DISTANCE OF 137.55 FEET TO A POINT ON THE WESTERLY RIGHT OF WAY LINE OF COHASSET ROAD; THENCE SOUTH 14 DEG. 51' 59" WEST ALONG SAID RIGHT OF WAY LINE A DISTANCE
OF 136.07 FEET TO THE BEGINNING OF A TANGENT CURVE TO THE RIGHT; THENCE LEAVING SAID RIGHT OF WAY LINE ALONG SAID CURVE HAVING A RADIUS OF 30.00 FEET, THROUGH A CENTRAL ANGLE OF 95 DEG.
17' 10", AN ARC LENGTH OF 49.89 FEET TO A POINT OF REVERSE CURVATURE AND A POINT ON THE NORTH RIGHT OF WAY LINE OF PILLSBURY ROAD; THENCE CONTINUING ALONG SAID RIGHT OF WAY
LINE OF SAID CURVE TO THE LEFT HAVING A RADIUS OF 303.71 FEET, THROUGH A CENTRAL ANGLE OF 14 DEG. 53' 45", AN ARC LENGTH OF 78.96 FEET; THENCE NORTH 84 DEG.
44' 36" WEST ALONG SAID RIGHT OF WAY LINE, A DISTANCE OF 40.31 FEET; THENCE LEAVING SAID NORTH RIGHT OF WAY LINE NORTH 00 DEG. 36' 00" WEST, A
DISTANCE OF 128.96 FEET; THENCE NORTH 89 DEG. 24' 00" EAST, A DISTANCE OF 55.00 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL V:

A
PORTION OF THE H.B. REED RANCH LOCATED IN THE RANCHO ARROYO CHICO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING
AT A POINT WHICH LIES SOUTH 73 DEG. 29' EAST, 215.00 FEET AND SOUTH 16 DEG. 29' WEST, 30.01 FEET FROM THE POINT OF INTERSECTION OF THE SOUTHERLY LINE OF
EAST AVENUE WITH THE EASTERLY LINE OF THAT CERTAIN STRIP OF LAND DESCRIBED IN DEED TO THE CITY OF CHICO AND RECORDED IN BOOK 289, PAGE 192, OFFICIAL RECORDS OF BUTTE COUNTY; THENCE FROM
SAID POINT OF BEGINNING SOUTH 16 DEG. 29' WEST, 145.00 FEET; THENCE SOUTH 73 DEG. 31' EAST, 167.06 FEET; THENCE NORTH 8 DEG. 11'
16" EAST, 175.61 FEET TO A POINT WHICH LIES 10.00 FEET SOUTHERLY FROM THE SOUTHERLY LINE OF EAST AVENUE; THENCE ON A CURVE TO THE RIGHT FROM A TANGENT LINE WHICH BEARS NORTH
81 DEG. 48' 44" WEST, WHOSE DELTA ANGLE IS 8 DEG. 19' 44" AND WHOSE RADIUS IS 840.00 FEET, AN ARC DISTANCE OF 122.11 FEET, SAID LINE BEING
10.00 FEET DISTANT FROM AND PARALLEL TO THE SOUTHERLY LINE OF EAST AVENUE; THENCE ALONG THE ARC OF A CURVE TO THE LEFT, WHOSE DELTA ANGLE IS 90 DEG. 02' AND WHOSE RADIUS IS 20.00
FEET, AN ARC DISTANCE OF 31.43 FEET TO THE POINT OF BEGINNING.

EXCEPTING
THEREFROM ALL OIL, GAS AND OTHER HYDROCARBONS AND MINERALS, AS RESERVED IN DEED FROM BANK OF AMERICA NATIONAL TRUST AND SAVINGS CORPORATION, TO RICHARDSON MINERAL SPRINGS, RECORDED
MARCH 31, 1948, IN BOOK 420, PAGE 398, OFFICIAL RECORDS OF BUTTE COUNTY. THE SURFACE RIGHTS

3

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WERE QUITCLAIMED TO A DEPTH OF 100 FEET BY DEED FROM CAPITAL COMPANY, A CORPORATION, TO VERNON E. FISH, ET UX, RECORDED DECEMBER 11, 1957, IN BOOK 913, PAGE 328, OFFICIAL
RECORDS OF BUTTE COUNTY.

ALSO
EXCEPTING THEREFROM THAT PORTION DEEDED TO THE COUNTY OF BUTTE, BY INSTRUMENT EXECUTED BY SERGIO ORESTANO, ET UX, DATED APRIL 24, 1980 AND RECORDED APRIL 28, 1980, IN
BOOK 2510, PAGE 276, OFFICIAL RECORDS OF BUTTE COUNTY.

ALSO
EXCEPTING THEREFROM THAT PORTION DEEDED TO THE CITY OF CHICO, BY INSTRUMENT EXECUTED BY NORTH VALLEY PLAZA ASSOCIATES, DATED MARCH 27, 1996, AND RECORDED JULY 23, 1996, AS
INSTRUMENT NO. 96-027299, OFFICIAL RECORDS OF BUTTE COUNTY.

4

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EXHIBIT "B" SITE PLAN

[GRAPHIC]

This exhibit is for reference only and is not a representation as to size, dimension, or location of any tenant in the shopping center. All
buildings, improvements, their occupants and their uses as shown on this plan are subject to modification at the Landlord's discretion, subject to the terms of the Lease, and provided that the parking
configuration of the "Restricted Area" shall not modified without Tenant's consent, which consent shall not be unreasonably withheld.

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EXHIBIT "C"  CONSTRUCTION OBLIGATIONS

1.LANDLORD'S WORK



2.TENANT'S WORK



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2

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3

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4

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5

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6

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EXHIBIT "D" - SIGN CRITERIA

1.General Procedures.



2.Notice.Tenant must obtain from Landlord, in writing, an approval of sign shop drawings prior to manufacture
and installation. The drawings shall show all of the minimum information shown on this criterion and any deviations to it. Tenant shall submit a minimum of three (3) shop drawings to the address
below. Two (2) drawings will be returned with an approval and/or comments in a reasonable amount of time.



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EXHIBIT "E"  CONFIRMATION LETTER

, 2002

Tenant
Name Company NameTenant Address
Tenant Address

RE: CONFIRMATION LETTER
        Tenant DBA/North Valley Plaza, City, CA/Unit #101-37

Dear Tenant:

On                                
  ,
M&II Realty Partners IV L.P., a California limited partnership, as Landlord and (Tenant), as Tenant entered into a Lease for the above referenced property. By
execution of this letter, the parties acknowledge they have agreed to the following:



From

To

AmountInitial TermFirst OptionSecond Option


|M&H PROPERTY MANAGEMENT LLC
On behalf of M&H REALTY PARTNERS IV L.P. |  | TENANT
|-------------------------------------------------------------------- |  | ------
|By:                                                                  |  |       
|                                                                     |  |       
|Its:                                                                 |  |       
|                                                                     |  |       
|                                                                     |  |       

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NORTH VALLEY PLAZA 101  Exclusive Use Restrictions  Revised as of October 15, 2001

|UNIT # |  | TENANT          |  | EXCLUSIVES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------ |  | --------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|101-1  |  | Mervyn's        |  | None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|101-2  |  | Cinemark        |  | Art. 19.1/P. 23As partial consideration for the execution of this Lease by Tenant, Landlord agrees that it and/or any entity of which Landlord or any principal of Landlord is a part shall not lease or sell any space in the Shopping Center, including out-parcels,
pad, or future phases or additions to the Shopping Center to any other entity for the operation of a motion picture theatre. Landlord and Tenant agree that this clause is given as an inducement to Tenant to enter into this Lease, and is not in any
way to be construed as an attempt to restrain the free trade of other tenants or occupants of the Shopping Center, but merely designed to provide the best mixture of tenants at the Shopping Center and to maximize the agreed and bargained for rent set
forth in this Lease. Landlord further agrees not to lease or sell any space in the Shopping Center, including out-parcels, pads or future phases or additions to the Shopping Center to any entity for the purpose of operation a bowling alley, bingo
parlor, bar or lounge (except in conjunction with a restaurant which derives at least 50% of its gross sales from the sale of food), post office, liquor store, flea market, "bulk" candy store, popcorn vendor, pool hall, massage parlor, skating rink,
arcade, adult (i.e. pornographic) book store, video rental or tape sales.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|101-4  |  | Bank of America |  | Art. 4/Section 4.3/P. 5-6Landlord covenants (1) that during the first year of the lease term of this lease, it will not lease all or any portion of the shopping center, or use or permit to be used, except by Tenant, any portion of the shopping center for the purpose of
conducting thereon the business of (a) a state or national savings bank or trust company, (b) a state or federal building or savings and loan association, or (c) any company operation under the provisions of the California Industrial
Loan Law; and that it will not use or permit to be used, except by Tenant, any portion of the shopping center for the purpose of advertising any such business. Thereafter, during the term of this lease or any extension thereof, Landlord agrees that
no financial institution, as herein defined, shall occupy space larger in area than that occupied by Tenant nor shall the advertising signs of any other financial institution be larger in size or more prominent in location that those of Tenant
herein.
In the event of the breach of the covenant set forth in this Section 4.3, Tenant, in addition to any right to recover damages therefore, shall have the right (a) to enforce said covenant specifically or (b) enjoin the use of any portion of the
shopping center in violation of the provisions of said covenants. If Tenant shall make any contention that Landlord has violated or has failed to perform or has violated such covenants, Landlord shall thereupon commence to correct the matters
complained of with reasonable promptness and shall prosecute the same to completion with reasonable diligence. In the event (i) Landlord fails, after such notice, to correct the matters complained of in the manner and within the time specified
and (ii) Tenant should bring an action (whether against Landlord or any other person bound by the covenant contained in this section) to enjoin the matters complained of, and successfully prosecute such action to final judgment, then Landlord
shall reimburse Tenant for the court costs and attorneys' fees reasonably incurred by Tenant in commencing and prosecuting such action. Tenant may, should it desire, commence any such action in the name of Landlord, against any person, firm, or
corporation violating any such covenant should Landlord fail to promptly commence and diligently prosecute and action to correct the matters complained of in any such notice so served upon Landlord by Tenant.

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|101-5  |  | Michaels          |  | Section 16.4/P.C. 16Limitation on Use.Neither Landlord nor any entity controlled by Landlord will use, lease (or permit the use, Leasing or subleasing of) or sell any space in or portion of the Shopping
Center during the Lease Term, to any "craft store" (exclusive of a store selling exclusively finished crafts such as a "Crafters Mall"), "frame store", a store selling artificial flowers, artificial floral arrangements, handcrafted wedding supply
goods, or party goods, or any store similar to a "typical Michaels Store" (as defined in Section 17.25 ofExhibit C) in operation or merchandising of the Effective Date. This Section 16.4.1 shall not
apply beyond the termination of this Lease or (a) to any lessee for which the sale of a product or service covered by the exclusive granted to Tenant hereunder is merely incidental to such lessee's primary use, unless the total space which such
lessee devotes to the products or services which violate the exclusive contained in this Section 16.4.1 exceeds one thousand (1,000) Leasable Square Feet (inclusive of merchandise display areas and all properly allocable aisle space),
(b) to the current occupants of the Shopping Center and their successors and assigns, or (c) to any party goods store of less than six thousand (6,000) Leasable Square Feet; provided, however, that subsection (b) of this sentence shall
not apply if Landlord permits the expansion of the premises or change of use of said premises. Tenant acknowledges that Landlord does not currently own or control the premises occupied by Longs Drug Store. If, for a period of twenty-four (24)
consecutive months, Tenant fails to operate Tenant's business (other than for reasons beyond Tenant's reasonable control) or changes it's use such that it is no longer selling items covered by the exclusive granted in this Section 16.4.1, Tenant
shall no longer have an exclusive right as to the specific item(s) not sold but described in this Section 16.4.1.
|------ |  | ----------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|101-6  |  | Washington Mutual |  | None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|101-15 |  | Factory 2-U       |  | Art. 3-3.1/P. 4The Premises are leased for the purpose of conducting thereupon, the sale of first quality discount family apparel for men, women, children, infants and toddlers, related apparel items and accessories, shoes, baby furnishings, luggage, domestics,
toys, home store items ("Initial Use") and other items sold from time to time in the majority of Factory 2-U store locations in California, excepting any use which is now subject to an exclusive use restriction in the Center as set forth in Exhibit
"E" or is prohibited use as set forth on Exhibit "D" entitled Prohibited Uses, attached hereto and made a part hereof. Tenant may operate in the Premises utilizing the dba or trade name of Family Bargain, Factory 2-U, or any other trade name desired
by Tenant not in conflict with an existing trade name utilized by a tenant in the Center.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

2

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|101-29 |  | Hancock Fabrics |  | Section 6(a)(ii)/P. 1&2(ii) In the event Tenant desires to use the Premises for something other than a Public Use, Tenant agrees it shall not use the Premises for any purpose that conflicts with any exclusive use right granted by Landlord to another tenant on the real
property described in Exhibit A hereto by a written instrument which is in full force and effect on the date of Tenant's proposed charge in use, and that Tenant shall not use the Premises for any purpose that is the same as a primary use then being
made of any portion of the real property described in Exhibit A hereto as of the date of Tenant's proposed change in use. Should Tenant desire to use the Premises for something other than a Fabric Use, Tenant shall so notify Landlord, and Landlord
shall have thirty (30) days following receipt of Tenant's notice within which to notify Tenant in writing that Tenant's proposed use conflicts with an existing exclusive use right or is the same as a primary use then existing on the real property
described in Exhibit A as provided above. In the case of a conflict with an exclusive use right, Landlord's notice must be accompanied by copies of the written instrument(s) granting such exclusive right. In the event of such proposed change in use
is the same as a primary use then being made of any portion of the real property described in Exhibit A hereto, Landlord's notice must be accompanied by a written list of all primary uses then being made of any and all portions of the real property
described in Exhibit A hereto. In the event Landlord does not deliver to Tenant such notice and instrument(s) (as applicable) within such thirty (30) day period, Tenant shall send Landlord a second written notice enclosing a copy of the first
such notice and indication that Tenant did not receive a response from Landlord to such first notice within such thirty (30) day period, and if Landlord then does not respond as provided hereinabove within fifteen (15) days following receipt of such
second notice, Tenant shall be permitted to use the Premises as proposed, even if such proposed new use conflicts with a previously granted exclusive use right or is the same as a then existing primary use.Section 6(a)(i)
/P. 1(i) Tenant shall not be required to continuously use for any purpose, nor shall Tenant be required to continuously occupy, the Premises. Tenant may use the Premises for the purpose of conduction a fabrics, materials,
 piece goods and accessories store selling any and all types of fabrics, piece goods, draperies, upholstery and upholstered products, yarns, threads, needles, sewing notions, sewing machines (including parts and service) and crafts (hereinafter a
"Fabric Use"), or any other lawful purpose (subject to the terms of Section 6[a][ii] hereof), including no purpose at all. Tenant shall conduct its business insofar as the same relates to Tenant's use and occupancy of the Premises in compliance
with all applicable laws and governmental regulations. At all times when Tenant is operating a business from the Premises, Tenant shall be open for business at least eight (8) hours each day, Monday through Saturday, and at least five (5) hours per
day on Sunday; provided, however, Tenant shall not be required to open for business on Sunday if the majority of Tenant's other Northern California stores are not generally open for business on Sundays.Section 6 (a)(iii)/P.
2(iii) Notwithstanding the terms of Section 6 (a)(i) hereof, in the event the Premises remain vacant for a period longer than one hundred twenty (120) consecutive days (hereinafter a "Vacancy Period") during the
term hereof (other than for the purpose of the remodeling thereof or alterations thereto, or as a result of damage thereto, destruction thereof, or in connection with a changeover resulting from an assignment or subletting, or due to any other cause
beyond the control of Tenant), during the thirty (30) day period immediately following the Vacancy Period (hereinafter the 'Termination Period"), Landlord shall have the right, at its option, to terminate this lease upon written notice to Tenant,
which termination shall be effective upon the thirtieth (30th) day following Tenant's receipt of such notice; provided, however, that Landlord shall not have the right to terminate this lease under the terms of this Section 6(a)(iii) at any time that
a business permitted under the terms of this lease and not a "Temporary Business" (as hereinafter defined), is being conducted on the Premises. As used in this Section 6(a)(iii), a "Temporary Business" is any seasonal business or business occupying
the Premises under the terms of a sublease, or temporary assignment of this lease, of less than one (1) year in term. If Landlord does not so terminate this lease within the applicable Termination Period, Landlord's right to terminate as provided
herein shall be deemed waived with respect to the immediately preceding Vacancy Period. In addition, Tenant shall have the option to void Landlord's right to terminate this lease as provided herein if Tenant notifies Landlord in writing within ten
(10) days of Tenant's receipt of such termination notice that the Premises shall be open for business for other than a Temporary Business within sixty (60) days after the date Tenant receives such notice. In the event a business other than a
Temporary Business is not then opened in the Premises within such sixty (60) day period, Landlord may, within the immediately following thirty (30) day period, terminate this lease by written notice effective as of the date Tenant receives such
notice. If Landlord does not so terminate this lease, Landlord's right to terminate shall be deemed waived with respect to the immediately preceding Vacancy Period.
|------ |  | --------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|101-48 |  | Lenscrafters |  | Letter Agreement/Extension of Lease TermApril 24, 2000Notwithstanding anything to the contrary set forth in the Lease, after the date of this Agreement, Landlord shall not lease space in the Shopping Center to another tenant whose business is the sale of eyeglasses that have an lab and/or on-site
optometrist ("Exclusive Use"). The Exclusive Use is not applicable to any anchor tenants containing fifty thousand (50,000) or more square feet of gross floor area or any existing tenants, including their successors and assigns, which are permitted
to operate for the Exclusive Use under their existing lease(s) as of the date of this Agreement.
In the event Landlord permits another tenant to operate for the Exclusive Use, in violation of this Paragraph 6, Tenant's Minimum Rent shall be reduced by fifty percent (50%), with no corresponding reduction in the Base Sales figure utilized to
calculate Percentage Rate.    
|------ |  | ------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|101-70 |  | Wendy's      |  | Art. 21.29 & 1/P. 36Landlord reserves the absolute right to effect such other tenancies in the Shopping Center as Landlord, in the exercise of its sole business judgment, shall determine to best promote the interests of the Shopping Center. Tenant does not rely on the
fact, nor does Landlord represent, that any specific tenant or number of tenants shall during the Term of this lease occupy any space in the Shopping Center.(1)
(1)    Provided that the Tenant is operating a fast food hamburger restaurant and is not in default under this lease beyond the expiration of the applicable cure periods set forth in Section 18.1 hereof, Landlord warrants to
Tenant that Landlord shall not during the Term of this lease enter into a lease agreement with any other tenant occupying any freestanding building along the perimeter of the Shopping Center whose primary business is the operation of fast food
hamburger restaurant.
|101-71 |  | Longs        |  | Art. 3 a & b/P. 2&3(a)    For the conduct of any store, business, trade or profession (whether separately or as a part of another entity) which requires or has a license or permit to conduct a pharmacy from the California State Board of Pharmacy, or
other agency which hereafter may be empowered to license or permit the conduct of a pharmacy or which employs or is required to employ a registered pharmacist as such;
(b)    For the conduct of any store, business, trade or profession which is called, labeled, named or is commonly known as or referred to as a "drug store", "pharmacy" or "apothecary".
 
The foregoing restrictions on real property use not be so construed as to constitute an abrogation of the rights heretofore granted to Montgomery Ward certain lease dated March 4, 1963, naming Montgomery Ward & Company, Inc., an Illinois
corporation, as tenant modified or amended.                                  

4

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EXHIBIT "G"  TENANT ESTOPPEL CERTIFICATE

RE:    That
certain lease dated                  (the "Lease") between M&H Realty Partners IV L.P. (the "Landlord")
and                  (the "Tenant") for premises located in the
                  Shopping Center in                  , California,
identified as Suite No. [        ] containing approximately
[        ] square feet, (the "Premises"), as further described in the Lease.

The
undersigned, as Tenant under the above referenced Lease, hereby certifies as follows:



This
certification is made for the benefit of Landlord, [                  (Lender)] and any lenders with an interest in any deed of trust now or hereafter
encumbering the property of which the Premises are a part.

IN
WITNESS WHEREOF, the undersigned Tenant has executed this Certificate as of the date written below.

|TENANT: |  |  |   |  | Tenant Name dba Tenant dba
|------- |  |  | - |  | --------------------------
|Date:   |  |  | , |  | 2002                      
|        |  |  |   |  |                           
|        |  |  |   |  |                           
|        |  |  |   |  |                           

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EXHIBIT "H"  RULES AND REGULATIONS

Landlord hereby establishes the following rules and regulations for the safety, care and cleanliness of (i) the store areas (hereinafter referred to as the
"demised premises") of any tenant or tenants of the Shopping Center (hereinafter referred to as the "tenant"); (ii) the common area; and (iii) the Shopping Center in general. The following is not
intended to be exclusive, but to apply equally to all tenants in the Shopping Center and shall indicate the manner in which the right to use the store and common areas is limited and controlled by
Landlord. These Rules and regulations shall be enforceable against Tenant to the extent they are enforceable against the other tenants in the Shopping Center.

1.    All
floor areas of the demised premises, doors, fixtures, windows and plate glass shall be maintained in a clean, safe and good condition.

2.    All
trash, refuse and waste materials shall be stored in adequate containers and regularly removed from the demised premises. These containers shall not be visible to the
general public and shall not constitute a health or fire hazard, or a nuisance to any other tenant.

3.    Tenants
may use the demised premises only for the use as stated in the lease and for no other purpose. Without Landlord's consent, tenants may not utilize the common
areas, sidewalks or walkways adjacent to the demised premises nor the roof of the demised premises for any of the following uses: to display, store, or place any merchandise, equipment or devices; to
install public telephones/telecommunication systems, newsstands, vending or other coin operated machines; nor may the demised premises be used to conduct any type of distress or "going out of
business" sale; to store any merchandise or materials, other than those reasonably necessary for the operation of a tenant's business, or to black out or otherwise obstruct the windows of the demised
premises. In addition no shopping carts and/or baskets may be stored outside the designated areas.

4.    Other
than those areas, if any, specifically designated as Premises on Exhibit "B" attached hereto, all tenants and their authorized representatives and invitees shall
use any roadway or walkway (including the enclosed mall, if any) only for ingress and egress from the stores in the Shopping Center in accordance with directional or other signs or guides. Roadways
shall not be used at a speed in excess of five (5) miles per hour. Walkways (including the enclosed mall, if any) shall be used only for pedestrian travel.

5.    Other
than those areas, if any, specifically designated as Premises on Exhibit "B" attached hereto, the parking areas shall be used only for parking motor vehicles, which
shall be parked in an orderly manner within the designated painted lines. Parking in front of the designated area will subject the vehicle to being towed off the parking lot.

6.    Landlord
may furnish either within the Shopping Center or reasonably close thereto, (within 500 feet of the Premises) a limited amount of space for employee parking,
which designation may be changed by Landlord from time to time at Landlord's sole and absolute discretion. Tenant shall furnish Landlord with its and its employees' license numbers within five (5)
days after requested by Landlord and tenant shall thereafter notify Landlord of any change within five (5) days after such change occurs. If tenant or its employees fail to park their vehicles in
designated parking areas, Landlord may charge tenant Twenty-Five Dollars ($25.00) per day for each day or partial day per vehicle parked in any areas other than those designated. Tenant hereby
authorizes Landlord to tow away from the Shopping Center, at tenant's expense, any vehicle or vehicles belonging to tenant or tenant's employees that are parked in violation of the foregoing.

7.    No
person shall use any of the common areas, (or any of the cars in the parking lot) for any of the following useswithout the prior written
consent of Landlord: (i) vending, peddling or soliciting orders for sale or distributing of any matter; (ii) exhibiting or distributing any written material; (iii) soliciting
membership or contributions for any purpose; (iv) parading, patrolling, picketing, demonstrating of any kind; (v) any purpose when none of the businesses in the Shopping Center are open for business;
or (vi) any sound-making or lighting device.

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EXHIBIT I  MEMORANDUM OF LEASE

|Recording Requested by:         |  | )
|------------------------------- |  | -
|When Recorded Mail To:          |  | )
|                                |  | )
|Richard A. Leland, Jr., Esq.    |  | )
|Leland, Schultz & Morrissey LLP |  | )
|1660 Humboldt Road, Ste 6       |  | )
|Chico, CA 95928                 |  | )
|                                |  |  

|Space above this line for Recorder's use
|----------------------------------------

MEMORANDUM OF LEASE

This Memorandum of Lease, dated as
of                            ,        , is entered into between
M&H Realty Partners IV L.P., a California limited
partnership ("Landlord") and Butte Community Bank, a California corporation ("Tenant").

RECITALS

A.    On
or about                            , Landlord and Tenant entered into the North Valley Plaza Shopping Center
Lease (the "Lease") between Landlord and Tenant pursuant to which
Landlord leased to Tenant, and Tenant leased from Landlord, certain real property described on Exhibit "A" attached hereto and incorporated by this reference (the "Premises").

B.    Landlord
and Tenant desire to execute this Memorandum of Lease in order to provide constructive notice of Tenant's rights under the Lease to all other third parties.

FOR
GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1.Term of Lease.Landlord hereby leases the Premises to Tenant for the term of ten (10) years,
commencing on                            and ending
on                            , and may be extended for an additional ten (10) years.

2.Lease Terms.The terms of the Lease are set forth with more particularity in the Lease, which is incorporated
into this Memorandum by reference.

3.Successors and Assigns.This Memorandum and the Lease shall bind and inure to the benefit of the parties and
their respective heirs, successors and assigns.

4.Governing Law.This Memorandum and the Lease are governed by the laws of the State of California.

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Executed
on the date first above written.

|      |  |  |  | LANDLORD:M&H REALITY PARTNERS IV L.P.,
a California limited partnership
|----- |  |  |  | -----------------------------------------------------------------------
|      |  |  |  |                                                                        
|      |  |  |  |                                                                        
|Date: |  |  |  |                                                                        
|      |  |  |  |                                                                        
|      |  |  |  |                                                                        
|      |  |  |  |                                                                        
|Date: |  |  |  |                                                                        
|      |  |  |  |                                                                        
|      |  |  |  |                                                                        
|      |  |  |  |                                                                        
|      |  |  |  |                                                                        
|Date: |  |  |  |                                                                        
|      |  |  |  |                                                                        
|      |  |  |  |                                                                        
|      |  |  |  |                                                                        

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