EXHIBIT 10.37

                  FIRST AMENDMENT TO LEASE AND ACKNOWLEDGEMENT

         This First Amendment to Lease and Acknowledgement (Address:520 Capitol
Mall) is made as of April 21, 2004, with reference to that certain Lease
Agreement ("Lease") by and between 520 Capitol Mall Inc., a Delaware
corporation, as "Landlord" therein, and American River Bank, a California
corporation, as "Tenant" therein, regarding that certain premises ("Premises")
located at 520 Capitol Mall, Suite 100 Sacramento, California, and which is more
particularly described in the Lease.

         The undersigned hereby confirms the following and the provisions of the
Lease are hereby amended by the following:

         1.       That Tenant accepted possession of the Premises from Landlord
on March 2, 2004, and acknowledges that the Premises are as represented by
Landlord, in good condition and repair; and that the improvements, if any,
required to be constructed for Tenant by Landlord pursuant to the Lease, have
been so constructed and are satisfactory completed in all respects, excepting
punchlist items.

         2.       That all conditions which are to be satisfied prior to the
full effectiveness of the Lease have been satisfied and that Landlord has
fulfilled all of its duties of an inducement nature.

         3.       That in accordance with Section 4 of the Lease, the
Commencement Date is March 1, 2004, and that, unless sooner terminated, the
Expiration Date is May 30, 2014.

         4.       That the Lease is in full force and effect and that the same
represents the entire agreement between Landlord and Tenant concerning Tenant's
lease of the Premises.

         5.       That there are no existing defenses known to Tenant at this
time which Tenant has against the enforcement of the Lease by Landlord, and no
offsets or credits against any amounts owed by Tenant pursuant to the Lease.

         6.       That Tenant's obligations to pay the Rent is presently in
effect and that all rentals, charges and other obligations on the part of Tenant
under the Lease commences to accrue on March 1, 2004.

         7.       That Tenant has not made any prior assignment, hypothecation
or pledge of the Lease or of the rents thereunder.

         8.       Except as modified herein, the Lease remains in full force and
effect.

         9.       That the Basic Lease Information and Lese section 5 shall be
amended so that the Base Rent amounts for Months 122 and 123 shall be $0.00
(free rent).

         IN WINESS WHEREOF, the parties have executed this First Amendment as of
the date set forth below.


LANDLORD:                                    TENANT:

520 CAPITOL MALL, INC., a Delaware
corporation

                                             AMERICAN RIVER BANK, a California
                                             corporation

By: /s/ JOHN BRENNAN
    -------------------------------

Its:   VP/CFO                                By: /s/ DAVID T. TABER
                                                 -------------------------------
Date:  4/21/04
                                             Its:    CEO
Address:
                                             Date:   6/8/04

                                             Address:

                                       81