EXHIBIT 10.41

                               FIFTH AMENDMENT TO
                       SERVICE BUREAU PROCESSING AGREEMENT

THIS FIFTH AMENDMENT TO SERVICE BUREAU PROCESSING  AGREEMENT ("FIFTH AMENDMENT")
IS EFFECTIVE AS OF THE 19TH DAY OF JUNE 2004 ("FIFTH AMENDMENT  EFFECTIVE DATE")
AND AMENDS AND  SUPPLEMENTS  THAT CERTAIN  SERVICE BUREAU  PROCESSING  AGREEMENT
("AGREEMENT") DATED AUGUST 1, 1999, BETWEEN FIDELITY INFORMATION SERVICES, INC.,
WITH  OFFICES  LOCATED AT 601 SOUTH LAKE  DESTINY  DRIVE,  SUITE 300,  MAITLAND,
FLORIDA 32751  ("FIDELITY")  AND HERITAGE OAKS BANK,  545 TWELFTH  STREET,  PASO
ROBLES, CALIFORNIA 93446 ("CLIENT").

     WHEREAS,  FIDELITY  AND CLIENT WISH TO AMEND THE  AGREEMENT  TO ADD CERTAIN
PRODUCTS AND SERVICES AND TO EXTEND THE TERM OF THE AGREEMENT;

     NOW,  THEREFORE,  IN  CONSIDERATION  OF THE MUTUAL  PROMISES AND  COVENANTS
CONTAINED HEREIN, THE PARTIES HERETO AGREE AS FOLLOWS:

1.   The first  sentence of Section 11.1 of the  Agreement is hereby  deleted in
     its entirety and is replaced with the following:

     "This  Agreement  shall  commence  on the  Effective  Date hereof and shall
     expire  August  31,  2011  (hereinafter,  the  `Term'),  unless  terminated
     pursuant to Paragraph  11.2 or 11.4.  The last day of the Term shall be the
     `Expiration Date.'"

2.   The fees payable to Fidelity  commencing on the Fifth  Amendment  Effective
     Date and  continuing  for the duration of the Term shall be as set forth in
     the  Schedule  of Fees for  Contracted  Services  Heritage  Oaks Bank Fifth
     Amendment - Attachment 1 ("Attachment 1") which is attached hereto and made
     a part hereof. Such fees are payable to Fidelity in accordance with Section
     5 of the Agreement.

3.   Furthermore, as of the Fifth Amendment Effective Date, Attachment 1 to this
     Fifth  Amendment  shall  supersede  and  replace  the  Schedule of Fees for
     Contracted  Services  Heritage Oaks Bank Attachment 1 which was attached to
     and made a part of the Agreement.

4.   Pursuant to the terms and  conditions  of this Fifth  Amendment,  including
     Exhibit 1 to this Fifth  Amendment,  and the terms and conditions set forth
     in the Agreement,  Fidelity hereby grants Client a perpetual,  nonexclusive
     and nontransferable right and license to use the Fidelity software products
     listed  on the page of  Attachment  1 which is  entitled  Fidelity  Product
     Offerings (hereinafter, the "Licensed Software").

5.   In addition to the  Services  described  in the  Agreement  (as  previously
     amended),  Fidelity  shall  provide the  following  additional  services to
     Client  for the  duration  of the Term of the  Agreement  (the  "Additional
     Services").

     5.1  Fidelity shall provide maintenance  services for the Licensed Software
          in accordance with the terms and conditions  applicable to maintenance
          services  described  in Exhibit 1 hereto.  Fidelity  will provide such
          maintenance services for the duration of the Term specified in Section
          11.1 of the Agreement (as such Section 11.1 is amended above).

     5.2  Fidelity  shall  provide  Client  with  access to and use of  Internet
          Banking  in a hosted  environment  in  accordance  with the  terms and
          conditions  set  forth in  Exhibit  2 to this  Fifth  Amendment.  With
          respect to the hosting services, Client acknowledges and agrees that:

          (a)  the cost of  telecommunications  connections  related to Client's
               use of Internet  Banking is not included in the fees set forth in
               Attachment 1; and


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          (b)  any  consumable  supplies  used  by  Client  in  connection  with
               Internet Banking shall be at Client's expense; and

          (c)  any hardware and additional networking costs necessary to utilize
               Internet Banking shall be borne by Client.

     5.3  Fidelity shall implement the Fidelity  training bank for Client's use.
          This training bank is a standalone bank that allows Client's employees
          to  train  on the  HORIZON  Banking  System  as well  as the  licensed
          Integrated  Platform  Solutions products and to test new functionality
          delivered by Fidelity.  As part of the Additional  Services,  Fidelity
          will process the training bank nightly.

     5.4  Fidelity shall assume  responsibility  for  implementation  of ACquire
          updates and will migrate the ACquire software into Fidelity's  HORIZON
          Technology  Center West data center for  management and the running of
          the ACquire software.

     5.5  Fidelity shall assist Client in the conversion of Hacienda Bank to the
          HORIZON  Banking System in accordance with a conversion plan developed
          by Fidelity. With respect to such conversion, Fidelity agrees to apply
          a rebate to processing  fees payable  pursuant to this Fifth Amendment
          in the amount of  $25,000.00  per month for a period of eighteen  (18)
          months after the Fifth Amendment  Effective Date to offset the ongoing
          processing fees Client will pay Hacienda Bank's current processor.

     5.6  Fidelity  shall  provide the Fidelity  DASH ATM/EFT  services that are
          more  particularly  described  in Exhibit 3 to this  Fifth  Amendment.
          Fidelity will  implement  these  services as part of the Hacienda Bank
          conversion  to the HORIZON  Banking  System.  As of the  conversion of
          Hacienda  Bank to the  HORIZON  Banking  System only  Hacienda  Bank's
          current  ATM/EFT  services  will migrate to the Fidelity  DASH ATM/EFT
          services solution as defined in this Fifth Amendment.  As of the Fifth
          Amendment  Effective  Date,  Client is under long term  contract  with
          another  ATM/EFT  provider  ("Current  Processor").  Client's  ATM/EFT
          services  will remain with  Current  Processor  until a time  mutually
          agreed to by the Client and  Fidelity  but both  parties have the full
          intention of migrating these services at or prior to the expiration of
          the term of the  Current  Processor  agreement  to the  Fidelity  DASH
          ATM/EFT solution.

6.   The fees and charges applicable to the Licensed Software and the Additional
     Services  are set  forth in  Attachment  1 to this  Fifth  Amendment.  With
     respect to such fees and charges the following terms shall be applicable.

     6.1  Client shall pay Fidelity the one-time  fees set forth in Attachment 1
          to this Fifth  Amendment  as  follows:  fifty  (50%) of such fees upon
          execution of this Fifth  Amendment;  and the  remaining  fifty percent
          (50%) of such fess as each item of the Licensed  Software is installed
          and available for use.

     6.2  Client  shall  pay the  recurring  fees set forth in  Attachment  1 as
          invoiced  by  Fidelity.  All of such  recurring  fees are  subject  to
          adjustment annually pursuant to Section 5.2 of the Agreement.

7.   The following provisions are hereby added to Section 11 of the Agreement.

      "11.4       Termination  for   Acquisition.   Client  may  terminate  this
                  Agreement  upon the occurrence of a `Merger Event' (as defined
                  below), provided that Client shall give Fidelity notice within
                  one  hundred  eighty  (180) days after the  occurrence  of the
                  Merger Event, which provides at least one hundred eighty (180)
                  days' notice (`Early Termination Notice') setting out the date
                  of termination  (`Early  Termination  Date') and  accompanying
                  such Early Termination Notice, a fee (`Early Termination Fee')
                  which shall be computed as follows:


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          (a)  The Early  Termination Fee shall be equal to thirty-five  percent
               (35%) of the average  monthly  amount of the prior six (6) months
               (excluding any one time rebates or credits) of the fees set forth
               in Attachment 1,  multiplied by the number of months  between the
               Early  Termination  Date and the Expiration  Date, in addition to
               the Termination  Costs outlined below and the  Deconversion  Fees
               listed in Exhibit C.

          (b)  For the  purposes of this Section  only,  a `Merger  Event' shall
               mean the  consummation  of: (i) a merger,  consolidation or other
               business   combination  of  Client  (or  its  principal   banking
               subsidiary  or  subsidiaries)  with any other  entity,  when such
               entity has assets in equal to or greater than  Client;  or (ii) a
               sale  or  disposition   by  Client  (or  its  principal   banking
               subsidiary or subsidiaries)  or all or  substantially  all of its
               common  equity  or its  assets.  If the  Merger  Event  does  not
               actually occur or is to be postponed indefinitely, for any reason
               whatsoever, then Client may, prior to its Early Termination Date,
               rescind the Early Termination Notice. If Client shall rescind the
               Early  Termination  Notice,  Fidelity  shall  extend  to Client a
               credit for the Early  Termination  Fee  actually  paid by Client.
               Such credit shall be applied to the fees  outlined in  Attachment
               1, as such  fees  become  due  hereunder.  Such  credit  shall be
               reduced  by the  amount of  out-of-pocket  expenditures  actually
               incurred by Fidelity,  in preparation for the termination of this
               Agreement,  after the date of delivery  of the Early  Termination
               Notice.

          (c)  In addition to the fees mentioned  above in this Section,  Client
               shall  reimburse  Fidelity  for  the  reasonable  costs  actually
               incurred by Fidelity in terminating  this Agreement  prior to the
               Expiration Date,  including without limitation an amount equal to
               any  remaining  book  value  of  any  equipment  and  unamortized
               Software  used to provide  the  Services  under  this  Agreement;
               expenses  incurred,  on behalf of Client,  in  canceling  leases,
               licenses,  subcontractor or similar agreements,  costs associated
               with  termination   and/or  relocation  of  dedicated   resources
               (`Termination  Costs').  Fidelity shall use its  reasonable  best
               efforts to minimize the Termination Costs.

          (d)  All known fees  outlined in above are due and payable  sixty (60)
               days prior to termination  of the  Agreement.  The described fees
               are  exclusive  of any fees  associated  with  Deconversion  Fees
               outlined in Exhibit C to the Agreement.  Notwithstanding delivery
               of an Early  Termination  Notice by Client or payment of an Early
               Termination  Fee by Client,  Client  shall  continue  to make all
               payments due and payable to Fidelity  pursuant to this  Agreement
               until the Early Termination Date."

8.   If Client  acquires  another  bank(s)  during the Term (not  including  the
     Hacienda Bank),  Fidelity will provide conversion services for the acquired
     bank at the  hourly  rate of  $57.00,  plus  reasonable  travel  and living
     expenses,  provided  that the scope of Services to be provided with respect
     to the  acquired  bank is the same as the  scope  of  Services  then  being
     provided to Client pursuant to this Agreement.  Client will notify Fidelity
     of any such acquisition as soon as reasonably practicable.

9.   All terms  and  conditions  of the  Agreement  not  amended  by this  Fifth
     Amendment shall remain in full force and effect.

10.  Except as herein expressly  amended,  the Agreement is ratified,  confirmed
     and remains  unchanged  in all  respects and shall remain in full force and
     effect in accordance with its respective terms.


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11.  This Fifth Amendment may be executed in  counterparts,  each of which shall
     be an original, but such counterparts shall together constitute but one and
     the same document.

IN WITNESS  WHEREOF,  THE PARTIES HAVE EXECUTED  THIS FIFTH  AMENDMENT AS OF THE
FIFTH AMENDMENT EFFECTIVE DATE BY THEIR DULY AUTHORIZED REPRESENTATIVES.

Fidelity Information Services, Inc.                Heritage Oaks Bank

By:_______________________________                 By:__________________________
   Name:  Gary Norcross                               Name:_____________________
   Title: President, Integrated                       Title:____________________
          Financial Solutions

Date:_____________________________                 Date:________________________