AMENDMENT No. 1

      This Amendment No. 1 is made effective as of July 24, 2003 by and between
THE MCCONNELL FOUNDATION, a California nonprofit corporation, as Landlord, and
NORTH VALLEY BANK, as Tenant.

      1.    Recitals. This Amendment No. 1 is made with reference to the
            following facts and objectives:

            a)    Landlord and Tenant entered into a written lease dated October
                  1, 2002, (the "Lease"), in which Landlord leased to Tenant and
                  Tenant leased from Landlord, the Premises located in the City
                  of Redding, County of Shasta, California, commonly known as
                  1828-1844 Park Marina Drive consisting of 8,660 square feet
                  (the "Premises").

      2.    Premises. The Premises shall now include 1852 Park Marina Drive
            consisting of approximately 1,750 square feet. Total Premises square
            footage to be approximately 10,410.

      3.    Fixed Rent. Fixed rent will increase from $6,062.00 per month to
            $7,287.00 per month commencing on the day after the current tenant
            vacates 1852 Park Marina Drive. Sum of Fixed Rent is subject to
            increase at the rate of 3%, per year, each year on the 1st day of
            October, and continuing during the term.

      4.    Termination of 1852 Park Marina Drive Existing Lease and Notice to
            Vacate. The Lease entitled "Lease", dated August 1, 1999, by and
            between The McConnell Foundation, as Landlord, and Michele Driggs
            and Toby Bodeen, as Tenant shall terminate as of the date Tenant
            vacates premises. Tenant has received a 60-Day Notice as of 7/28/03,
            a copy of which is attached as appendix A. In the event Tenant does
            not vacate as of 9/26/03, The McConnell Foundation shall use all
            reasonable efforts to deliver possession of said premises to North
            Valley Bank as soon as possible. 1852 Park Marina Drive to be
            delivered to North Valley Bank in as-is condition.

      5.    Tenant Improvements. Upon taking possession of 1852 Park Marina
            Drive, any improvement, alterations or additions shall be at the
            sole cost of Tenant. All alterations, additions or changes to the
            Premises require the supervision of a competent architect or
            competent licensed structural engineer and made in accordance with
            plans and specifications with respect thereto, approved in writing
            by Landlord prior to the commencement of work. Tenant's contractor
            shall maintain all insurance reasonably required by Landlord. In no
            event shall there be any liens placed against the Property by the
            Tenant's contractor, workman, or material men, without Landlord's
            prior written consent. Tenant shall submit to Landlord copies of
            paid invoices, contractor lien releases and permits upon completion.
            Tenant shall abide by all terms of the Lease pertaining to Tenant
            Improvements and Alterations.

      6.    Americans with Disabilities Act. In the event that as a result of
            Tenant's Improvements, Tenant's use, or intended use, of the
            Premises the Americans with Disabilities Act or any similar law
            requires modifications or construction or installation of
            improvements in or to the Premises and/or Common Areas, the Parties
            agree that such modifications, construction or improvements shall be
            made at Tenant's expense.

      7.    Effectiveness of Lease. Except as set forth in Amendment No. 1, all
            provisions of the Lease shall remain unchanged and in full force and
            effect.

      8.    Conflict of Terms. In the event of any conflict between the
            provisions of the Lease and this Amendment No. 1, the provisions of
            this Amendment No. 1 shall prevail.

LANDLORD:
THE MCCONNELL FOUNDATION, a California non-profit corporation

BY: /s/ John Mancasola                      Date: 7/24/03
   -------------------------------------         -------------------------------
John Mancasola, Executive Vice-President

TENANT:
NORTH VALLEY BANK

/s/ Jack Richter                            Date: 7-24-03
---------------------------------------          -------------------------------
Jack Richter, Chief Operations Officer


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