SOLEDAD
MISSION CENTER LEASECOMMUNITY BANK

THIS
LEASE, is made and entered into this 26th of February, 2004 by and between  Soledad
Mission Center, LP, (Landlord) and Community Bank,  (Tenant).

WITNESSETH:

1.
USE.  Landlord hereby leases to Tenant and Tenant hereby hires from Landlord, the
premises described below, for purposes of conducting thereon the following activities:

BANK
AND LOAN OFFICE WITH AN ATM

Landlord
and Tenant acknowledge and agree that the type of business activities to be
conducted by Tenant and the quality of customers such activities attract are
material to Landlords willingness to lease the demised premises to Tenant

2.
PREMISES. Premises leased to Tenant, together with appurtenances, are
hereinafter referred to as the demised premises situated in the City
of Soledad, County of Monterey, State of California, and are the premises
outlined in red on the plot of the shopping center, attached hereto as Exhibit
A. Demised premises shall have a frontage of 30 feet (said
measurement from center of partition to center of partition, with respect to
interior storerooms, and from center of partition to outside wall, with respect
to end locations), and a depth of 84 feet (outside dimensions), for a total of
2,268 square feet. Landlord and Tenant acknowledge and agree that this lease is
a lease of real property in Soledad Mission Shopping Center, within the meaning
of Section 11 U.S.C.365(b)(3).

3.
TERM. Term of this lease shall be for a period of three (3) years. Term of this
lease, and Tenants obligation to pay rent, shall commence on the earlier
of the following dates: (a) date which is ninety (90) days after Landlord
notifies Tenant in writing that improvements to be provided by Landlord, as set
forth in Exhibit B attached, are substantially complete, or (b) date on which
Tenant opens demised premises for business to the public. Should such earlier
date not occur on the first day of a calendar month, the term hereunder shall
begin on the first day of the next succeeding calendar month. In that event,
however, Tenant shall pay rent for the fractional month on a per diem basis
(calculated on the basis of a thirty-day month), until the first day of the
month when term hereunder commences, and thereafter minimum rent shall be paid
in equal monthly installments the first day of each and every month, in advance.

Landlord
and Tenant hereby agree that in the event the demised premises are not
substantially complete and possession delivered to Tenant on or before one year
from the date of this lease, then and in that event, lease shall be deemed null
and void, have no further force or effect, and any security deposit made
herewith shall be promptly returned to Tenant, and the parties shall have no
further obligations to each other.

4. RENTAL.

A.  Guaranteed  Minimum Monthly Rental.  Tenant shall pay to Landlord during term
of this lease a minimum monthly rental for the demised  premises in the sum of $3,402
per month, on the 1st day of each month,  which sum shall be paid in lawful money of
the United States of America, and shall be paid without deduction or offset prior to notice or demand, at the address designated in
Article 29. Any rent payment not paid within five (5) days of its due date shall
be subject to a five (5%) percent late charge.

Tenant
shall operate the business in a first-class manner and shall at all times
maintain the business and premises in a neat and clean condition.

5.
REAL ESTATE TAXES. In addition to all rentals herein reserved, -Tenant shall pay
to Landlord as additional rent all annual real estate taxes and assessments
levied upon demised premises together with a prorata share of taxes attributable
to parking and common areas of shopping center. Such amount shall be payable
within ten (10) days after receipt of a semi-annual statement to be sent by
Landlord to Tenant setting forth the amount of such tax based upon actual tax
bill received by Landlord; or Landlord at its option shall have the right to
estimate the amount of taxes next due and to collect and impound from Tenant, on
a monthly or quarterly basis, the amount of Tenants estimated tax
obligation. Within thirty (30) days following receipt of the actual tax bill,
Landlord shall provide to Tenant a reconciliation of Tenants impound
account.

In
the event the demised premises, together with a prorata share of parking and
common area are not separately assessed, applicable taxes and assessments
shall be determined by the ratio that the floor area of demised premises,
including mezzanines, if any, bears to total floor area, including mezzanines,
of the building or buildings which includes the demised premises for which an
assessment is made. In the event such assessment does not reflect a prorata
share of parking and common area, based upon the ratio of building to parking
and common area shown on attached Exhibit A, an appropriate adjustment shall be
made.

Any
such tax for the year in which this lease commences or ends shall be apportioned
and adjusted. With respect to any assessment which may be levied against or upon
the demised premises and which, under the laws then in force, may be evidenced
by improvement or other bonds, payable in annual installments, only the annual
payments on said assessment shall be included in computing Tenants
obligation for taxes and assessments.

Term
real, estate taxes as used herein shall be deemed to mean all taxes
imposed upon the real property and permanent improvements constituting the
demised premises, and all assessments levied against said premises, but shall
not include personal income taxes, personal property taxes, inheritance taxes,
or franchise taxes levied against the Landlord, but not directly against said
property, even though such taxes shall become a lien against said property.

6.
PERSONAL PROPERTY TAXES. During the term hereof, Tenant shall pay, prior to
delinquency, all taxes assessed against and levied upon fixtures, furnishings,
equipment and all other personal property of tenant contained in the demised
premises, and when possible Tenant shall cause said fixtures, furnishings,
equipment and other personal property to be assessed and billed separately from
the real property of Landlord. In the event any or all of Tenants
fixtures, furnishings, equipment and other personal property shall be assessed
as additional rent, and taxed with Landlords real property, Tenant shall
pay to Landlord its share of such taxes within ten (10) days after delivery to
Tenant by Landlord of a statement in writing setting forth the amount of the
taxes applicable to Tenants property.

7.
CONDITION OF PREMISES. Tenant leases the space, and Landlord constructs improvements, as outlined in Exhibit "B".

8.
PARKING AND COMMON FACILITIES. Landlord covenants that common and parking areas
of shopping center of which demised premises are a part shall be available for
nonexclusive use of Tenant during the full term of this lease, or any extension
of the term hereof, provided that the condemnation or other taking by any public
authority, or sale in lieu of condemnation, of any or all of such common and
parking areas shall not constitute a violation of this covenant. Landlord
reserves the right to change entrances, exits, traffic lanes and boundaries and
locations of such parking area or areas. This lease shall be subordinate to any
agreement existing as of the date of this lease or subsequently placed upon the
real property of which the demised premises are a part, which agreement provides
for reciprocal easements and restrictions pertaining to common and parking
areas, and in the event of conflict between the provisions of such agreement and
this lease, the provisions of said agreement shall prevail. Provided, however,
nothing therein shall cause the Tenant to pay a greater share of common area
maintenance costs than herein provided. Provided further that there shall at all
times be maintained common and parking areas of not less than two (2) square
feet of common and parking area for each square foot of ground floor building
area within the shopping center.

A.
Prior to the date of Tenant's  occupation of the demised  premises,  Landlord  shall
cause said common and parking area or areas to be graded,  blacktopped,  lighted and
appropriately  marked and  landscaped  at no expense to Tenant,  and shall cause the same
to be maintained in good  condition and repair during the entire term hereof.

B.
Landlord shall keep or cause to be kept said automobile parking and common areas
in a neat, clean and orderly condition, properly lighted and landscaped, and
shall repair any damage to facilities thereof, but all expenses in connection
with said automobile parking and common areas shall be charged as additional
rent and prorated in the manner hereinafter set forth. It is understood and
agreed that the phrase expense in connection with said automobile parking
and common areas as used herein shall be construed to include, but not be
limited to, all sums expended by Landlord in connection with said automobile
parking and common areas for all general maintenance and repair, resurfacing,
painting, re-striping, cleaning, sweeping and janitorial services; planting and
landscaping; lighting and other utilities; directional signs and other markers
and bumpers; personnel to implement such services and to police with security
guards, automobile parking and common areas; required fees or charges levied
pursuant to any governmental requirements; public liability and property damage
insurance on automobile parking and common areas, which shall be carried and
maintained by Landlord and under which Tenant shall be named as an additional
insured, with limits as determined by Landlord; and a fee equal to ten (10%)
percent of said costs to Landlord for Landlords supervision of said
automobile parking and common areas.

Landlord
agrees to furnish to Tenant a statement itemized in reasonable detail setting
forth total expenses for automobile parking and common areas for the previous
three (3) calendar months, said statement to be furnished as soon as reasonably
possible following expiration of said quarterly period (i.e. March 31, June 30,
September 30, and December 31), or Landlord may, at its option, furnish such
statement on a monthly basis, setting forth total expenses for the prior month.
Tenant agrees to pay to Landlord as additional rent, Tenants prorata
share of such expenses within five (5) days after receipt of said statement.
Tenants prorata share of total expenses for the previous monthly period
shall be that portion of all of such expenses which is equal to the proportion
thereof which the number of square feet of gross leasable area in the demised
premises bears to the total number of square feet of gross leasable area of the
buildings in the shopping center with building measurements to be from outside
exterior walls and from the center of interior partitions.

C.
Tenant, for the use and benefit of Tenant, its agents, employees, customers,
licensees and subtenants, shall have the non-exclusive right in common with
Landlord, and other present and future owners, tenants and their agents,
employees, customers, licensees and subtenants, to use said common and parking
areas during entire term of this lease, or any extension thereof, for ingress
and egress, roadway, sidewalk and automobile parking, provided however Tenant
and Tenants employees shall park their automobiles in areas designated for
employee parking, or at Landlords written request shall park their
automobiles behind demised premises or in areas designated by Landlord for
employee parking, or at Landlords written request shall park their
automobiles outside of shopping center parking areas.

D.
Tenant, in the use of said common and parking areas, agrees to comply with such
reasonable rules and regulations as Landlord may adopt from time to time for the
orderly and proper operation of said common and parking areas.

9.
USES PROHIBITED. Tenant shall not use, or permit said premises, or any part
thereof, to be used for any purpose or purposes other than the purpose or
purposes for which said premises are hereby leased and no use shall be made or
permitted to be made of said premises, nor acts done, which will increase the
existing rate of insurance upon the building in which said premises may be
located once said rate is established or cause a cancellation of any insurance
policy covering said building or any part thereof, nor shall Tenant sell or
permit to be kept, used or sold in or about said premises, any article which may
be prohibited by a standard form of fire insurance policies. Tenant shall,
at his sole cost, comply with any and all requirements, pertaining to the
use of said premises, of any insurance organization or company necessary for the
maintenance of reasonable fire and public liability insurance, covering said
building and appurtenances. In the event Tenants use of premises, as
recited in Article 1 hereof, results in a rate increase for the building of
which the demised premises are a part, Tenant shall pay annually on the
anniversary date of this lease, as additional rent, a sum equal to that of the
additional premium occasioned by said rate increase.

10.
ALTERATIONS AND FIXTURES. Tenant shall not make, or suffer to be made, any
alterations of the demised premises, or any part thereof, without the prior
written consent of Landlord. Any additions to, or alterations of, said premises,
except movable furniture, shall become at once a part of the realty and belong
to Landlord. Any such alterations shall be in conformance with the requirements
of all municipal, state and federal authorities.

Tenant
agrees to promptly fixturize the bank in a manner comparable to a business of
similar nature. All fixtures, including trade fixtures that are attached to
premises shall become at once a part of the realty and belong to Landlord on
expiration or sooner termination of this lease, except water machines.

11.
MAINTENANCE AND REPAIR. Tenant shall, subject to Landlords obligations
hereinafter provided, at all times during term hereof, and at Tenants sole
cost and expense, keep, maintain and repair the building and other improvements
upon demised premises in good and sanitary order and condition (except as
hereinafter provided) including without limitation, maintenance and repair of
any store front, doors, window casements, glazing, heating and air conditioning
system (if any), plumbing, pipes, electrical wiring and conduits. Heating and
air-conditioning units must be maintained by a licensed HVAC engineer on at
least a quarterly basis at the expense of Tenant. Landlord may master contract
this service and pro-rate the cost to Tenant. Tenant shall also at its sole cost
and expense be responsible for any alterations or improvements to demised
premises necessitated as a result of the requirement of any municipal, state or
federal authority. Tenant hereby waives all right to make repairs at the expense
of Landlord, and Tenant hereby waives all rights provided for by Section 1941 of
the Civil Code of the State of California. By entering into the demised premises
Tenant shall be deemed to have accepted the demised premises as being in good
and sanitary order, condition and repair and Tenant agrees on the last day of
said term or any extensions or sooner termination of this lease to surrender the
demised premises with appurtenances, in the same condition as when received,
reasonable use and wear thereof and damage by fire, act of God or by the
elements excepted. Tenant shall periodically sweep and clean sidewalks adjacent
to demised premises, as needed.

Landlord
shall, subject to Tenants reimbursement as herein provided, maintain in
good repair exterior walls, roof and sidewalks. Tenant agrees that it will not,
nor will it authorize any person to, go onto the roof of the building of which
demised premises are a part without prior written consent of Landlord. Said
consent will be given only upon Landlords satisfaction that any repairs
necessitated as a result of Tenants action will be made by Tenant at
Tenants expense and will be made in such a manner so as not to invalidate
any guarantee relating to said roof. Landlord shall not be required to make any
repairs to exterior walls, roof and sidewalks unless and until Tenant has
notified Landlord in writing of the need for such repairs and Landlord shall
have had a reasonable period of time thereafter to commence and complete said
repairs. Tenant shall reimburse Landlord for its prorata share of the cost of
said repairs and maintenance incurred by Landlord, said prorata share to be
determined according to the area of the demised premises as it relates to the
total area of the building which contains the demised premises.

12.
COMPLIANCE WITH LAWS. Tenant shall, at their sole cost and expense, comply with
all of requirements of all municipal, state and federal authorities now in force
or which may hereafter be in force pertaining to the use of said premises, and
shall faithfully observe in said use all municipal ordinances and state and
federal statutes now in force or which shall hereinafter be in force. The
judgment of any court of competent jurisdiction, or admission of Tenant in any
action or proceeding against Tenant, whether Landlord be a party thereto or not,
that Tenant has violated any such order or statute in said use, shall be
conclusive of that fact as between Landlord and Tenant.

Tenant
shall not commit, or suffer to be committed, any waste upon demised premises, or
any nuisance or other act or thing which may disturb the quiet enjoyment of any
other tenant in the building in which the demised premises may be located.

13.
INSURANCE. Landlord shall maintain fire and extended coverage insurance throughout the term of
this lease in an amount equal to at least ninety (90%) percent of the value of the
building which includes the demised premises, together with such other insurance, including
but not limited to, loss of rents, earthquake, flood insurance, all liability
insurance, and such other insurance as Landlord deems necessary or that may be
required by Landlords lender or by any governmental agency. Tenant hereby
waives any right of recovery from Landlord, its officers and employees, and
Landlord hereby waives any right of recovery from Tenant, its officers or
employees, for any loss or damage (including consequential loss) resulting from
any of the perils insured against in the standard form fire insurance policy
with extended coverage endorsement. Tenant agrees to pay to Landlord as
additional rent its prorata share of the cost of said insurance to be
determined by the relationship that the gross floor area of the demised premises
bears to the total gross floor area of the building or buildings for which such
policy relates, Tenant shall maintain plate glass insurance with a provision
requiring insurer to give Landlord at least ten (10) days written notice before
any decrease in coverage, cancellation, or other material change, is effective
and naming Landlord as additional insured, and shall provide Landlord with a
copy of the policy or a Certificate of Insurance within fifteen (15) days after
rent commencement date stated in Article 3 of this lease. If Tenant fails to
deliver adequate proof that it has obtained and kept in force and effect
insurance required by this paragraph, Landlord shall have the right, at its
option and after notice to Tenant, to effect such insurance and charge the cost
of the premiums to Tenants account.

14.
INDEMNIFICATION OF LANDLORD - LIABILITY INSURANCE BY TENANT. Tenant, as a material
part of the consideration to be rendered to Landlord under
this lease, hereby waives all claims against Landlord for damage to goods, wares
and merchandise, in, upon or about said premises and for injuries to persons
in or about said premises, from any cause resulting from Tenants use and
occupation on the demised premises arising at any time; and Tenant will
indemnify and hold Landlord and the property of Landlord exempt and harmless
from any and all claims, liability, loss, expenses, damage or injury resulting
from Tenants use and occupation of the demised premises, including, but
not limited to, any claim, liability, loss, or damage arising by  reason
of Hie death or injury of any person, the damage to or destruction of any
property of any person, and any work performed on said premises or materials
furnished to said premises at the instance or request of Tenant or its agents or
employees.

During
the entire term of this lease, Tenant shall, at Tenants sole cost and
expense, but for mutual benefit of Landlord and Tenant, maintain general public
liability and property damage insurance including contractual liability
insurance against claims for personal injury, death, or property damage
occurring in, upon or about the demised premises and on any sidewalks directly
adjacent to demised premises. Limitation of liability of such insurance shall be
not less than Two Million Dollars ($2,000,000.00) in respect to any one
occurrence, and to the limit of not less than Fifty Thousand Dollars
($50,000.00) in respect to Property Damage.

Landlord
is to be named additional insured. All such policies of insurance shall be
issued in the name of Tenant and Landlord and for the mutual and joint benefit
and protection of the parties, and such policies of insurance shall include a
provision requiring that the insurer give Landlord at least ten (10) days
written notice before any cancellation, decrease in coverage or other material
change is effective. Copies of the policy or a certificate of Insurance thereof
shall be delivered to the Landlord within fifteen (15) days after the rent
commencement date stated in Article 3 of this lease. If Tenant fails to deliver
adequate proof that it has obtained and kept in force and effect the insurance
required by this paragraph, Landlord shall have the right, at its option and
after notice to Tenant, to effect such insurance and charge the cost of the
premiums to Tenants account. This shall be considered a breach of the
lease as stated in paragraph 21.

15.
ABANDONMENT OF PERSONAL PROPERTY. Tenant shall not vacate or abandon the demised
premises at any time during the term of this lease; and if Tenant shall abandon,
vacate or surrender Hie demised premises or be dispossessed by process of law,
or otherwise, any personal property belonging to Tenant and left on the demised
premises shall be deemed to be abandoned, at the option of Landlord, except such
property as maybe mortgaged to Landlord.

16.
SIGNS AND AUCTIONS. Tenant shall not place or permit to be placed any sign upon
the exterior or in the windows of demised premises without Landlords prior
written consent, nor shall Tenant change the color or exterior appearance of
demised premises without Landlords prior written consent. Landlord will
provide to Tenant a Master Sign Plan, approved by the City of Soledad, attached
as Exhibit D. Tenant shall at its sole cost and expense prepare sign
construction drawings, in accordance with said sign plan, which shall be
submitted to Landlord for written approval. Tenant agrees to install sign(s) in
accordance with approved sign plan within thirty (30) days after commencement of
the term of this lease. Landlords approval of signage will not be
unreasonably withheld. All signs affixed to premises shall on expiration or
sooner termination of this lease belong to Landlord without compensation to
Tenant.

Tenant
shall not, without Landlords prior written consent, display or sell
merchandise outside defined exterior walls and permanent doorways of demised
premises. Tenant shall not conduct or permit to be conducted any sale by auction
in, upon or from the demised premises, whether said auction be voluntary,
involuntary, pursuant to any assignment for the payment of creditors or pursuant
to any bankruptcy or other solvency proceeding.

17.
UTILITIES.  Tenant shall pay before delinquency all charges for water, gas, heat,  electricity,  power,  telephone service and all other services or utilities used in, upon, or about demised premises by Tenant or any of its subtenants,  licensees,  or  concessionaires  during the term of
this lease.

18.
ENTRY AND  INSPECTION.  Tenant shall permit Landlord and his agents to enter
into and upon demised  premises at all reasonable  times after notice,  except
in case of an emergency,  for the purpose of inspecting the same or for the
purpose of maintaining the building in which said premises are
situated, or for the purpose of making repairs, alterations or additions to any
other portion of said building, including the erection and maintenance of such
scaffolding, canopy, fences and props as may be required, or for the purpose of
posting notices of non-liability for alteration, additions or repairs, or for
the purpose of placing upon the property in which the premises are located any
usual or ordinary For Sale signs. Landlord shall be permitted to do
any of the above without any rebate of rent and without any liability to Tenant
for any loss of occupation or quiet enjoyment of the premises thereby
occasioned. Tenant shall permit Landlord, at any time within thirty (30) days
prior to the expiration of this lease, to place upon said premises any usual or
ordinary For Lease signs and during such thirty (30) day period
Landlord or his agents may, during normal business hours, enter upon said
premises and exhibit same to prospective Tenants.

19.
DAMAGE AND DESTRUCTION OF PREMISES. In the event of (a) partial destruction of
said premises or the building containing same during the term of this lease or
any extensions thereof, which requires repairs to either said premises or said
building, or (b) said premises or said building being declared unsafe, or unfit
for occupancy by any authorized public authority for any reason other than
Tenants act, use or occupation, which declaration requires repairs to
either said premises or said building, Landlord shall forthwith make said
repairs provided Tenant gives to Landlord thirty (30) days written notice of the
necessity therefor. No such partial destruction (including any destruction
necessary in order to make repairs required by any declaration made by any
public authority) shall in any way annul or void this lease except that Tenant
shall be entitled to a proportionate reduction of minimum guaranteed rent while
such repairs are being made, such proportionate reduction to be based upon the
extent to which the making of such repairs shall interfere with the business
carried on by Tenant in said premises. However, if during the last four years of
the term of this lease the building is damaged as a result of fire or any other
insured casualty to an extent in excess of twenty-five (25%) percent of its then
replacement cost (excluding foundation(s)), Landlord may, within thirty (30)
days following the date such damage occurs, terminate this lease by written
notice to Tenant. If Landlord, however, elects to make said repairs, and
provided Landlord uses due diligence in making said repairs, this lease shall
continue in full force and effect and the minimum guaranteed rent shall be
proportionately reduced as provided above. If Landlord elects to terminate this
lease all rents shall be prorated between Landlord and Tenant as of the date of
such destruction.

The
foregoing to the contrary notwithstanding, if building is damaged or destroyed
at any time during the term hereof to an extent of more, than twenty-five (25%)
percent of its then replacement cost (excluding foundation(s)) as a result of a
casualty not insured against, Landlord may within thirty (30) days following the
date of such destruction terminate this lease upon written notice to Tenant. If
Landlord does not elect to so terminate because of said uninsured casualty,
Landlord shall promptly rebuild and repair said premises and Tenants
rental obligation shall be proportionately reduced as provided above.

In
respect to any partial destruction (including any destruction necessary in order
to make repairs required by any authorized public authority) which Landlord is
obligated to repair and may elect to repair under the terms of this Article,
Tenant waives any statutory right it may have to cancel this lease as a result
of such destruction.

20.
ASSIGNMENT AND SUBLETTING. Tenant shall not assign this lease, or any interest
therein, and shall not sublet the demised premises or any part thereof, or any
right or privilege appurtenant thereto, or permit any other person (the agents
and servants of Tenant excepted) to occupy or use the demised premises, or any
portion thereof, without first obtaining written consent of Landlord, which
consent shall not be unreasonably withheld. Consent by Landlord to one
assignment, subletting, occupation or use by another person shall not be deemed
to be a consent to any subsequent assignment, subletting, occupation or use by
another person. Consent to an assignment shall not release the original named
Tenant from liability for the continued performance of the terms and provisions
on the part of Tenant to be kept and performed, unless Landlord specifically
releases the original named Tenant from said liability. Any assignment or
subletting without the prior written consent of Landlord shall be void, and
shall, at the option of Landlord terminate this lease. Neither this lease nor
any interest therein shall be assignable, as to the interest of Tenant, by
operation of law, without the prior written consent of Landlord.

If
Tenant proposes to assign the lease to any person or entity who shall have made
a good faith offer to accept an assignment of this lease on terms acceptable to
Tenant, the notice of such proposed assignment, setting forth (a) name and
address of such person, (b) all the terms and conditions of such offer; and (c)
adequate assurance to be provided Landlord to assure such persons future
performance under the lease, shall be given to Landlord by Tenant no later than
ten (10) days after receipt by Tenant, Landlord shall then have the right and
option, to be exercised by a notice to Tenant given at any time prior to
effective date of such proposed assignment, to accept a different assignment of
this lease on the same terms and conditions and for the same consideration, if
any, as offer made to Tenant, less any brokerage commissions which may be
payable out of consideration to be paid to such person for assignment of this
lease.

In
the event any approved sublease provides for payment of rent or other
consideration in excess of rent payable hereunder, Landlord shall receive all
such excess, upon receipt by Tenant.

21.
DEFAULT. If Tenant fails to make any payment required by the provisions of this
lease, after ten (10) days of due date, or fails within fifteen (15) days after
written notice thereof to correct any breach or default of other covenants,
terms or conditions of this lease, or if Tenant breaches this lease and abandons
the property before the end of the term, Landlord shall have the right at any
time thereafter to elect to terminate said lease and Tenants right to
possession thereunder. Upon such termination, Landlord shall have the right to
recover against Tenant:

A.
The worth at the time of award of the unpaid rent which had been earned at the time of termination;

B.
The worth at the time of award of the amount by which the unpaid rent which
would have been earned after termination until the time of award exceeds the
amount of such rental loss that the Tenant proves could have been reasonably
avoided;

C.
The worth at the time of award of the amount by which the unpaid rent for the
balance of the term after the time of award exceeds the amount of such rental
loss that the Tenant proves could be reasonably avoided; and

D.
Any other amount necessary to compensate the Landlord for all the detriment
proximately caused by Tenants failure to perform its obligations under the
lease or which in the ordinary course of things would be likely to result
therefrom.

The
worth at the time of award of the amounts referred to in
subparagraphs A and B above shall be computed by allowing interest at ten (10%)
percent per annum. The worth at the time of award of the amount referred to in
subparagraph C shall be computed by discounting such amount at the discount rate
of the Federal Reserve Bank of San Francisco at the time of award plus one (1%)
percent.

Such
efforts as Landlord may make to mitigate damages caused by Tenants breach
of this lease do not constitute a waiver of Landlords right to recover
damages against Tenant hereunder, nor shall anything contained herein affect
Landlords right to indemnification against Tenant for any liability
arising prior to termination of this lease for personal injuries or property
damage, and Tenant hereby agrees to indemnify and hold Landlord harmless from
any such injuries and damages, including all attorneys fees and costs
incurred by Landlord in defending any action brought against Landlord for any
recovery thereof, and in enforcing the terms and provisions of this
indemnification provision against Tenant.

If
Landlord elects to terminate this lease and gives Tenant notice of such
termination, upon giving of such notice, the term of this lease and estate
hereby granted shall expire and terminate on the effective date of the notice as
fully and completely and with the same effect as if such date were the date
herein fixed for expiration of the term of this lease and all rights of Tenant
shall hereunder expire and terminate, but Tenant shall remain liable as here
before provided..

In
the event Tenant abandons demised premises, this lease shall terminate if
Landlord gives written notice of his belief of abandonment pursuant to Civil Code
Sections 1951.2 and 1951.3.

Notwithstanding
any of the following, breach of this lease by Tenant, or abandonment of demised
premises by Tenant, shall not constitute termination of this lease, or of
Tenants right of possession hereunder, unless and until Landlord elects to
do so, and until such time Landlord shall have the right to enforce all of its
rights and remedies under this lease, including the right to recover rent, and
all other payments to be made by Tenant hereunder, as it becomes due; provided,
however, that until such time as Landlord elects to terminate this lease, and
Tenants right of possession hereunder, Tenant shall have the right to
sublet demised premises or to assign its interest in the lease, or both, subject
to written consent of Landlord, which consent shall not be unreasonably
withheld.

As
security for the performance by Tenant of all of its duties and obligations hereunder, Tenant
does hereby assign to Landlord the right, power and authority, during
continuance of this lease, to collect rents, issues and profits of the
demised premises, reserving unto Tenant the right, prior to any breach or
default by it hereunder, to collect and retain said rents, issues and profits as
they become due and payable. Upon any such breach or default, Landlord shall
have the right at any time thereafter, without notice except as provided for
above, either in person, by agent or by a receiver to be appointed by a court,
to enter and take possession of said demised premises and collect such rents,
issues and profits, including those past due and unpaid, and apply the same,
less costs and expenses of operation and collection, including reasonable
attorneys fees, upon any indebtedness secured hereby, and in such order as
Landlord may determine.

The
parties hereto agree that acts of maintenance or preservation or efforts to
re-lease the premises, or the appointment of a receiver upon the initiative of
Landlord to protect its interests under this lease shall not constitute a
termination of Tenants right of possession for purposes of this Article
unless accompanied by a written notice from Landlord to Tenant of
Landlords election to so terminate. Nothing contained in this Article
shall in any way diminish or be construed as waiving any of Landlords
other remedies as provided elsewhere in this lease or by law or in equity.

22.
INSOLVENCY OF TENANT. Tenant agrees that in the event all or substantially all
of its assets be placed in the hands of a receiver or trustee, and in the event
such receivership or trusteeship continues for a period often (10) days, or
should Tenant make an assignment for the benefit of creditors, or be adjudicated
a bankrupt, or should Tenant institute any proceedings under any state or
federal bankruptcy act wherein Tenant seeks to be adjudicated a bankrupt, or
seeks to be discharged of its debts, or should any involuntary proceeding be
filed against such Tenant under such bankruptcy laws and Tenant consents thereto
or acquiesces therein by pleading or default, then this lease or any interest in
and to the demised premises shall not become an asset in any of such proceedings
and, in any of such events and in addition to any and all rights or remedies of
Landlord hereunder or as provided by law, it shall be lawful for Landlord at his
option to declare the term hereof ended and to re-enter the demised premises and
take possession thereof and remove all persons therefrom and Tenant shall have
no further claim therein or hereunder.

23.
SURRENDER OF LEASE. Voluntary or other surrender of this lease by Tenant, or a
mutual cancellation thereof, shall not work a merger, and shall, at option of
Landlord, terminate all or any existing subleases or subtenancies, or may, at
option of Landlord, operate as an assignment to him of any or all of such
subleases or subtenancies.

24.
SALE OF PREMISES BY LANDLORD. In the event of any sale of demised premises by
Landlord, Landlord shall be and is hereby entirely freed and relieved of all
liability under any and all of its covenants and obligations contained in or
derived from this lease arising out of any act, occurrence or omission occurring
after consummation of such sale; and purchaser, at such sale or any subsequent
sale of demised premises shall be deemed, without any further agreement between
the parties or their successors in interest or between parties and any such
purchaser, to have assumed and agreed to carry out any and all covenants and
obligations of Landlord under this lease.

25.
HOURS OF BUSINESS. Subject to provisions of Article 19, Tenant shall
continuously during entire term hereof conduct and carry on Tenants
business in the demised premises and shall keep demised premises open for
business and cause Tenants business to be conducted therein during normal
banking business hours; provided, however, that this provision shall not apply
if demised premises should be closed and the business of Tenant temporarily
discontinued therein on account of strikes, lockouts or similar causes beyond
the reasonable control of Tenant or closed for not more than three (3) days out
of respect to the memory of any deceased officer or employee of Tenant, or
relative of any such officer or employee. Tenant shall keep the demised premises
adequately stocked with merchandise, and with sufficient sales personnel to care
for the patronage, and to conduct said business in accordance with sound
business practices.

In
the event of breach by Tenant of any of the conditions in this Article, Landlord
shall have, in addition to any and all remedies herein provided, the right at
its option to collect not only the minimum rent herein provided, but additional
rent at the rate of one-thirtieth (1/30) of the minimum monthly rent herein
provided for each and every day that Tenant shall fail to conduct its business
as herein provided, said additional rent shall be deemed to be in lieu of any
percentage rent that might have been earned during such period of Tenants
failure to conduct its business as herein provided.

26.
ATTORNEYS FEES. If Landlord is involuntarily made  a party defendant
to any litigation concerning this lease or demised premises by reason of any act
or omission of Tenant, then, Tenant shall hold harmless Landlord from all
liabilities by reason thereof, including reasonable attorneys fees and all
costs incurred by Landlord in such litigation.

Landlord
shall be entitled to recover all collection costs including reasonable
attorneys fees incurred by it as a result of Tenants failure to pay
rent as herein provided. If either Landlord or Tenant shall commence any legal
proceedings against the other with respect to any of the terms and conditions of
this lease, non-prevailing party therein shall pay to the other all expenses of
said litigation, including a reasonable attorneys fee as may be fixed by
the court having jurisdiction over the matter. Parties hereto agree that
Monterey County, California is the proper jurisdiction and venue for litigation
of any matters relating to this lease and service mailed to the address of
tenants set forth herein shall be adequate service for such litigation.

27.
SECURITY DEPOSIT. Tenant contemporaneously with the execution of this lease,
deposits with Landlord the sum of five thousand ($5,000) Dollars, receipt
of which is hereby acknowledged by Landlord, said deposit being given to secure
the faithful performance by Tenant of all terms, covenants, and conditions of
this lease by Tenant to be kept and performed during the term hereof. Tenant
agrees that if Tenant shall fail to pay rent herein reserved promptly when due,
said deposit may, at the option of Landlord (but Landlord shall not be required
to) be applied to any rent due and unpaid, and if Tenant violates any of the
other terms, covenants, and conditions of this lease, said deposit shall be
applied to any damages suffered by Landlord as a result of Tenants default
to the extent of the amount of damages suffered. Landlord shall not be required
to keep such deposit separate from its general accounts.

Nothing
contained in this Article shall in any way diminish or be construed as waiving
any of Landlords other remedies as provided herein, or by law or in
equity. Should entire security deposit, or any portion thereof, be appropriated
and applied by Landlord for payment of overdue rent or other sums due and
payable to Landlord by Tenant hereunder, then Tenant shall, on written demand of
Landlord, forthwith remit to Landlord a sufficient amount in cash to restore
said security deposit to its original amount, and Tenants failure to do so
within fifteen (15) days after receipt of such demand, shall constitute a breach
of this lease. Should Tenant comply with all terms, covenants, and conditions of
this lease and promptly pay all rental herein provided for as it falls due, and
all other sums payable by Tenant to Landlord hereunder, said security deposit
shall be returned in full to Tenant at the end of the term of this lease, or
upon earlier termination of this lease pursuant to the provisions of Article 19
hereof, except in the event demised premises are sold as a result of the
exercise of any power of sale under any mortgage or deed of trust, in which
event this lease shall be automatically amended to delete any reference to this
Article, and Tenant shall be entitled to immediate reimbursement of its security
deposit from the party then holding said deposit. This lease does not create a
trust relationship between Landlord and Tenant with respect to such security
deposit, and Landlord shall be entitled to treat such security deposit as
Landlords own property, subject only to Tenants right to receive
repayment of it as provided in this Article.

28.
HOLDING OVER Any holding over after expiration of the term of this lease, with
consent of Landlord, shall be construed to be a tenancy from month to month,
cancelable upon thirty (30) days written notice, and at a rental and upon terms
and conditions as existed during the last year of the term hereof.

29.
NOTICES. Wherever in this lease it shall be required or permitted that notice and demand
be given or served by either party to this lease to or on the other, such notice  or
demand shall be given or served and shall not be deemed to have been duly  given or
served unless in writing and forwarded by certified mail, addressed as  follows:

Landlord, Soledad Shopping Center, LP
c/o Shaw Development
3 Quail Run Circle, Suite 103
Salinas, CA 93907
(831) 772-8100 ext. 20
(831) 772-8103 Fax
(831) 484-7948 Home
(831) 262-8747 Cell
e-mail address: shawre@aol.com
Harry Wardwell
Community Bank
301 Main Street
Salinas, CA 93901
(831) 757-2274 ext 446
(831) 757-8597 Fax
Either party may change such address by written notice by certified mail to the other.

30.
SUCCESSORS IN INTEREST. The covenants herein contained shall, subject
to the provisions as to assignment, apply to and bind the heirs,
successors, executors, administrators and assigns of all parties hereto;
and all of parties hereto shall be jointly and severally liable hereunder.

31.
TENANTS PERFORMANCE. In the event Tenant shall fail within any time limits
which may be provided herein to complete any work or perform any other
requirements provided to be performed by Tenant prior to the commencement of the
term hereof, or in the event Tenant shall cause a delay in the completion of any
work, Landlord may send Tenant written notice of said default and if said
default is not corrected within ten (10) days thereafter, Landlord may by
written notice prior to curing of said default terminate this lease.
Landlord shall be entitled to retain as liquidated damages all deposits made
hereunder and such improvements as Tenant may have annexed to the realty that
cannot be removed without damage thereto.

32.
FORCE MAJEURE. If either party hereto shall be delayed or prevented from the
performance of any act required hereunder by reason of acts of God, strikes,
lockouts, labor troubles, inability to procure materials, restrictive
governmental laws or regulations or other cause without fault and beyond the
control of the party obligated (financial inability excepted), performance of
such act shall be excused for the period of the delay and the period for the
performance of any such act shall be extended for a period equivalent to the
period of such delay; provided, however, nothing contained in this Article shall
excuse Tenant from the prompt payment of any rental or other charge required of
Tenant hereunder except as may be expressly provided elsewhere in this lease.

33.
PARTIAL INVALIDITY. If any term, covenant, condition or provision of this
lease is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the provisions hereof shall remain in full
force and effect and shall in no way be affected, impaired or invalidated thereof.

34.
MARGINAL CAPTIONS. The various headings and numbers herein and the grouping
 of the provisions of this lease into separate articles and paragraphs are
for the purpose of convenience only and shall not be considered a part hereof.

35.
TIME. Time is of the essence of this lease.

36.
SUBORDINATION, ATTORNMENT. This lease, at Landlords option, shall be
subordinate to the lien of any deed of trust or mortgage subsequently placed
upon the real property of which demised premises are apart, and to any and all
advances made on the security thereof, and to all renewals, modifications,
consolidations, replacements and extensions thereof; provided, however, that as
to the hen of any such deed of trust or mortgage Tenants right to quiet
possession of the premises shall not be disturbed if Tenant is not in default
and so long as Tenant shall pay the rent and observe and perform all of the
provisions of this lease, unless this lease is otherwise terminated pursuant to
its terms. If any mortgagee, trustee or ground lessor shall elect to have this
lease prior to the lien of its mortgage, deed of trust, or ground lease, and
shall give written notice thereof to Tenant, this lease shall be deemed prior to
such mortgage, deed of trust, or ground lease, whether this lease is dated prior
or subsequent to the date of said mortgage, deed of trust or ground lease or the
date of recording thereof.

In
the event any proceedings are brought for foreclosure, or in the event of the
exercise of the power of sale under any mortgage or deed of trust made by
Landlord covering the demised premises, Tenant shall attorn to the
purchaser upon any such foreclosure or sale and recognize such purchaser as the
Landlord under this lease.

If
upon any sale, assignment, or hypothecation of the demised premises or land
thereunder by Landlord, or at any other time, an estoppel certificate shall be
requested of Tenant in writing, Tenant agrees, within ten (10) days thereafter,
to execute and deliver the estoppel certificate provided by Landlord in
recordable form addressed to any such proposed mortgagee or purchaser or
Landlord certifying requested information, including among other things, dates
of commencement and termination of this lease, amounts of security deposits, and
that lease is in foil force and effect (if such be the case) and that there are
no differences, offsets or defaults of Landlord, or noting such differences,
offsets or defaults as actually exist. Tenant shall be liable for any loss or
liability resulting from any incorrect information certified, and mortgagee and
purchaser shall have the right to rely on such estoppel certificate. Tenant
shall in the same manner acknowledge and execute any assignment of rights to
receive rents as required by any mortgagee of Landlord.

37.
REVISION OF EXHIBIT A. It is understood and agreed that the plot plan attached
hereto as Exhibit A is preliminary, and that prior to commencement
of the term hereof, Landlord may revise said plot plan and change the location
of Tenants demised premises; provided however, relocation of Tenants
demised premises shall be subject to Tenants approval. In the event Tenant
does not approve said relocation Tenant may cancel this lease, in which event
any security deposit or prepaid rent paid by Tenant shall be refunded to Tenant,
and neither party shall thereafter have any further obligations to each other
respecting this lease. Landlords rights pursuant to this section shall
cease upon commencement of the term hereunder.

38.
COST OF LIVING ADJUSTMENT. After the first year of the commencement of this
lease, the rent will be adjusted annually by the CPI. Upon each anniversary date
of the commencement of the term of this lease, Guaranteed Minimum Monthly Rental
shall be changed to an amount that bears the same relationship to the guaranteed
minimum monthly rental in effect immediately proceeding such adjustment which
the Consumer Price Index for the month in which said adjustment occurs bears to
the index for the month proceeding the prior years anniversary date.
However, in no event shall the rent be reduced below that guaranteed minimum
monthly rental in effect immediately proceeding such adjustment period. The
Consumer Price Index to be used in the Consumer Price Index (CPI-U) for all
urban customers for all items, U.S. City average for the San Francisco/Oakland
area, published monthly by the United States Department of Labor, in which 1967
equals 100. If said Consumer Price Index is no longer published at the
adjustment date, it shall be constructed by conversion tables included in such
new index. Notwithstanding the above, the guaranteed minimum monthly rental
shall be increased by a minimum of two and one half (2.5%) percent per year, not
to exceed a maximum of four (4%) percent, adjusted yearly.

39.
RENTAL TAX. Tenant shall pay to Landlord as additional rent, all excise,
privilege and other taxes, other than net income and estate taxes levied or
assessed by any federal, state or local authority upon rent received by Landlord
hereunder, and Tenant shall bear any business tax imposed upon Landlord by any
governmental authority which is based or measured in whole or in part by amounts
charged or received by Landlord from Tenant under this lease.

40.
CONDEMNATION. If by condemnation, or a transfer in lieu thereof, twenty (20%)
percent or more of the demised premises is taken, or in the event that twenty
(20%) percent or more of the parking areas referred to in Article 8 hereof are
taken and Landlord is unable to provide adequate substitute parking, Landlord or
Tenant may, upon written notice given within thirty (30) days after such taking,
or transfer in lieu thereof, terminate this lease. Tenant shall not be entitled
to share in any portion of the award and Tenant hereby expressly waives any
right or claim to any part thereof. Tenant shall, however, have the right to
claim and recover, only from the condemning authority (but not from Landlord)
any amounts necessary to reimburse Tenant for the cost of removing stock and
fixtures.

41.
NO ORAL AGREEMENTS.  This lease covers in full each, and every agreement of
every kind or nature whatsoever between the parties hereto concerning this
lease,  and all preliminary negotiations and agreements of whatsoever kind
or nature are merged herein, and there are no oral agreements or implied covenants.

42.
STATEMENT OF TENANT. Tenant shall fill out and sign "Exhibit C" attached
for Landlord's Lender within three (3) days of written request and return
promptly to Landlord.

43.
SIGNS. Tenant's signs to be uniform in color, size, type, style, and
manufacture and be similar to other signs used in the center. All
signs to be approved by Landlord, paid for by Tenant. Tenant to pay
prorata share of materials, installation and maintenance of freeway
pylon sign and monument sign(s), if they choose to be represented on those signs.

44.
SIGN REPAIRS. If Landlord has notified Tenant in writing that Tenant's
sign(s) needs repair and maintenance, then after thirty (30) days Landlord
may have the sign(s) repaired and charge Tenant for the cost.

45.
OPTION TO RENEW. Should Tenant fully and faithfully perform all the terms and
conditions of this lease for the full term specified in Article 3 of this lease,
Tenant shall have the option to renew this lease for two (2) consecutive five
year terms after the expiration of the full term specified in Article.3. Tenant
may extend this lease for each five (5) year term by giving Landlord written
notice of Tenants desire to do so at least 120 days prior to the
expiration of the term then in effect. The rent payable during each renewal term
shall be adjusted annually by the rental adjustment in Article 38 of this
lease. Except for the rent and option provisions, all other terms and conditions
of this lease shall continue in effect during each renewal term.

46.
TENANT'S PLAN. Tenant is to prepare a plan for the interior of the store
within thirty (30) days of signing lease, which is subject to the approval of Landlord.

47.
PROMOTION FUND. Tenant shall pay to Center Promotion Fund dues of $600 per year,
payable quarterly, in advance, and participate with advertising in four Center
promotions a year with at least an $100 ad. If Tenant does not advertise as
provided herein, Landlord may charge Tenant for the space and collect funds to
pay for advertising required under this Article. All dollar amounts above will
be adjusted annually according to Consumer Price Index in the manner described
in Paragraph 38.

48.
HAZARDOUS  SUBSTANCES. Tenant shall not use or  store any Hazardous Substances
in the Premises or Shopping Center except in the ordinary course of
Tenants business and in compliance with applicable Environmental Laws.
Tenant further agrees to defend, indemnify and hold harmless Landlord, or any
partner, officer or director of Landlord, against any and all claims, demands,
liabilities, costs and expense (including without limitation reasonable
attorneys fees, and expenses and expert witness fees) which Landlord may
sustain at any time as a result of, arising out, of, or in any way connected
with Tenants use or storage of such Hazardous Substances in the Premises
or Shopping Center. Additionally, Tenant agrees to cease its use and storage of
such items immediately upon receipt of written notice from any regulatory or
governmental agency that such storage or use is in violation of any
Environmental Laws.

49.
BROKER COMMISSIONS. Tenant represents to Landlord and Landlord represents to
Tenant that no broker or agent other than Shaw Real Estate, Inc. was
instrumental in procuring or negotiation or consummating this lease. The fees
and commissions of Shaw Real Estate, Inc. will be paid by Landlord. Each party
(the Indemnitor) agrees to defend and indemnify the other (the
Indemnitee) against any loss, expense or liability incurred by
Indemnitee as a result of a claim by any other broker or finder claiming
representation of the Indemnitor in connection with this Lease or its
negotiation.

51.
RECIPROCAL EASEMENT AGREEMENT. Lease is subject to all terms and
conditions of the recorded Operating and Reciprocal Easement Agreement.

52.
DATE OF LEASE. For all purposes of this lease, including all time requirements,
any reference to the date of the lease shall be the date which the lease has
been executed and initialed by Landlord and Tenant. In the event Landlord and
Tenant have executed and/or initialed the lease each on a different date, the
later of the dates shall apply.

EXECUTED in Monterey County, California.

Dated: 2/26/04
LANDLORD
Soledad Shopping Center, LP
By its General Partner
Soledad Shopping Center, LLC/s/ WILLIAM G. SHAW
By: William G. Shaw, President
Dated: 2/26/04
TENANT
Community Bank/s/ HARRY D. WARDWELL
By:

EXHIBIT
A[Graphic Omitted]

# EXHIBIT "B"
LANDLORD'S WORK AND TENANT'S WORK
BANK

1.1
Preparation and Delivery of Tenants Plans. Tenants at its
sole cost and expense, shall prepare, or cause to be prepared, and deliver
simultaneously to Landlord and Landlords architect, within thirty (30)
days after date Lease is fully executed, one (1) set of fully dimensioned one
quarter inch (1/4) scale drawings (Tenants Plans),
showing a complete floor plan and reflected ceiling plan for premises, including
Tenants Work (as defined in Section 3.2 below) and the
location of all utilities, lighting and electrical outlets, partitions, signage
store fronts, trade fixture plans and any other specifications which would
affect construction or design of Premises.

1.2.
Landlords Approval of Tenants Plans. Landlord shall have
thirty (30) days after receipt of Tenants Plans to approve or disapprove
Tenants Plans and to bid out the cost of Tenants Plan. If Landlord
disapproves Tenants Plans, then Tenant shall make such changes to
Tenants Plans as Landlord reasonably requires and shall again submit
Tenants Plans to Landlord and Landlords architect for approval.
Landlord shall review of Tenants Improvement Plans for lease approval.
Landlord shall in no event be responsible for any defects, deficiencies or
inaccuracies or code compliance in Tenants Plans. Tenant shall cause
Tenants Plans to be prepared and signed by a licensed design professional,
if applicable law so requires.

2. Landlord's Work.

2.1. Scope. Landlord shall be responsible only for the performance of the work
described in Section 2.2 ("Landlord's Work"), or give Tenant allowances for items
completed by Tenant's contractor.  All other work, whether or not designated as
part of "Tenant's Work" under Section 3. shall be performed by Tenant at Tenant's
sole cost and expense.

2.2. Description of Landlord's Work. Landlord shall construct, a tenant space which
shall include the following:

A. Walls:  Demising walls, break room ATM room, and vault room walls provided.
All walls 2 x 4 or 2 x 6 studs with Vz" or 5/8" gypboard, taped and textured,
ready to paint. OR allowance of $1.35 per square foot.

B. Doors;   Set of glass doors with cylinder lock in accordance with Tenant
design. Side or rear doors are steel with metal frame.

C. Ceiling:   T-Bar ceiling. OR allowance of $1.75 per square foot.

D. Electrical:

(i) Service  and metering facilities  with   ample  main  electrical service. Power is 120/208 volts, three-phase.

(ii) Basic lighting consisting of 2 x 4 fluorescent lights, recessed
drop-in type, OR allowance of $100 per fixture.

(iii)     Sign outlet in front canopy.

(iv) Wall receptacles are 110 volt grounded duplex outlets with cover plates in
demising walls, per Tenant plans. OR an allowance of one (1) outlet per 200 SF
at $35 per outlet.

(v) Telephone outlets (conduit in wall; phone wire or installation not included), OR allowance of $20 per outlet.

E.
Rough plumbing, per Tenant plan.

F.
Heating, Ventilation & Air Conditioning System (HVAC) with one (1) main duct
to which Tenants HVAC work, pursuant to Section 3.2E, can be
connected by Tenant for distribution of heating, cooling and ventilation to
Tenant space, or distributed to center and front and rear by Landlord.

F. Sprinkling: Each space sprinkled to meet fire code.   Sprinkler system designed on the basis of an open floor plan uninterrupted by any tenant interior partitions or changes in ceiling height. Sprinkler drop and relocation of sprinklers heads after this installation to accommodate tenant spaces will be the
responsibility of Tenant.

G. Restrooms: Two ADA compliant restrooms, as required by local code,
and exhaust unit. Walls shall be painted, vinyl tile floors provided. OR
allowance of $4,000 per restroom.

H. Utilities:  Each Tenant space, as indicated on shell plan, shall be self contained
and separately metered for gas, electric service, and water.

I.
Quality; Structure and tenant improvements (exterior and interior) as
approximately described herein will be constructed of good quality new materials
in a workmanlike manner to a standard found inthe industry for buildings
in this price range.

2.3.  No Responsibility for Additional Work. Except for foregoing work,
Landlord shall not be responsible for, nor shall Landlord construct any,
additional improvements in Premises, unless agreed by Landlord in writing.

2.4.
Acceptance of Landlords Work. Tenant agrees that, upon completion
of Landlords Work, Tenant shall conclusively be deemed to have accepted
Premises in the condition in which they may then exist. Tenant hereby waives any
right or claim arising out of the condition of the Premises, or the improvements
or appurtenances thereto, and Landlord shall not be liable for any latent or
patent defects therein. However, nothing contained in this Section 2.5
shall be deemed to limit Landlords obligation to repair the premises
wherever such obligation is expressly set forth in Lease.

2.5.
Changes to Landlords Work. If Tenant requests any changes to
Landlords Work, and Landlord agrees inwriting to make such
changes, then any additional charges, expenses or costs attributable to such
changes (including any delays impacting tenants occupancy) shall be at the sole
cost and expense of Tenant.

3. Tenant's Work.

3.1.Commencement and Performance of Tenant's Work. Upon Landlord's
delivery of Premises to Tenant with Landlord's Work substantially complete,
Tenant, at its sole cost and expense, shall immediately proceed to perform
"Tenant's Work" (defined in Section 3.2 below) and install Tenants
personal property, trade fixtures and equipment (Tenants
Property) in Premises, all without interference with any other work being
done in the Building. Tenants Work, and installation of Tenants
Property, shall be performed in compliance with all reasonable rules established
by Landlord or Landlords architect or contractors. Upon final completion
of Tenants Work, Tenant shall furnish Landlord with all certificates,
permits and approvals relating to any work or installations done by Tenant that
may be required by any governmental authority or insurance company. Landlord
shall have no responsibility for any loss of or damage to any of Tenants
property so installed or left on the Premises. Tenants entry shall be
subject to all provisions of Lease, and at all times after such entry, Tenant
shall maintain or cause to be maintained in effect insurance complying with the
Lease.

3.2
Description of Tenants Work. Tenants Work
includes all work, of any kind or nature whatsoever (other than Landlords
Work), required to complete construction of, and improvements in Premises, and
to permit Tenant to open for business and use Premises for purpose set forth in
Lease, including, without limitation, purchase, installation and/or performance,
as appropriate, of the following:

A. All hook-ups of Tenant's equipment, all electrical
and phone work, except as provided in Section 2.2.

B.
Internal communications systems and alarm systems.

C.
Plumbing fixtures, except as provided in Section 2.2.

D.
Heating, cooling and ventilating, distribution ducts  and added zones for Tenant spaces.

E.
Special lighting fixtures.

F.
Tenant's signs, both  interior and exterior.

G.
Finish of all floors, walls, ceilings and columns on the  inside of the building, except
as provided in Section 2.2.

H.
All work other than that which specifically designated in Section 2.2

I.
All Tenant improvement permit fees, sewer hook-up fees, utility assessments, and any other
governmental fees charged.

J.
All Tenant construction related debris to be removed by Tenant.

K.
All gas lines required by Tenant, except as provided in  Section 2.2.

L.
Any required changes to the basic fire sprinkler system provided  by Landlord and
described  in Section 2.2K above.

3.3
Standards of Construction. Tenant shall not be allowed to make any roof
penetrations without the prior written consent of Landlord. Unless otherwise
agreed in writing by Landlord, any roof penetrations shall be made by
Landlords roofing contractor, and be reimbursed by Tenant. Any roof
penetrations made by Tenant or its contractors must be made with roof jacks
approved by Landlord and shall be patched by Landlords roofing contractor,
and Tenant shall reimburse Landlord the cost thereof. All of Tenants Work
shall be designed, by a qualified, licensed architect and shall be performed
under the supervision of such architect by financially sound and bondable
contractors of good reputation, in accordance with Tenants Plans as
approved in writing by Landlord prior to commencement of Tenants Work. All
contractors performing Tenants Work shall be subject to
Landlords prior approval, Tenant shall not use any contractor not approved
in writing by Landlord. In connection with giving its consent, Landlord may
require that any contractor, or. major subcontractor, provide payment and
completion bonds in such amount and sureties acceptable to Landlord. All work
shall be performed in a good and workmanlike manner, diligently prosecuted to
completion, using new material of good quality. Tenant shall notify Landlord at
least twenty (20) days prior to the commencement of any portion of Tenants
Work, so that the Landlord may post, file and/or record a notice of
non-responsibility or other notice required under applicable mechanics
lien law. Upon completion of Tenants Work, Tenant shall record in the
office of the County Recorder of the County in which building is located a
notice of completion or any other notice required or permitted by applicable
mechanics lien laws to commence the running of, or terminate, any period
for the filing of liens or claims, and shall deliver to Landlord any certificate
of occupancy or their equivalent evidence of completion of Tenants Work
in accordance with the requirements of applicable law. Tenants Work shall
be performed in compliance with all applicable laws, codes, rules and
regulations of all governmental and quasi-governmental authorities with
jurisdiction. All contractors performing any portion of Tenants Work shall
maintain insurance, which meets requirements of Lease.

3.4
Cost of Tenants Work. Tenant shall pay all cost and expenses
(including permit fees and other governmental fees and exactions) due for, or
purporting to be due for, all work, labor, services, materials, supplies or
equipment furnished, or claimed to be furnished, to or for Tenant in connection
With performance of Tenants Work, and Tenant shall keep the Premises free
of all mechanics, materialmens and other liens arising therefrom.
Tenant shall pay and fully discharge any contested claim or lien within five (5)
days after entry of final judgment adverse to Tenant in any action to enforce or
foreclose such hen. Tenant shall indemnify, defend, protect and hold Landlord
harmless of and from any and all loss, cost, liability, damage, injury or
expense (including attorneys fees) arising out of or in connection with
claims or liens for work, labor, services, material, supplies or equipment
furnished or claimed to be burnished, to or for Tenant in, upon or about
Premises or Shopping Center.

LANDLORD:
Soledad Shopping Center, LP
By:/s/ WILLIAM G. SHAW
William G. Shaw, Manager
Date:   2/26/04
TENANT:
Community Bank
By:/s/ HARRY D. WARDWELL
Date:   2/26/04

# EXHIBIT C

# TENANT
ESTOPPEL CERTIFICATE

TO:
_______________________________________

THIS
IS TO CERTIFY: 1.  That the undersigned is  the Lessee (Tenant) under that certain Lease
dated ____________,  20____,
between______________, as Lessor (Landlord),
and___________________________________________, as Lessee (Tenant), covering those
certain premises commonly known and designated as:

___________________________________________________________

___________________________________________________________

2.
That said Lease has not been modified, changed, altered, or amended in any  respect
(except as  indicated following this sentence)and is the only Lease between the
undersigned and the  Lessor affecting said  premises;

3.
That the undersigned has accepted and now occupied the premises that the Lease  term
began__________ and that there has been no prepayment of rent other than  that provided
for in the Lease. The fixed minimum rent being paid as above is  $_______ per month;

4.
That the Lease is not in default and is in full force and  effect and that as of the date
hereof the undersigned is entitled to no credit,  offset or deduction in rent;

5.
That there are no actions, whether voluntary or otherwise pending against  the
undersigned under the bankruptcy laws of the United States or any state thereof;

6.
That notices to the undersigned Lessee should be sent to:

__________________________________

__________________________________

__________________________________

Tenant:

__________________________________

__________________________________

__________________________________