# STEINBECK
PLAZA LEASE

1.
PARTIES. This lease, dated for reference purposes only, March 1, 2002 is made between:
STEINBECK PLAZA, a California General Partnership, (herein  collectively  called
"Landlord"),  and  COMMUNITY  BANK  OF CENTRAL CALIFORNIA, (herein called
"Tenant").

2.
PREMISES. Landlord does hereby lease to Tenant and Tenant hereby leases from
Landlord that certain office space (hereinafter called Premises) indicated on
Exhibit A attached hereto made a part hereof, said Premises being
agreed, for the purpose of this Lease, to have an area of approximately five
thousand five hundred square feet (5,500 sq. ft.) and located at xxxxxxxx
St. Salinas, California, 93901. Said lease is subject to the terms, covenants
and conditions herein set forth, and the Tenant covenants, as a material part of
the consideration for this Lease, to keep and perform each and all of said
terms, covenants and conditions by it to be kept and performed and that this
Lease is made upon the conditions of said performance.

3.
TERMS. The term of  this Lease shall be for five (5) years, commencing June 1, 2002, (the
Commencement Date) and ending on May 31, 2007.

4.
POSSESSION. On June 1, 2002.

5.
BASE RENT. Tenant agrees to pay to Landlord, without prior notice or demand,  as Base
Rent for the Premises the sum of: Five thousand seven hundred seventy  five dollars
($5,775.00), which represents $1.05 per square foot, on or before  the first day of the
first full calendar month of the term hereof and a like sum  on or before the first day
of each successive month thereafter during the term  hereof. Rent for any period during
the term hereof which is for less than one  (1) month shall be a pro-rated portion of the
monthly installment herein, based  upon a thirty (30) day month. Said rental shall be
paid to Landlord, without  deduction or offset in lawful money of the United States of
America, which shall  be legal tender at the time of payment at the address of the
Landlord stated  herein or such other place as Landlord may from time to time designate
in  writing.

6.
RENT ADJUSTMENT. Monthly rent shall be increased five cents per  square foot, per year,
beginning June 1, 2003 and annually thereafter.

7.
REAL ESTATE TAXES. Landlord shall pay the annual real estate taxes and assessments
levied upon the property of which the premises are a part.

8.
PARKING AND COMMON FACILITIES. Landlord covenants that the common and parking areas of
the building  of which the premises are a part shall be available for the 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 the entrances, exits,
traffic lanes and the boundaries and locations of  such parking area or areas, provided
that tenants rights hereunder are not  adversely affected. 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 premises are a part, which agreement provides
for reciprocal easements and  restrictions pertaining to the 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.

9.
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 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 it in the
standard form fire insurance policy with extended coverage endorsement. Tenant
shall maintain fire and extended coverage insurance on its personal property and
Tenant improvements in an amount equal to at least 90% of the replacement value.

10.
INDEMNIFICATION OF LANDLORD  LIABILITY INSURANCE BY TENANT. Tenant shall
indemnify and hold harmless Landlord against and from any and all claims arising
from Tenants use and occupancy of the Premises from the conduct of its
business. Or from any activity, work, or other things done, permitted or
suffered by the Tenant in or about the Building, and shall further indemnify and
hold harmless Landlord against and from any and all claims arising from any
breach or default in the performance of any obligation on Tenants part to
be performed under the terms of this Lease, or arising from any act or
negligence of the Tenant, or of any officer, agent, employee, guest, or invitee
of Tenant, and from all and against all costs, reasonable attorneys fees,
expenses and liabilities incurred in or about any such claim or any action or
preceding brought thereon. If any case, action or proceeding be brought against
Landlord by reason of any such claim, Tenant upon notice from Landlord shall
defend the same at Tenants expense by counsel reasonably satisfactory to
Landlord. Tenant as a material part of the consideration to Landlord hereby
assumes all risk of damage to property or injury to persons, in, upon or about
the Premises, from any other cause other than Landlords negligence, and
Tenant hereby waives all claims in respect thereof against Landlord.

Landlord
or its agent shall not be liable for any damage to property entrusted to
employees of the Building, not for loss or damage to any property by theft or
otherwise, not for any injury to or damage to persons or property resulting from
fire, explosion, falling plaster, steam, gas, electricity, water, or rain which
may leak from any part of the Building or from any other place resulting from
dampness or any cause whatsoever, unless caused by or due to the negligence of
Landlord, its agents, servants or employees in which case Landlord shall
indemnify and hold harmless Tenant for any loses arising therefrom. Landlord or
its agents shall not be liable for interference with Tenants rights, other
incorporeal hereditaments, or loss of business.

During
the entire term of this lease, the Tenant shall, at the Tenants sole cost
and expense, but for the 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 premises and the parking and common areas. The
limitation of liability of such insurance shall be not less than One million
dollars ($1,000,000.00) in respect to any one occurrence, and to the limit of
not less than Five hundred thousand dollars ($500,000.00) in respect to Property
Damage.

All
such policies of fire and liability 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 and
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 of this
lease. If Tenant fails to deliver adequate proof that it has obtained and kept
in force and effect the insurance required by the 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.

Notwithstanding,
anything to the contrary herein contained, Tenant shall have the option to
maintain self-insurance and/or provide or maintain such insurance under
so-called blanket insurance policies provided the same does not hereby decrease
the insurance coverage or limits set forth in this article.

11.
SIGNS AND AUCTIONS. Tenant is entitled to place a sign on the premises in
accordance with the Buildings sign plan at Tenants sole cost and
expense. Except for the foregoing, Tenant shall not place or permit to be placed
any sign upon the exterior or in the windows of the premises without
Landlords prior written consent, not shall Tenant change the color or
exterior appearance of the premises without Landlords prior written
consent.

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

12.
UTILITIES. Tenant shall pay before delinquency 100% of the janitorial, telephone, PG&E, sewer,
garbage, HVAC, and other expenses for services used exclusively by Tenant or any of its
subtenants, licensees, or concessionaires during the term of this lease.

Landlord
has furnished tenant with an adequate electrical and water service generally
found in a general office building. If tenant shall require water or electrical
current in excess of that usually furnished or supplied for the use of the
Premises as a general office space, Tenant shall bear the cost of such
installation of service, and increased meter service, and pay for the
maintenance of such. Written consent of the landlord is not necessary, but all
utility work must be done by a licensed contractor.

13.
USE. The premises are to be used for the bag processing general banking or general office
purposes and for no other business of purpose without the written consent of Landlord,
which consent will not be unreasonably withheld.

Tenant
shall not permit anything to be done in or about the premises nor bring or keep
anything therein which will in any way increase the existing rate of or affect
any fire or any other insurance upon the Building or any of its contents, or
increase the existing rate of or cause cancellation of any insurance policy
covering said Building or any part thereof or any of its contents. Tenant shall
not do or permit anything to be done in or about the Premises which will in any
way obstruct or interfere with the rights of other Tenants or occupants of the
Building or adjacent properties or injure or annoy them or use or allow the
Premises to be used for any improper, immoral, unlawful or objectionable
purposes, nor shall Tenant cause, maintain or permit any nuisance in, on or
about the Premises. Tenant shall not commit or suffer to be committed any waste
in or upon the Premises.

14.
COMPLIANCE WITH LAW. Tenant shall not use the Premises or permit anything to be
done in or about the Premises which will in any way conflict with any law,
statute, ordinance or governmental rule or regulation now in force or which may
hereafter be enacted or promulgated. Tenant shall, at its sole cost and expense,
promptly comply with all laws, statutes, ordinances and governmental rules,
regulations or requirements now in force or which may hereafter be in force, and
with the requirements of any board of fire insurance underwriters or other
similar bodies now or hereafter constituted, relating to, or affecting the
condition, use or occupancy of the Premises, excluding structural changes not
made for, not related to, altered or affected by Tenant. The judgment of any
court of competent jurisdiction or the admission of Tenant in any action against
Tenant whether Landlord is a party thereto or not, that Tenant has violated any
law, statue, ordinance or governmental rule, regulation or requirement, shall be
conclusive of the fact as between the Landlord and Tenant.

Landlord
shall be solely responsible for ensuring that the shell or structure (including
external doors, ramps and entryways to premises) of the building complies with
all governmental regulations and codes during the term of this Lease and all
extensions. Tenant shall be solely responsible for ensuring that any
improvements, alterations or additions made by Tenant, or by Landlord on
Tenants behalf, comply with all governmental regulations and codes during
the terms of this Lease and all extension.

15.
ALTERATIONS AND ADDITIONS. Except as stated herein, Tenant shall not make orsuffer to be made any alternations, additions or improvements to or of the
Premises or any part thereof without the written consent of the Landlord first
had and obtained. Any alterations, additions or improvements to or of said
Premises including but not limited to, wall covering, paneling, and built-in
cabinets, but excepting movable furniture and trade fixtures, shall on the
expiration of the term become a part of the realty and belong to the Landlord
and shall be surrendered with the Premises. In the event Landlord consents to
the making of any alterations, additions or improvements to the Premises by the
Tenant, the same shall be made by Tenant at Tenants sole cost and expense
by a licensed contractor selected by Tenant to make the same who must first be
approved of in writing by the Landlord. Upon the expiration or sooner
termination of the term hereof, Tenant shall, upon written demand by Landlord,
given at least thirty (30) days prior to the end of the term, at Tenants
sole cost and expense, forthwith and with all due diligence remove any
alterations, additions, or improvements made by Tenant designated by Landlord to
be removed, and Tenant shall forthwith and with all due diligence, at its sole
cost and expense, repair any damage to the Premises caused by such removal.
Landlord shall not unreasonably withhold its consent to the making of any
alterations, additions or improvements to the Premises, or Tenants
choice of licensed contractor to make same, which Tenant believes are necessary
or desirable in the conduct of its operations. Tenant agrees that it will not,
nor will it authorize any person to go onto the roof of the building of which
the premises are a part without the prior written consent of Landlord.

Notwithstanding
the foregoing Tenant may install and maintain its trade fixtures on the
premises, provided that such fixtures, by reason of the manner in which they are
affixed, do not become an integral part of the building or premises. Tenant, if
not in default hereunder, may at any time or from time to time during the term
hereof, or upon the expiration or termination of this lease, alter or remove any
such trade fixtures so installed by Tenant. If not so removed by Tenant on or
before the expiration or termination of this lease, Tenant, upon the request of
Landlord, shall remove the same. Any material damage to the premises caused by
any such installation, alteration or removal of such trade fixtures shall be
promptly repaired at the expense of the Tenant. Landlord and Tenant agree that
the Tenant may, at its sole option, decide not to remove its vault at the
expiration of the term of the Lease.

Tenant
shall also at its sole cost and expense be responsible for any alterations or
improvements to the 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 premises Tenant shall be deemed to have accepted the premises as being
in good and sanitary order, condition and repair and Tenant agrees on the last
day of said term of any extensions or sooner termination of this lease to
surrender the 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.

Not
withstanding the foregoing, Tenant may make alterations, additions or
improvements to the premises without Landlords written consent so long as
said alterations, additions or improvements do not exceed $10,000 per project.

16.
REPAIRS. Tenant shall, at Tenants sole cost and expense, keep the Premises
and every part thereof in good condition and repair, ordinary wear and tear
excepted. Tenant shall upon the expiration or sooner termination of this Lease
hereof, surrender the Premises to the Landlord in good condition, ordinary wear
and tear excepted. Except as specifically provided in this Lease, Landlord shall
have no obligation whatsoever to alter, remodel, improve, repair, decorate or
paint the Premises or any part thereof, and the Parties hereto affirm that
Landlord has made no representations to Tenant respecting the condition of the
Premises or the Building except as specifically herein set forth.

Notwithstanding
the provisions of this Article, Landlord shall repair and maintain, at its own
cost and expenses, the structural portions of the Building including the
foundation, roof, and exterior walls. Landlord shall not be liable for any
failure to make any such repairs or to perform any maintenance unless such
failure shall persist for any unreasonable time after written notice of the need
of such repairs or maintenance is given to Landlord by Tenant.

Except
as otherwise provided in this Lease, there shall be no abatement of rent and no
liability of Landlord by reason of any injury to or interference with
Tenants business arising from the making of any repairs, alterations or
improvements in or to any portion of the Building or the Premises or in or to
fixtures, appurtenances and equipment therein.

17.
LIENS.  Tenant shall keep the Premises and the property in which the Premises  are
situated free from  any  liens  arising  out of any  work performed, material furnished
or obligations incurred by Tenant.

18.
ASSIGNMENT AND SUBLETTING. Tenant shall not either voluntarily or by operation
of law, assign, transfer, mortgage, pledge, hypothecate, or encumber this Lease
or any interest therein, and shall not sublet the said premises or any part
thereof, orany right or privilege appurtenant thereto, or suffer any
other person (employee, agents, servants and invitees of Tenant excepted) to
occupy or use the said Premises, orany portion thereof, without the
written consent of Landlord first had and obtained, which consent shall not be
unreasonably withheld. A change in ownership of 25% ormore in interest
of Tenant shall be treated as an assignment under this section. A consent 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. Any such assignment or subletting without such consent shall be
void, and shall, at the option of the Landlord, constitute a default under this
lease. Landlord shall approve or disapprove of any requested assignment or
sublease within 30 days after Tenant request consent, and any disapproval shall
be accompanied by a written statement from Landlord giving all reasons for the
disapproval. Landlord may charge Tenant a reasonable fee for any assignment or
sublease and may charge Tenant any costs incurred by Landlord related to such
assignment or sublease, not to exceed $250.

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
the Tenant, the notice of such proposed assignment, setting forth (a) the name
and address of such person, (b) all the terms and conditions of such offer, and
(c) the 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 (1Q) days after receipt by the Tenant Landlord shall then have the right and
option, to be exercised by a notice to Tenant given at any time prior to the
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
and, as the offer made to the Tenant, less any brokerage commissions which may
be payable out of the consideration to be paid to such person for the assignment
of this lease.

Notwithstanding
anything to the contrary constrained in this Lease, Tenant shall have the right
to assign this Lease or any interest therein and/or to sublet the demised
premises or any portion thereof, without the consent of Landlord, to:

(a)
any  subsidiary corporation or any parent corporation of Tenant

(b)
any corporation  with which Tenant may merge or consolidate; or

(c)
any corporation acquiring all  or substantially all of the assets and/or stock of Tenant.

As
used herein, corporations are related as parent or
subsidiary if s corporation owns fifty percent (50%) or more of the
voting stock of another corporation.

19.
PERSONAL PROPERTY TAXES. Tenant shall pay, or cause to be paid, before
delinquency, any and all taxes levied or assessed and which become payable
during the term hereof, upon all Tenants leasehold improvements, equipment, furniture, fixtures and personal property located in the Premises. In
the event any or all of the Tenants leasehold improvements, equipment,
furniture, fixtures and personal property shall be assessed and taxed with the
Building, 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 such taxes applicable to Tenants property.

20.
HOLDING OVER. If Tenant remains in possession of the Premises or any part
thereof after the expiration of the term hereof, with the express written
consent of Landlord, such occupancy shall be a tenancy from month to month at a
rental in the amount of the last monthly Base Rent plus 10%, plus all other
charges payable hereunder, and upon all the terms hereof applicable to a month
to month tenancy

21.
ENTRY BY LANDLORD. In case of emergency Landlord reserves and shall at any and
all times have the right to enter the Premises. By appointment, Landlord has the
right to enter and inspect the Premises. To show said Premises to prospective
purchasers or Tenants, to post notices of non-responsibility, and to alter,
improve or repair the premises and any portion of the Building of which the
Premises are a part that Landlord may deem necessary or desirable, without
abatement of rent and may for that purpose_ erect scaffolding and other
necessary structures where reasonably required by the character of the work to
be performed, always provided that the entrance to the Premises shall not be
blacked thereby, and further providing that the business of the Tenant shall not
be interfered with unreasonably. Tenant hereby waives any claim far damages or
for any injury or inconvenience to or interference with Tenants business,
any loss of occupancy or quiet _enjoyment of the Premises, and any other loss
occasioned thereby. Any entry to the Premises obtained by Landlord by any means,
shall not under any circumstances be construed or deemed to be a forcible or
unlawful entry into, or a detainer of, the Premises, or an eviction of Tenant
from the Premises or any portion thereof, Should Tenant unreasonably refuse
entry during regular business hours, all costs or premium time (overtime) shall
be born by Tenant.

22.
DESTRUCTION. If the premises or the building wherein the same are situated shall
be destroyed by fire or other cause, or be so damaged thereby that they are
untenantable and cannot be rendered tenantable within on hundred eighty (180)
days from the date of such destruction or damage, this lease may be terminated
by Landlord or by Tenant by written notice. Within forty-five (45) days from
date of such destruction or damaged, Landlord shall give written notice to
Tenant as to whether or not the premises will be rendered tenantable within one
hundred eighty (180) days from the date of such destruction of damage. In case
the damage or destruction be not such as to permit termination of the lease as
above provided, Landlord shall with due diligence upon receipt of insurance
proceeds render said premises tenantable, and a proportionate reduction shall be
made in the rent herein reserved corresponding to the time during which and to
the portion of thee premises of which Tenant shall be deprived of possession.
The provision of Subdivision 2 of Section 1932 of the California Civil Code and
of Subdivision 4 of Section 1933 of that code, shall no apply to this lease, and
Tenant waives the benefits of such provisions.

Landlord
shall not be required to repair any injury or damage by fire or other cause, or
to make any repairs or replacements of any Tenant improvements, panels,
decoration, office fixtures, railings, floor covering, partitions, or any other
property installed in the Premises by Tenant or by the Landlord on Tenants
behalf. Tenant shall not be entitled to any compensation or damages from
Landlord for loss of the use of the whole or any part of the Premises,
Tenants personal property or any inconvenience of annoyance occasioned by
such damage, repair, reconstruction or restoration, unless the destruction was
caused by the negligence of Landlord.

23.
DEFAULT.  The occurrence of any one or more of the following events shall constitute a
default and breach of this lease by Tenant:

a)
The failure by Tenant to make any payment of rent or any other  payment required to be
made by Tenant hereunder, within five (5)  days after notice.

b)
The failure by Tenant to observe or perform any of the covenants, conditions or
provisions of this Lease to be observed or performed by the Tenant, other than
the failure to pay rent, where such failure shall continue for a period of
thirty (30) days after written notice thereof by Landlord to Tenant; provided, however, that the nature of Tenants default is such
that more than thirty (30) days are reasonably required for its cure, then
Tenant shall not be deemed to be in default if Tenant commences such cure within
said thirty (30) day period and thereafter diligently prosecutes such cure to
completion.

c)
The making by Tenant of any general assignment of general arrangement for the
benefit of creditors: or the filing by or against Tenant of a petition to have
Tenant adjudged a bankrupt, or a petition of reorganization or arrangement under
any law relating to bankruptcy (unless, in the case of the petition filed
against Tenant, the same is dismissed within sixty (60) days); or the
appointment of a trustee or a receiver to take possession of substantially all
of Tenants assets located at the Premises or of the Tenants interest
in this Lease, where possession is not restored to Tenant within thirty (30)
days; or the attachment, execution or other judicial seizure of substantially
all of Tenants assets located at the Premises or of Tenants interest
in the Lease, where such seizure is not discharged in thirty (30) days.

24.
REMEDIES IN. DEFAULT. In the event of any such material default or breach by Tenant,
Landlord may at any time, thereafter, upon written notice to Tenant and without limiting
Landlord in the exercise of a right or remedy which Landlord may have by reason of such
default or breach.

a)
Terminate Tenants right to possession of the Premises by any lawful means,
in which case this Lease shall terminate and Tenant shall immediately surrender
possession of the Premises to Landlord. In such event Landlord shall be entitled
to recover from Tenant all damages incurred by Landlord by reason of Tenants
default including, but not limited to, the cost of recovering possession of the
Premises; expenses of reletting, including necessary renovation and alteration
of the premises, reasonable attorneys fees, any real estate commission
actually paid; the worth at the time of award by the court having jurisdiction
thereof of the amount by which the unpaid rent for the balance of the term after
the time of such award exceeds the amount of such rental loss for the same
period that Tenant proves could be reasonably avoided; that portion of the
leasing commission paid by the Landlord and applicable to the unexpired term of
the Lease. Unpaid installments of rent or other sums shall bear interest from
the date due at the rate of ten (10%) percent per annum.

b)
Maintain Tenants right to possession, in which case this Lease shall
continue in effect whether or not Tenant shall have abandoned the Premises. In
such event Landlord shall be entitled to enforce all of Landlords rights
and remedies under this Lease, including the right to recover the rent as it
becomes due hereunder.

c)
Pursue any other remedy now or hereafter available to Landlord under the laws or
judicial decisions of the state in which the premises are located.

25.
EMINENT DOMAIN. If more than twenty-five (25%) percent of the Premises shall be
taken or appropriated by any public or quasi-public authority under the power of
eminent domain, either party hereto shall have the right, at its option, to
terminate this Lease, and Landlord shall be entitled to any and all income, rent
award, or any interest therein whatsoever which may be paid or made in
connection with such public or quasi-public appropriation, and Tenant shall have
no claim against Landlord for the value of any unexpired term of this Lease. .If
either less that twenty-five (25%) percent of the Premises is taken, or if
neither party elects to terminate as herein provided, the rental thereafter to
be paid shall be equitably reduced. If any part of the Building other that the
Premises may be so taken or appropriated, Landlord shall have the right at its
option to terminate this Lease and shall be entitled to the entire award as
above provided. Except that Tenant shall receive from the proceeds the
following:

(a)
A sum attributable to Tenants improvements or alteration made to the
premises by Tenant in accordance with this Lease, which Tenants
improvements or alteration Tenant has the right to remove from the Premises
pursuant to the provisions of this Lease;

(b)
A sum attribution to relocation  expenses of Tenant.

26.
OFFSET STATEMENT. Tenant shall at any time and from time to time upon not less
than twenty (20) days prior written notice from Landlord execute, acknowledge
and deliver to Landlord a statement in writing, (a) certifying that this Lease
is unmodified and in full force and effect (or, if modified, stating the nature
of such modification and certifying that this Lease as so modified, is in full
force and effect), and the date to which the rental and other charges are paid
in advance, if any, and (b) acknowledging that there are not, to Tenants
knowledge, any uncured defaults on the part of the Landlord hereunder, or
specifying such defaults if any are claimed. Any such statement may be relied
upon by any prospective purchaser or encumbrancer of all or any portion
or the real property of which the Premises are a part.

27.
AUTHORITY OF PARTIES. If Tenant is a corporation, partnership, limited
partnership or other entity, each individual executing this Lease on behalf
of said entity represents and warrants that he is duly authorized to
execute and deliver this Lease on behalf of said entity, in accordance with a
duly adopted resolution of the board of directors or partners of said entity or
in accordance with the by-laws or agreement of said entity, and that this Lease
is biding upon said entity in accordance with its terms.

28.
GENERAL PROVISIONS.

28.1
Plats and Riders. Clauses, plats and riders, if any, signed by the Landlord and the
Tenant and endorsed on or affixed to this Lease are a part hereof.

28.2
Waiver. The waiver by Landlord and/or Tenant of any term,  covenant or condition herein
contained shall not be deemed to be a waiver of such term,  covenant or condition on any
subsequent breach of the same or any other term,  covenant or condition herein contained.
The subsequent acceptance of rent  hereunder by Landlord shall not be deemed to be a
waiver of any preceding breach  by Tenant of any term, covenant or condition of this
Lease, other than the  failure of the Tenant to pay the particular rental so accepted,
regardless of  Landlords knowledge of such preceding breach at the time of the
acceptance  of such rent.

28.3
Notices.  All notices and demands which may or are to be required  or permitted to be
given by either party to the other hereunder shall be in  writing. All notices and
demands by the Landlord to the Tenant shall be sent by  United States Mail, postage
pre-paid, addressed to the Tenant at the address  shown at the end of this lease, or to
such other place as Tenant may from time  to time designate in a notice to the Landlord.
All notices and demands by the  Tenant to the Landlord shall be sent by United States
Mail, postage prepaid,  addressed to the Landlord at the Office of the Manager of the
Building, or to  such other person or place as the Landlord may from time to time
designate in a  notice to the Tenant.

28.4
Joint Obligation. If there is more than one  Tenant  the obligations hereunder imposed
upon Tenant shall be joint and several.

28.5
Marginal Headings.  The marginal headings and titles to the  Articles of this Lease are
not a part of this Lease and shall have no effect upon the  construction or
interpretation of any part hereof.

28.6
Time. Time is of the  essence of this Lease and  each and all of its provisions in which
performance is  a factor.

28.7
Successors and Assigns. The covenants and conditions herein contained,  subject to the
provisions as to assignment, apply to and bind their heirs,  successors, executors,
administrator and assigns of the parties hereto.

28.8
Recordation. Neither Landlord nor  Tenant shall record this Lease or a short form
memorandum hereof without the prior  written consent of the other party.

28.9
Quiet  Possession.  Upon  Tenant  paying  the  rent reserved  hereunder and observing and
performing all of the covenants, conditions and provisions on  Tenants part to be
observed and performed hereunder, Tenant has quiet  possession of the Premises for the
entire term hereof, subject to all the  provisions of this Lease.

28.10
Late Charges. Tenant hereby acknowledges that late payment by Tenant  to Landlord of rent
or other sums due hereunder will cause Landlord to incur  cost not contemplated by this
Lease, the exact amount of which will be extremely  difficult to ascertain. Such costs
include, but are not limited to, processing  and accounting charges, and late charges
which may be imposed upon Landlord by  terms of any mortgage or trust deed covering the
Premises. Accordingly, if any  installments of rent or a sum due from Tenant shall not be
received by Landlord  or Landlords designee within five (5) days after notice to
Tenant that the  said amount is past due, then Tenant shall pay to Landlord a late charge
equal  to five (5%) percent of such overdue amount. The parties hereby agree that such
late charges represent a fair and reasonable estimate of the cost that Landlord  will
incur by reason of the late payment by Tenant. Acceptance of such late  charges by the
Landlord shall in no event constitute a waiver of Tenants  default with respect to
such overdue amount, nor prevent Landlord from  exercising any other rights and remedies
granted hereunder.

28.11
Prior Agreements. This lease contains all of the agreements of the parties
hereto with respect to any matter covered or mentioned in this Lease, and no
prior agreements or understanding pertaining to any such matter shall be
effective far any purpose. No provisions of this Lease may be amended or added
to except by an agreement in writing signed by the parties hereto or their
respective successors in interest. This Lease shall not be effective or binding
on any party until fully executed by both parties hereto.

28.12
Inability to Perform. This Lease and the obligation of the Tenant thereunder shall not be
affected or impaired because the Landlord is  unable to fulfill any of its obligations
hereunder or is delayed in doing so, if  such inability or delay is caused by reason of
strike, labor troubles, acts of  God, or any other cause beyond the reasonable control of
the Landlord.

28.13
Attorney's Fees.  In the event of any action or proceeding brought  by either party
against the other under this Lease, the prevailing party shall  be entitled to recover
all costs and expenses including the fees of its  attorneys in such action or proceeding
in such amount as the court may adjudge  reasonable as attorneys fees. In addition,
Landlord shall be entitled to  recover all attorneys fees and costs of collection
incurred by it due to  Tenants default.

28.14
Sale of Premises by Landlord.  In the event of any sale of the Building,  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 the  consummation of such sale; and the
purchaser, at such sale or any subsequent  sale of the Premises shall be deemed, without
further agreement between the  parties or their successors in interest or between the
parties and any such  purchaser, to have assumed and agreed to carry out any and all of
the covenants  and obligations of the Landlord under this Lease. No sale of the Building
by  Landlord shall operate in any way to terminate this Lease, or Tenants  right to
extend same pursuant to the option set forth in this Lease or to  otherwise alter or
modify the terms and provisions hereof, and Landlord shall  not enter into any sale of
the Building without giving the Buyer notice of this  provision.

28.15
Subordination, Attornment. In the event that, subsequent to the execution of
this lease, a new mortgage, deed of trust or like encumbrance on the premises is
created, or a ground lease or underlying lease to which this lease shall be
subordinate is entered into, then this lease shall be subject and subordinate to
such encumbrance or lease only if Landlord obtains from such mortgagor or lessor
a written agreement in form acceptable to such mortgage or lessor, providing
substantially that Tenants rights under this Lease shall not be affected
by any foreclosure of deed in lieu of foreclosure of, or sale under such
encumbrances for so long as Tenant performs its obligations under this lease
(or, in the case of a ground lease or underlying lease, Tenants right
shall not be affected by any termination of said lease for so long as Tenant
performs its obligations under this lease).

In
the event any proceedings are brought for foreclosure, as in the event of the
exercise of the power of sale under any mortgage or deed of trust made by the
Landlord covering the Premises, the Tenant shall attorn to the purchaser upon
any foreclosure or sale and recognize such purchaser as the Landlord under this
Lease. The provisions of this Article to the contrary notwithstanding, so long
as the Tenant is not in default hereunder, this Lease shall remain in full force
and effect for the full term hereof.

28.15
Name. Tenant shall not use the name of the Building or the development in which
the Building is situated for any purpose other than as an address of the
business to be conducted by the Tenant in the premises.

28.17
Separability. Any provision of this Lease which shall prove to invalid, void, or
illegal shall in no way affect, impair, or invalidate any other part or
provision hereof and such other provision shall remain in full force and effect.

28.1
a Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive
but shall, wherever possible, be cumulative with all other remedies at law or in
equity.

28.19
Choice of Law. This Lease shall be governed by the laws of the State of California.

28.
OPTION TO EXTEND. Provided Tenant is not in default of this Lease at time of
renewal Tenant shall have the option to renew the Lease for one (1) five (5)
year term. Tenant shall exercise its option to renew and extend the term by
giving Landlord written notice at lease six (6) months before expiration of the
current term. At the inception of each option period and annually thereafter,
the base rent shall be adjusted to reflect the increase in the Consumer Price
Index, All Urban Consumers (CPI) compiled by the Department of Labor of the West
Urban area comparing the Index closest to the adjustment date with the Index for
the same month of the previous year. The percentage increase so determined will
be added to the monthly rent until it is again adjusted. In no event shall the
rental rate be decreased from year to year. In no event shall the annual
increase be less than 3% or be more than 6% of the previous year rent.

30.
HAZARDOUS MATERIALS.

(a)
Landlord is not aware of any asbestos or any other hazardous  material on, in or under
the Premises or Building.

(b)
If Tenant knows or has reasonable cause to believe that any release  of a hazardous
substance has come or will come to be located on or beneath said  Premises, Tenant shall,
within a reasonable period of time, either prior to the  release or following the
discovery by the Tenant of the presence or believed  presence of a hazardous substance
release, give written notice of that condition  to Landlord.

(c)
If Tenant has knowledge of the presence of a release of a  materiel amount of a hazardous
substance, or of a hazardous substance release,  that is required to be reported to a
state or local agency pursuant to law, on  or under the premises and knowingly and
willfully fails to provide written  notice to the Landlord, the failure is deemed to
constitute a default, upon  Landlords written notice to Tenant.

(d)
Tenant may cure a default under this section by promptly commencing and
completing the removal of, or taking other appropriate remedial action with
respect to, the hazardous substance release. Tenant shall conduct removal or
remedial action in accordance with all applicable laws and regulations and in a
manner which is reasonably acceptable to, and which is approved in writing by,
Landlord. A cure does not relieve Tenant of any liability for actual damages or
for any civil penalty for a violation of this provision.

(e)
Hazardous waste means a waste, or combination of wastes, which
because of its quantity, concentration, or physical, chemical, or infectious
characteristics may either cause, or significantly contribute to an increase in
mortality or an increase in serious irreversible, or incapacitating reversible,
illness or pose a substantial present or potential hazard to human health or
environment when improperly treated, stored, transported, or disposed of, or
otherwise managed. The term hazardous waste also includes
extremely hazardous waste which means any hazardous or
mixture of hazardous wastes which, if human exposure should occur, may likely
result in death, disabling personal injury or serious illness because of its
quantity, concentration, or chemical characteristics. The term hazardous
waste shall include infectious wastes.

(f)
Tenant shall comply with all governmental regulations regarding the  proper disposal of
medical wastes, including but not limited to, blood and needles.

(g)
Tenant agrees to indemnify, defend and hold the Landlord harmless  from any and all
claims related to hazardous waste release and disposal,

31.
DISPUTE RESOLUTION. ANY CONTROVERSY OF CLAIM ARISING OUT OF OR RELATING TO THIS
LEASE OR ANY AGREEMENTS OR INSTRUMENTS RELATING HERETO OR DELIVERED IN
CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO A CLAIM BASED ON OR ARISING
FROM AN ALLEGED TORT WILL, AT THE REQUEST OF ANY PARTY AFTER THAT PARTYS
COMPLIANCE WITH THE MEDIATION PROCESS, BE DETERMINED BY ARBITRATION IN
ACCORDANCE WITH THE .FEDERAL ARBITRATION ACT (9 U.S.C. SECTION 1 ET SEQ.) UNDER
THE AUSPICES AND RULES OF THE AMERICAN ARBITRATION ASSOCIATION
(AAA). THE AAA WILL BE INSTRUCTED BY EITHER OR BOTH PARTIES TO
PREPARE A LIST OF THREE (3) JUDGES WHO HAVE RETIRED FROM THE SUPERIOR COURT OF
THE STATE OF CALIFORNIA, A HIGHER CALIFORNIA COURT OF ANY FEDERAL COURT. WITHIN
10 DAYS FOLLOWING RECEIPT OF THE LIST, EACH PARTY MAY STRIKE 1 NAME FROM THE
LIST. THE AAA WILL THEN APPOINT THE ARBITRATOR FROM THE NAME(S) REMAINING ON THE
LIST. THE ARBITRATION WILL BE CONDUCTED IN SALINAS, CALIFORNIA. ANY CONTROVERSY
IN INTERPRETATION OR ENFORCEMENT OF THIS PROVISION OR WHETHER A DISPUTE IS
ARBITRABLE, WILL BE DETERMINED BY THE ARBITRATOR. JUDGEMENT UPON THE AWARD
RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THE
INSTITUTION AND MAINTENANCE OF AN ACTION FOR JUDICIAL RELIEF OR IN PURSUIT OF AN
ANCILLARY REMEDY DOES NOT CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,
INCLUDING THE PLAINTIFF, TO SUBMIT THE CONTROVERSY OF CLAIM TO ARBITRATION.

NOTICE
BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING
OUR OF THE MATTERS INCLUDED IN THE ARBITRATION OF DISPUTES PROVISION
DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING
UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OF BY
JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL
RIGHTS TO DISCOVERY AND APPEAL UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN
THE ARBITRATION OF DISPUTES PROVISION. IF YOU REFUSE TO SUBMIT TO
ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY Be COMPELLED TO ARBITRATE
UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO
THIS ARBITRATION PROVISION IS VOLUNTARY.

WE
HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT
O.F THE MATTERS INCLUDED IN THE ARBITRATION OF DISPUTES PROVISION TO
NEUTRAL ARBITRATION.

THE
PARTIES ACKNOWLEDGE THAT THE PROVISIONS OF THIS ARTICLE  24 DO NOT APPLY TO ANY SUMMARY
PROCEEDING TO OBTAIN POSSESSION OF REAL PROPERTY  PURSUANT TO APPLICABLE LAW.

Landlords
Initials /s/ WT     Tenant's Initials /s/ CF

EXECUTED
at Salinas, California on the dates set forth below.

# TENANT:

# COMMUNITY
BANK OF CENTRAL CALIFORNIA

# 

By:/s/ CAROLD FRANCHI Date: 2-26-02

Title:
Senior Vice President

By:
____________________  Date:

ADDRESS
FOR SERVICE:

# 301
Main StreetSalinas, CA 93901

# LANDLORD:

# STEINBECK
PLAZA, a California General Partnership

By:/s/ WARREN V. TIBBS Date 2/26/02

Warren
V. TibbsManaging General Partner

ADDRESS
FOR SERVICE:

# 26455
Tierra Vista LaneSalinas, CA 93908