**EXHIBIT 2.2**

**REAL PROPERTY PURCHASEAGREEMENT**

             THIS REAL PROPERTY PURCHASEAGREEMENT (“Agreement”) is made as of July ____, 2001, by and betweenWESTAMERICA BANK, a California state bank (the “Seller”), and HERITAGE OAKSBANK,  a California state bank (the “Buyer”).

             WHEREAS the Buyer and Seller haveentered into a certain Branch Purchase and Assumption Agreement of even dateherewith (the “Branch Purchase Agreement”); and

             WHEREAS it is the intention of theparties to transfer to Buyer all of Seller’s right, title and interest in andto the real property and buildings on and in which the Branches are located atthe same time as the Branches are transferred to Buyer; and

             WHEREAS the parties wish to makedetailed provisions for the sale and conveyance of said real property andbuildings through escrow and the delivery of good title to Buyer;

             NOW, THEREFORE, in consideration ofthe premises and the respective representations, warranties, covenants,agreements and conditions contained herein, and other good and valuableconsideration, the sufficiency of which is hereby acknowledged, the Seller andthe Buyer hereby agree as follows:

**ARTICLE 1.   Definitions**

             1.1        Definitions.  For purposes of this Agreement:

             “Agreement” means this RealProperty Purchase Agreement, including all attachments incorporated herein byreference, as modified, amended or extended from time to time.

             “Branch Purchase Agreement” meansthe Branch Purchase Agreement of even date herewith between the same parties.

             “Closing” and “Closing Date” referto the closing of the transactions contemplated by this Agreement, as providedfor in section 2.10 hereof.

             “Parcel” means one of the parcelsof real property described in section 2.2 hereof.

             “Memorandum of Lease” means anotice of the existence and principal terms of one of the Branch PremisesLeases, in form sufficient to be recorded with the County Recorder of thecounty in which such Parcel is located.

             “Person” means any natural person,corporation, trust, association, unincorporated body, partnership, jointventure, governmental entity, statutorily or regulatory sanctioned entity orany other person or organization which may be given standing as a person in anycourt located in the United States of America.

             “Property” means the real propertyand buildings to be conveyed to the Buyer, as described in Section 2.2 hereofand attachments incorporated therein by reference.

             “Seller’s Knowledge” or othersimilar phrases shall mean the actual knowledge, without having conducted anyindependent  inquiry or investigation,of the manager(s) of the Seller responsible for the Branches (but only as toinformation as to the Branches).

             1.2        AdditionalDefinitions. Any other terms defined in the Branch Purchase Agreement but notin this Agreement, and used herein with capitalized initials, shall have themeaning ascribed to them by the Branch Purchase Agreement.

**ARTICLE 2.  PURCHASE AND SALE**

             2.1        Purchase and Sale. TheSeller agrees to sell, transfer and convey to the Buyer, and the Buyer agreesto purchase and assume from the Seller, all the  Property described below, for the price, on the terms and subjectto the conditions set forth in this Agreement.

             2.2        Property Included inSale.

             (a)         At the Closing,Seller shall convey to Buyer good title to the following Parcels, free andclear except as specifically set forth herein:

                           (1)         ParcelOne. Fee title to the land and building at the Arroyo Grande Branch, as moreparticularly described as in Attachment 2.2-1, attached hereto and incorporatedherein by this reference.

                           (2)         ParcelTwo. Fee title to the land and building at the Paso Robles Branch, as moreparticularly described in Attachment 2.2-2, attached hereto and incorporatedherein by this reference.

                           (3)         ParcelThree. 100% of the lessees interest under a certain ground lease for the landonly of the Morro Bay Branch, as more particularly described in Attachment2.2-3, attached hereto and incorporated herein by this reference, including allof lessee’s right, title and interest in and to the buildings and otherimprovements thereon.

                           (4)         ParcelFour. 100% of the lessees interest under a certain ground lease for the landonly of the San Luis Obispo Branch, as more particularly described inAttachment 2.2-4, attached hereto and incorporated herein by this reference,including all of lessee’s right, title and interest in and to the buildings andother improvements thereon.

             (b)        Title to all Parcelsshall be free of any and all Encumbrances and other clouds on title except: (a)for rights of lessors, co-lessees or sublessees in such matters that arereflected in the Branch Premise Lease; (b) Encumbrances for current taxes notyet due and payable, and (c) Encumbrances incurred in the ordinary course ofbusiness, if any, that (i) are not substantial in character, amount or extent,(ii) do not materially detract from the value, (iii) do not interfere withpresent use, of the property subject thereto or affected thereby, and (iv) donot otherwise materially impair the conduct of business of Seller.

             (c)         Sellershall convey with title as described above any of the following, to the extentSeller owned them as of the end of the month next preceding the date of thisAgreement: (a) oil, gas and/or mineral rights; (b) the benefit of anyeasements, covenants running with the land or other rights with respect toadjacent property; and (c) any and all other rights and interests appurtenantto the Property.

             (d)        If the time to exercise any option to extend either of theBranch Premises Leases has expired or will expire before the Closing, Sellershall obtain the landlords written consent, effective as of the Closing, to theextension of the lease as if such option had been timely exercised. The partiesshall use their best efforts in any event to obtain the consent of the landlordof Parcel 3 to extend the term of that ground lease by 10 years without anyfurther notice or other action by either of the parties.

             2.3        Branch Premises LeaseAssignments. The parties shall execute the Branch Premises Lease Assignments incounterparts, which shall be delivered at Closing.

             2.4        Purchase Price. Thepurchase price for the Property shall be the Book Value of the Parcels. Forpurposes of this Agreement, the purchase price to be paid at the Closing shallbe the Book Value of the Property as set forth in the Sellers Closing FinancialStatement. The parties shall jointly notify the Escrow Holder of such value.

             2.5        Allocation of PurchasePrice. The purchase price of the Property shall be allocated among the Parcelsfor tax purposes according to the Book Value of each, and the parties shallfile consistent tax returns showing such allocation.

             2.6        Allocation ofExpenses.

             (a)         Closing Costs. TheSeller and the Buyer shall each pay one-half of any documentary, stamp, deed,sales, use or other transfer taxes, recording fees and escrow fees relating tothe sale of the Property.

             (b)        Taxes and Assessments.All real and personal property taxes and current installments of allassessments levied or assessed with respect to the Property shall be paidcurrent and prorated between the Seller and the Buyer on a daily basis as ofthe Closing Date. Any supplemental tax bills received after the Closing shallbe paid as follows: (1) for periods before the Closing, by Seller; and (2) forperiods after the Closing, by Buyer. Tax bills issued after Closing shall behandled directly between the Buyer and Seller.

             (c)         Rent and Utilities.Rent, utilities and any other normal maintenance and operating expensesrelating to the Property shall be prorated between the Seller and the Buyer asof the Closing Date on a daily basis.

             (d)        Title Insurance. Buyershall pay for CLTA policies of owners title insurance on Parcels One and Two,and appropriate CLTA policies of title insurance on Parcels Three and Four, ifavailable, all of which policies shall be subject to and delivered uponClosing.

             2.7        Seller Disclosures.

             (a)         Seller shall disclose known material facts about and defectsin the Property and make other disclosures required by law. Without limitingthe generality of the foregoing, Seller shall provide to Buyer, in writing,within 15 Business Days after the effective date of this Agreement, any generaldisclosures required by the foregoing provisions of this section, and any ofthe following, if known to Seller: (1) any improvements, additions, alterationsor repairs made by the Seller or known by the Seller to have been made, withoutrequired government permits, final inspection and approvals; (2) any notice ofviolation of any Law issued or filed against any part of the Property and knownto Seller; (3) any currently pending litigation or proceedings involving theProperty or any portion of it; (4) any government investigation or inquiryregarding any part of the Property; (5) any unsatisfied mechanics’ ormaterialmen’s liens against the Property; (6) if in Seller’s possession, copiesof all permits and approvals concerning each parcel of the Property, includingbut not limited to Certificates of Occupancy, Conditional Use Permits, DevelopmentPlans and all other licenses and permits pertaining to the use of the Property.Any specific disclosure required by law shall be made to Buyer at least fiveBusiness Days before Closing.

             (b)        In the event Seller becomes aware, before the Closing, of anyadverse condition materially affecting the Property, or any material inaccuracyin the disclosures or information previously provided to the Buyer of whichBuyer is otherwise unaware, Seller shall immediately provide supplementaldisclosures of such items by written notice to Buyer. No supplemental oramended disclosure shall be required for information included in reportsreceived by Buyer.

             (c)         Seller is conveyingthe Property in its “as is” condition. Before the execution of this Agreement, Seller has offered to make theProperty available to Buyer for such inspections as Buyer deems appropriate,including inspection for environmental matters.  Before the execution of this Agreement, Seller has also disclosedto Buyer any adverse information within Seller’s Knowledge.   Buyer acknowledges that all rights of Buyerto inspect the Property or receive further information about the Property afterthe date of this Agreement are for Buyer’s information only, and shall notprovide Buyer with a basis for terminating this Agreement, claiming a breach ofthis Agreement by Seller, seeking indemnification under Section 9.2 of theBranch Purchase Agreement or Section 7.2 of this Agreement or otherwiseimposing any additional obligation or burden on Seller, unless such inspectionor disclosure of information relates to material adverse information that waswithin Seller’s Knowledge  but eitherwas not disclosed by Seller to Buyer or the true facts and conditions regardingthe condition of the Property of the Branches was misrepresented before theexecution of this Agreement.

             2.8        Inspection of theProperty.

             (a)         On reasonable noticeby the Buyer, Seller shall provide the Buyer reasonable access to and theopportunity to review and inspect the Property; shall furnish to the Buyer suchreports and compilations in Sellers possession pertaining thereto as the Buyershall reasonably request from time to time; and shall furnish to the Buyer allsuch other information pertaining to the Property as the Buyer may reasonablyrequest. In the course of such inspection, Buyer shall have the right, at itsown expense, to conduct tests and studies with respect to, without limitation,(i) lead-based paint, (ii) wood-destroying organisms, (iii) toxic mold, and(iv) hazardous wastes.   Such activitiesthat Buyer and Seller agree are likely to have a disruptive effect on Branchoperations shall be conducted during non-business hours, and such activitiesthat Buyer and Seller agree are not likely to have a disruptive effect onBranch operations may be conducted during normal business hours.

             (b)        The Buyer willindemnify, defend, and hold Seller harmless for, from and against any and allclaims, damages, costs, liabilities and losses (including mechanics’ liens)arising out of any entry by Buyer or its agents, designees or representativeson the Branches property for purposes of the review, inspection andinstallation provided for in this Section 2.8 or in the Branch PurchaseAgreement, or for any other purpose. Without limiting the scope of theforegoing, Buyer also will restore the Furniture, Fixtures and Equipment,books, records, files, and documentation of the Branches at its sole cost andexpense if the transactions contemplated by this Agreement do not close.  Until restoration is complete, Buyer willtake all steps necessary to ensure that any conditions at the Branches createdby any testing, review, inspection, installation or other actions performed byor for Buyer will not unreasonably interfere with the normal operation of theBranches or create any dangerous, unhealthy, unsightly or noisy conditions atthe Branches.  The provisions of thisSection 2.8 shall survive the Closing or any termination of this Agreement.

             2.9        Escrow.

             (a)         The sale andconveyance of the Property shall be accomplished through escrow with FidelityTitle Company, located at 3000 Broad Street, Suite 209, San Luis Obispo,California (the “Escrow Holder”). The parties shall each pay one-half the feesof the Escrow Holder.

             (b)        Each party shallexecute and deliver escrow instructions consistent with the provisions of thisAgreement and the Branch Purchase Agreement, and with the standard practicesand policies of the Escrow Holder.

             (c)         As soon as possibleafter opening escrow, each party shall be entitled to receive a copy of theEscrow Holder’s preliminary title report on each Parcel, showing the currentstatus of title thereto and all Encumbrances thereon.

             (d)        Escrow Holder shallnot be required to determine whether conditions to closing have been met,except those conditions set forth in Sections 5.1 (c) and (d) and 5.2 (c). Uponagreement by Buyer and Seller that all conditions to closing have beensatisfied or waived, Escrow Holder shall proceed to close the transaction.Nothing contained in this paragraph shall relieve either party of its duty toproceed timely to closing.

             (e)         If either partyterminates this Agreement for any reason, both parties shall execute anddeliver further instructions to cancel the escrow and release deposits, less feesearned and costs incurred, to the party entitled to the funds.

             (f)         The parties eachagree to execute and deliver any instrument, affidavit, statement orinstruction necessary to comply with federal and California tax withholdinglaws, if required.

             2.10      Closing.

             (a)         The closing of thesale provided for herein will be held at the offices of the Escrow Holder inSan Luis Obispo, California.  Theclosing shall be held on a date that is mutually agreeable to the Buyer and theSeller as soon as practicable (but no later than five Business Days) followingthe satisfaction (or waiver) of all conditions to closing provided for hereinand the satisfaction (or waiver) of all conditions in the Branch PurchaseAgreement.

             (b)        Within three BusinessDays after Escrow Holder has given notice that escrow is otherwise ready toclose, the parties shall have taken the following actions:  (1) Seller shall have executed, acknowledgedand delivered to the Escrow Holder all grant deeds, lease assignments, consentsand memoranda of leases required to be delivered to Buyer upon the Closing; and(2) Buyer shall have deposited with Escrow Holder an executed counterpart ofeach Branch Premises Lease Assignment and sufficient same-day funds to providefor payment of the purchase price and Buyer’s estimated share of escrow fees,costs, expenses and pro-rated items.

             (c)         At the Closing:

             (1)         Buyershall receive:

                           (A)       asto Parcels One and Two, grant deeds in Escrow Holder’s standard form, vestingtitle in Buyer, all duly executed and acknowledged in recordable form;

                           (B)        asto Parcels Three and Four, (i) the original Branch Premises Leases, (ii) fullyexecuted counterparts of both Branch Premises Lease Assignments, (iii) the dulyexecuted written consents of the fee owners of each such Parcel in form andsubstance reasonably satisfactory to Buyer, and (iv) a Memorandum of  Lease as to each of the Branch PremisesLeases, in form and substance reasonably satisfactory to Buyer, duly executedin recordable form by the fee owner of said Parcel; and

                           (C)        aCLTA policy of title insurance as described above on each and every Parcel.

             (2)         Sellershall receive (i) a fully executed counterpart of each Branch Premises LeaseAssignment, and (ii) the purchase price, net of Seller’s share of escrow fees,costs, expenses and pro-rated items, and subject to any tax withholdingrequired by law.

             (d)        At the Closing, theSeller shall deliver possession of all the Property to the Buyer, including thedelivery of all keys, lock codes, alarm codes, remote opening devices and allother means necessary to give Buyer peaceful possession of the premises. Sellershall cooperate with Buyer after the Closing to instruct Buyer’srepresentatives in the proper use and operation of all building entries, alarmsystems, security systems, remote entry systems, and all Equipment andFixtures. Possession of the Property shall be delivered to the Buyer in as goodcondition as on the date of this Agreement, reasonable wear and tear excepted.At the Closing or within five Business Days thereafter, Seller shall deliver toBuyer all blueprints, building plans, surveys and other documents in Seller'spossession pertaining to each Parcel.**ARTICLE 3.  ADDITIONAL COVENANTS
             3.1        Seller’sCovenants.  The Seller (and, to theextent specifically indicated below, the Buyer) agrees to use reasonable effortto sign and deliver to the Buyer such additional agreements and otherdocuments, and to do such other acts and things, as may be required to completethe transactions contemplated by this Agreement.

             3.2        Buyer’sCovenants.  The Buyer agrees to usereasonable efforts to sign and deliver to the Seller such additional agreementsand other documents, and to do such other acts and things, as may be requiredto complete the transactions contemplated by this Agreement.

             3.3        Transitional Matters.From the date hereof until the Closing, the Seller:

             (a)         Shall not sell,transfer, mortgage, encumber or otherwise dispose of any of the Property, oragree to or suffer any attachment, judgment or execution lien, mechanic’s ormaterialman’s lien or other cloud on title to any part of the Property that isnot removed at Seller’s expense within 10 Business Days;

             (b)        Shall not rent orlease any part of the Property to any person, or allow any person other thanSeller’semployees to occupy the Property for any purpose;

             (c)         Shall not enter into,except in the ordinary course of business or with the prior written consent ofthe Buyer, any service, maintenance or other contracts, or any equipment lease,relating to the Property; and

             (d)        Shall maintain theProperty substantially in accordance with its normal practices, and keep it inits present condition, ordinary wear and tear excepted.

             3.4        Eminent Domain orTaking.  If proceedings under a power ofeminent domain relating to the Branches or any part thereof are commenced priorto the Closing Date, the provisions of Section 4.6 of the Branch Purchase Agreement will control.

             3.5        Damage orDestruction.  Prior to the Closing Date,as between the Seller and the Buyer, the entire risk of loss or damage byearthquake, flood, landslide, fire or other casualty is borne and assumed bythe Seller.

             3.6        Non-Disclosure.  Except as may be required by applicable lawor regulation including, but not limited to, federal securities laws or inconnection with obtaining the necessary governmental approvals for thetransactions contemplated by this Agreement each party shall treat the terms ofthis Agreement confidentially and shall not disclose terms to any third partyand shall so advise its agents, attorneys and employees who are required towork on this transaction.

**ARTICLE 4. REPRESENTATIONS ANDWARRANTIES**

             4.1        Seller’sRepresentations and Warranties. Seller refers to its warranties and representationsset forth in Section 5.1 of the Branch Purchase Agreement and incorporates thesame herein by reference as though again set forth at length.

             4.2        Buyer’s Representations and Warranties. Buyer refers to itswarranties and representations set forth in Section 5.2 of the Branch PurchaseAgreement and incorporates the same herein by reference as though again setforth at length.

**ARTICLE 5.  CONDITIONS TO THE CLOSING**

             5.1        Seller’sConditions.  The obligations of theSeller to consummate the Closing shall be subject to the satisfaction at orprior to Closing of all of the following conditions, any one or more of whichmay be waived, in whole or in part, by the Seller:

             (a)         All conditionsprecedent to the closing of the Branch Purchase Agreement shall have beensatisfied or waived, and it shall be prepared to close simultaneously with theClosing of this Agreement.

             (b)        The Buyer shall havecomplied in all material respects with each of its covenants and agreementscontained herein to be performed at or prior to the Closing Date, and each ofthe representations and warranties of the Buyer shall be true and correct inall material respects as if made at and as of the Closing;

             (c)         The Buyer shall havedelivered to the Seller a duly authorized and signed officer=s certificate,dated as of the Closing Date, certifying compliance with the matters set forthin Section 5.1(b);

             (d)        All consents,approvals and authorizations required to be obtained prior to the Closing fromany Person in connection with the transfer of title to the Property or theassignment of the Branch Premises Leases shall have been made or obtained, andshall remain in full force and effect;

             5.2        Buyer’sConditions.  The obligations of theBuyer to consummate the Closing shall be subject to the satisfaction at orprior to Closing of all of the following conditions, any one or more of whichmay be waived, in whole or in part, by the Buyer:

             (a)         All conditionsprecedent to the closing of the Branch Purchase Agreement shall have beensatisfied or waived, and it shall be prepared to close simultaneously with theClosing of this Agreement.

             (b)        The Seller shall havecomplied in all material respects with each of its covenants and agreementsherein to be performed at or prior to the Closing Date and each of therepresentations and warranties of the Seller contained in this Agreement andthe Schedules shall be true and correct in all material respects as if made atand as of Closing except to the extent of changes that have occurred prior toClosing that are permitted by the provisions of Section 2.3(a) of the BranchPurchase Agreement; and

             (c)         The Seller shall havedelivered to the Buyer a duly authorized and signed officer’s certificate,dated as of the Closing Date, certifying compliance with the matters set forthin Section 5.2(b).**ARTICLE 6.  TERMINATION
             6.1        Events ofTermination.  This Agreement may beterminated at any time prior to Closing by the occurrence of one or more of thefollowing events:

             (a)         By the termination ofthe Branch Purchase Agreement;

             (b)        By the mutual writtenagreement of the Seller and the Buyer;

             (c)         By the Seller or bythe Buyer in the event that the Closing has not occurred on or before December15, 2001, or such other date as the Seller and the Buyer shall agree inwriting, unless the failure to so consummate by such time is due to a breach ofthis Agreement by the party seeking to terminate;

             (d)        By the Seller or bythe Buyer if consummation of the transactions contemplated hereby would violateany nonappealable final order, decree or judgment of any court or governmentalbody having competent jurisdiction; and

             (e)         By the Seller or theBuyer, in the event of a material breach by the other of any representation,warranty or agreement contained herein which is not cured or cannot be curedwithin thirty (30) calendar days after written notice of such termination hasbeen delivered to the breaching party; provided, however, that terminationpursuant to this Section 6.1(e) shall not relieve the breaching party ofliability for such breach or otherwise.

             Any party desiring to terminatethis Agreement pursuant to any of the foregoing clauses shall give writtennotice of such termination to the other party.

             6.2        Liability forTermination.  If this Agreement isterminated as permitted by Section 6.1, except as provided in Section 6.1(e),such termination shall be without liability of either party (or anyshareholder, director, officer, employee, agent, consultant or representativeof such party) to the other party to this Agreement  If said termination is pursuant to Section 6.1(e), such breachingparty shall be fully liable for the Termination Fee of $200,000.00 set forth inthe Branch Purchase Agreement; provided, however, there shall only be one TerminationFee of $200,000.00, whether the breaching party has breached this Agreement,the Branch Purchase Agreement or both.

**ARTICLE7.  SURVIVAL, INDEMNIFICATION**

             7.1        Survival.The covenants,agreements, representations and warranties of the parties hereto made,contained in or to be performed pursuant to this Agreement, the attachmentsincorporated herein or the officers’ certificates delivered pursuant hereto orin connection herewith shall survive Closing and remain operative and in fullforce and effect until the first anniversary of the Closing Date, except forthe provisions of Article 8, which shall survive such first anniversary.  Notwithstanding the preceding sentence, anycovenant, agreement, representation, warranty or claim in respect of whichindemnity may be sought under Sections 7.2 or 7.3 shall survive the time atwhich it would otherwise terminate pursuant to the preceding sentence if noticeof the claim, inaccuracy or breach giving rise to such right to indemnity shallhave been given to the party against whom such indemnity may be sought prior tosuch time. After Closing, the sole and exclusive remedy of the Buyer and theSeller for any breach of any covenant or agreement or any inaccuracy of anysuch representation or warranty by the Seller or the Buyer shall be theindemnities contained in Sections 7.2 and 7.3, respectively, which shallsurvive Closing.

             7.2        Seller’sIndemnity.  Seller refers to theindemnifications it gives in section 9.2 of the Branch Purchase Agreement andincorporates the same herein by reference as though once again set forth atlength.

             7.3        Buyer’sIndemnity.  Buyer refers to theindemnifications it gives in section 9.3 of the Branch Purchase Agreement andincorporates the same herein by reference as though once again set forth atlength.

**ARTICLE 8. MISCELLANEOUS**

             8.1        Relationshipof Agreements. This Agreement and the Branch Purchase Agreement are intended tobe compatible, with this Agreement to be detailed implementation of the portionof the Branch Purchase Agreement pertaining to the conveyance of real propertyand buildings, and should be construed to that end. If it is not possible toreconcile a conflict between the provisions of this Agreement and those of theBranch Purchase Agreement, the provisions of this Agreement, to the extent theyapply, shall be controlling.

             8.2        Assignment  Neither Party may assign this Agreement orany of its rights, duties or obligations hereunder without the prior writtenconsent of the other Party.

             8.3        Notices.  Notices and legal process to be delivered toor served upon either Party hereto shall be deemed to have been duly deliveredor served when delivered in written form by hand or by telegraph, telex orfacsimile transmission, or the day after being sent from within the continentalUnited States by overnight delivery or courier service, or three (3) calendardays after posting by registered mail or certified mail with return receiptrequested, to the parties hereto at the following addresses:
**If to Seller:****If to the Buyer:**  Westamerica Bank  4550 Mangels Blvd.  Fairfield, CA 94585-1200  Attn: David L. Payne, Chairman,  President & CEO  Fax: (707) 863-6226Heritage Oaks Bank  545 12th Street  Paso Robles, CA  93446  Attn: Lawrence P. Ward, President & CEO  Fax: (805) 239-5210  With a copy to:With a copy to:  McCutchen Doyle Brown & Enersen,  LLP3 Embarcadero Center Suite 1800  San Francisco, CA 94111  Attention: Thomas G. Reddy, Esq.  Fax: (415) 393-2286 Reitner & Stuart  1319 Marsh StreetSan Luis Obispo, CA 93401  Attention: John F. Stuart, Esq.  Fax:  (805) 545-8599 
orto such other authorized agent or address as either Party may hereafter selectby written notice to the other party.

             8.4        Time.  Time shall be of the essence for allpurposes connected with this Agreement.

             8.5        Expenses.  Except as otherwise expressly providedherein, the Buyer and the Seller shall each bear its own out-of-pocket expensesincurred in connection with the transactions contemplated by this Agreement.

             8.6        Communications.  If for any reason any payment orcommunication to which one Party is entitled is received by the other Partyhereto, the receiving Party shall promptly forward such payment orcommunication to the other Party.

             8.7        Entire Agreement.  This Agreement and the Branch PurchaseAgreement, along with the additional agreements to be adopted pursuant thereto,constitute the entire agreement and understanding between the Parties hereto andsupersede all prior agreements and understandings relating to the subjectmatter of this Agreement.

             8.8        Amendment.  Neither this Agreement nor any provisionhereof may be changed, waived, discharged or terminated orally.  Any such change, waiver, discharge ortermination may be effected only by an instrument in writing signed by theParty against which enforcement of such change, waiver, discharge ortermination is sought.

             8.9        Governing Law,Severability.  This Agreement shall begoverned by and construed in accordance with the laws of the State ofCalifornia.  If any one or more of theprovisions of this Agreement shall for any reason be held to be invalid,illegal or unenforceable in any respect, such invalidity, illegality orunenforceability shall not affect any other provision of this Agreement, andthis Agreement shall be construed as if such invalid, illegal or unenforceableprovision were not contained herein.

             8.10      Waiver.  No delay or omission to exercise any right,power or remedy accruing to either Party upon any breach or default under thisAgreement shall impair any such right, power or remedy of such Party, nor shallit be construed to be a waiver of any such breach or default, or anacquiescence therein, or in any similar breach or default thereafter occurring;nor shall any waiver of any single breach or default be deemed a waiver of anyother breach of default theretofore or thereafter occurring.  Any waiver, permit, consent or approval orany kind or character of any breach or default under this Agreement, or anywaiver of any provision or condition of this Agreement, must be in writing andshall be effective only to the extent specifically set forth in such writing.All rights and remedies, either under this Agreement or by law or otherwiseafforded to a party, shall be cumulative and not alternative.

             8.11      Third Party Rights.  Nothing contained in this Agreement, whetherexpress or implied, is intended to (i) confer any rights or remedies upon anypersons other than the Parties hereto and their respective successors and assigns,(ii) relieve or discharge the obligations or liabilities of any third person toeither Party to this Agreement, or (iii) give any third person any right ofsubrogation or action over either Party to this Agreement.

             8.12      Headings.  The headings and captions used herein and inthe Schedules are included for purposes of convenience of reference only andshall not limit or define the meaning of any provisions of this Agreement.

             8.13      Counterparts.  This Agreement may be executed in any numberof counterparts, each of which shall be deemed to be an original instrument,but all of which together shall constitute one and the same instrument.

INWITNESS WHEREOF, the parties hereto have caused this Agreement to be executedby their duly authorized officers or representatives as of the date first abovewritten.
  By:       Title:    Attest:       BUYER:HERITAGE OAKS BANK     By:       Title:    Attest:      
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