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                                  EXHIBIT 10.29


                            ASSET PURCHASE AGREEMENT

         This ASSET PURCHASE AGREEMENT ("Agreement") is made and effective as of
the ____ day of November, 2000 (the "Effective Date"), by and between TRAVELEX
AMERICA, INC., a Delaware corporation with offices at 1305 Franklin Avenue,
Garden City, New York 11530 ("Purchaser"), and HERITAGE OAKS BANK, a California
banking corporation with offices at 545 Twelfth Street, Paso Robles, California
93446 ("Seller").

                              W I T N E S S E T H:

         WHEREAS, Seller is engaged in the business of providing automated
teller machine services for use by the general public (the "Business"); and

         WHEREAS, Seller is the owner of forty-six (46) automated teller
machines (collectively, the "ATM Machines," and each, an "ATM Machine") which
have been installed at various locations and which are individually identified
in EXHIBIT "A" hereto; and

         WHEREAS, Seller has agreements with various property owners (the
"Property Owners") authorizing Seller to locate, install, operate and maintain
the ATM Machines on the Property Owners' real property (collectively, the
"Location Agreements"), as identified in EXHIBIT "B"; and

         WHEREAS, Purchaser desires to purchase and Seller desires to sell
specified assets to Purchaser, pursuant to the terms and conditions of this
Agreement;

         NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:



SECTION 1.        SALE OF ASSETS; ASSUMPTION OF LIABILITIES.

         1.1 PURCHASED ASSETS. Subject to the terms and conditions of this
Agreement, Seller agrees to sell, convey, transfer, assign and deliver to
Purchaser, and Purchaser agrees to purchase and accept, on the date of actual
delivery to Purchaser (as described in Section 4), all of Seller's right, title
and interest in and to the following assets of Seller (the "Assets"):

                  (a) The ATM Machines and surrounds, and the appropriate number
of cash cassettes as relate to the Diebold model ATM Machines being delivered;

                  (b) The Location Agreements; and

                  (c) Any rights of Seller that may exist with respect to
warranties made by any third party and offered for the ATM Machines, without
exception, including all warranties made by any lessor, manufacturer, seller or
supplier of the ATM Machines of any kind, nature, or description whatsoever,
express or implied, regarding, without exception, title, merchantability,
fitness, quality, repairs, services, design, condition,

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capacity, suitability, workmanship, performance, and defect (whether patent
or latent), and compliance with the requirements of any law, rule,
specifications or contracts pertaining to the ATM Machines (collectively, the
"Warranties").

                  (d) All signage owned by Seller identifying the delivered
ATM Machines, and their locations and availability for use.

                  (e)  All modems which form a part of any CSP model ATM
Machines.

         1.2 EXCLUDED ASSETS. Notwithstanding anything to the contrary
set forth herein, the following assets of Seller are excluded from the Assets
and shall be retained by Seller:

                  (a) All assets and real property not listed in Section 1.1;

                  (b) All cash and cash equivalents of the Business as of the
date of actual delivery of the ATM Machines to Purchaser;

                  (c) All accounts and other receivables of the Business as
of the date of actual delivery of the ATM Machines to Purchaser (including
all cash in any ATM Machine);

                  (d) All detached and stand alone modems used in conjunction
with the ATM Machines, EXCEPT, HOWEVER, the modems listed in Section 1.1(e)
above;

                  (e)  All software licenses and agreements used in the
operation of the ATM Machines; and

                  (f)  Any agreements or contracts to provide maintenance and
service to the ATM Machines.

         1.3 AGREEMENT TO ASSUME CERTAIN LIABILITIES. From and after each
date of actual delivery of Assets to Purchaser, Purchaser shall assume,
discharge and perform all liabilities and obligations that arise from or are
attributable to events occurring on or after each such actual delivery date
pursuant to or attributable to the Assets acquired.

SECTION 2.        PURCHASE PRICE; PAYMENT; DELIVERY.

         2.1 PURCHASE PRICE. The purchase price of the Assets is TWELVE
THOUSAND SEVEN-HUNDRED DOLLARS 00/100 ($12,700.00) per ATM Machine delivered
to Purchaser (the "Purchase Price"). The Purchase Price shall be paid by
Purchaser to Seller by certified check, official bank check, or wire transfer
into Seller's bank account, the next day following actual delivery of the ATM
Machine to Purchaser, which delivery is anticipated by the parties hereto to
begin on November 27, 2000.

         2.2 EFFECTIVE DATE. This Agreement is deemed binding and effective
as of the Effective Date. The parties acknowledge that the delivery of the
Assets to Purchaser and the payment of the Purchase Price to Seller will
occur incrementally over a period of time following the date of this
Agreement, as detailed below.

         2.3 ASSIGNMENT AND ASSUMPTION AGREEMENT. Upon delivery of each ATM
Machine to Purchaser, for and in consideration of the Purchase Price and
Purchaser's performance hereunder, Seller and Purchaser shall deliver or cause
to be delivered to one another an Assignment and Assumption Agreement, duly
executed, in substantially the form of EXHIBIT "C", assigning the applicable
Location Agreements from Seller to Purchaser.

         2.4 INTENTIONALLY OMITTED.

         2.5 SALES TAX. Purchaser and Seller agree that this transaction is an
isolated sale and that no sales tax should be due as a result of Seller's sale
of the Assets to Purchaser. However, if any sales tax is due as a result of
Seller's sale of the Assets to Purchaser, Purchaser shall be solely responsible
for payment

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of any and all sales tax due, and will indemnify Seller from all claims,
liabilities and expenses of Seller with respect to such sales taxes. Any
sales tax liability arising from or related to any time period before the
date of actual delivery of the relevant ATM Machine to Purchaser shall be the
sole responsibility of Seller.

SECTION 3.        PRE-DELIVERY.

         3.1 MAINTENANCE OF ASSETS. Seller will, up to the date of actual
delivery of each ATM Machine to Purchaser, maintain the ATM Machines in good
and proper condition and order (normal wear and tear excepted), and shall
conduct the Business in the normal and regular manner of Seller, and will not
materially deviate therefrom or enter into any contracts or other agreements
affecting the Business, except as may be required in the regular course of
the Business, or with the prior written consent of Purchaser (which consent
shall not be unreasonably withheld, delayed or conditioned).

SECTION 4.         DELIVERY OF ASSETS.

         4.1 OWNER CONSENTS. Seller shall obtain any third party consents of
Property Owners necessary to assign to Purchaser each Location Agreement,
which consents shall be substantially in the form of EXHIBIT "E" (each, an
"Owner Consent").

         4.2 DELIVERIES BY SELLER ON DELIVERY DATE. On the delivery date
indicated for each ATM Machine as provided on EXHIBIT "F" hereto
(collectively "Delivery Dates", and as to each ATM Machine, the "Delivery
Date"), Seller shall deliver to Purchaser the following:

                  (a) Possession of the subject ATM Machine, free and clear
of security interests, mortgages, pledges, options, liens and encumbrances,
except for liens for taxes not yet due and payable;

                  (b) A Bill of Sale to Purchaser for the subject ATM
Machine, duly executed, in substantially the form of EXHIBIT "G"; and

                  (c) The Owner Consent and Assumption and Assignment
Agreement for the Location Agreement affecting the subject ATM Machine.

         4.3 PRORATION OF FEES AND EXPENSES. There shall be prorated between
Purchaser and Seller as of the date of actual delivery of each ATM Machine to
Purchaser all fees and expenses related to the subject Location Agreement,
prepaid deposits, and all other items necessary to allocate the benefits and
burdens of ownership of the subject Assets before and after the actual delivery
date. Purchaser hereby agrees to reimburse Seller for any deposit, prepaid lease
or rental amounts paid by Seller pursuant to the Location Agreements, which was
credited for any period of time extending beyond the actual delivery date for
each ATM Machine. Within sixty (60) days following the turnover of each ATM
Machine, Seller shall send Purchaser a statement indicating the amount of rent
which was prepaid, the prorated amount due calculated from the actual delivery
date, proof of any deposit, along with proof of said pre-payment. Purchaser
agrees to reimburse Seller for these amounts within twenty (20) days of
receiving such notice.

         4.4 DELIVERY DATE NOT ACHIEVED. If delivery of any ATM Machine cannot
be achieved within sixty (60) days of that ATM Machine's Delivery Date, for any
reason, including Seller's failure to obtain an Owner Consent, either party may
elect to terminate this Agreement as it pertains to that particular ATM Machine
and Location Agreement, however, no election to terminate this Agreement with
respect to a particular ATM Machine under this Section 4.4 shall affect
Purchaser's obligation to buy and Seller's obligation to sell the remaining ATM
Machines. The terminating party must provide written notice of its intent to
terminate the Agreement to the non-terminating party pursuant to the notice
provisions contained in Section 12.7 herein.

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SECTION 5.        TERMINATION OF LOCATION AGREEMENTS.

         5.1 TERMINATION OF LOCATION AGREEMENTS. In the event that, within
the first twelve (12) months following the date of actual delivery to
Purchaser (the "Termination Period"), any Property Owner terminates a
Location Agreement for any reason other than default caused by Purchaser or
due to any act or omission of Purchaser, Seller shall refund to Purchaser an
amount equal to EIGHT HUNDRED SEVENTY FIVE DOLLARS ($875.00) for each full
calendar month remaining in the Termination Period at the time of such
termination, plus a like, pro-rated amount for any partial month remaining in
the Termination Period, which amount, in the aggregate, shall in no event
exceed TEN THOUSAND FIVE HUNDRED DOLLARS ($10,500.00) for each affected ATM
Machine.

         5.2 PAYMENT OF SUMS DUE. Seller shall pay the sums due under Section
5.1 to Purchaser within twenty (20) days after receipt from Purchaser of
notice in accordance with Section 12.7 hereof that a Location Agreement had
been terminated, which notice is accompanied by written documentation
reasonably evidencing such facts. Such notice shall be given by Purchaser
within twenty (20) days of any termination or the provisions of this Section
5 shall be deemed waived by Purchaser with respect to such termination.

         5.3 Seller shall indemnify and hold Purchaser harmless from and
against any and all liabilities with respect to the ATM Machines and Location
Agreements arising, through no fault of Purchaser, prior to the actual date
of delivery thereof to Purchaser.

         5.4 Seller warrants and represents, to its actual knowledge, the
good environmental condition of all demised premises leased by it under the
Location Agreements and conveyed hereunder, and that no violation of the
Resource Conservation and Recovery Act (42 U.S.C. Section 6901, et seq.) as
amended, and the Comprehensive Environmental Response, Compensation and
Liability Act, or any other federal, state or local environmental ordinance,
rule or regulation has occurred.

SECTION 6.        REPRESENTATIONS AND WARRANTIES OF SELLER.

Seller hereby represents and warrants to Purchaser, as follows:

         6.1 MARKETABLE TITLE. Seller is the owner and has good marketable
title to each of the ATM Machines, free and clear of security interests,
mortgages, pledges, options, liens and encumbrances, except for liens for
taxes not yet due and payable.

         6.2 LOCATION AGREEMENTS. Each of the Location Agreements remains in
full force and effect in accordance with its terms, and to the best of
Seller's knowledge, no default, either by Seller or the Property Owner,
exists under any of the Location Agreements.

         6.3 PENDING ACTIONS. To the best of Seller's knowledge, there are
no proceedings pending or threatened against Seller before or by any court or
administrative agency which, if adversely decided, would materially and
adversely affect any of the Location Agreements.

         6.4 ORGANIZATION AND GOOD STANDING. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority
to own, lease and operate its assets, properties and business as presently
owned, leased or operated.

         6.5 AUTHORITY AND VALIDITY. Seller has the corporate power and
authority to execute, deliver, and perform its obligations under this
Agreement, and this Agreement has been duly authorized by all necessary
corporate action.

         6.6 ABILITY TO CARRY OUT AGREEMENT. Seller is not a party to,
subject to, or bound by any contract or agreement or any judgment, order,
writ, injunction, regulation or decree of any court or government body which
could prevent or materially impair the carrying out of this Agreement. The
execution and delivery of this Agreement, and the performance of the
conditions hereof, will not violate any provision of law and will not
conflict with or result in a breach of, or constitute a default under, any of
the terms, conditions, or provisions of any contractual or other legally
binding obligations applicable to Seller.

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         6.7 GOVERNMENT ACTION. No government action, consent, order or
authorization, and no declaration, filing or registration with any
governmental or regulatory authority, is required to be made or obtained by
Seller in connection with the execution, delivery and performance of this
Agreement and all other agreements, documents and instruments executed or
delivered by Seller, as contemplated herein.

         6.8 BINDING EFFECT. This Agreement constitutes the legal, valid and
binding obligation of Seller, enforceable against Seller in accordance with
its terms.

         6.9 NO BROKER. With the exception of Frank Manley, dba Palomino
Marketing, Inc., to whom Seller has agreed to pay a finder's fee and
commission, and whose fee shall be the sole obligation of Seller, no broker,
finder, agent or similar intermediary has acted for or on behalf of Seller in
connection with this Agreement or the transactions contemplated hereby, and
no broker, finder, agent or similar intermediary is entitled to any broker's,
finder's, or similar fee or other commission in connection therewith based on
any agreement, arrangement or understanding with Seller or any action taken
by Seller.

         6.10 NO VIOLATION OF ORDER OR LAW. Seller is not a party to, subject
to or bound by any law or order that would prevent the execution or delivery
of this Agreement, or the performance by Seller of its obligations hereunder.
The execution, delivery and performance of this Agreement shall not cause the
violation of any provision of any federal, state or local statutes, laws,
rules, regulations, orders, permits and licenses affective or otherwise
applicable to the Business or Seller's right, title, and interest in and to
the ATM Machines and the Location Agreements, or the transfer and assignment
thereof to Purchaser.

SECTION 7.        REPRESENTATIONS AND WARRANTIES OF PURCHASER.

Purchaser hereby represents and warrants to Seller, as follows:

         7.1 ORGANIZATION AND GOOD STANDING. Purchaser is a corporation duly
incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to
own, lease and operate its assets, properties and business as presently owned,
leased or operated.

         7.2 AUTHORITY AND VALIDITY. Purchaser has the corporate power and
authority, with Board of Director approval, to execute, deliver, and perform its
obligations under this Agreement, and this Agreement has been duly authorized by
all necessary corporate action.

         7.3 ABILITY TO CARRY OUT AGREEMENT. Purchaser is solvent and shall not
be rendered insolvent by this transaction. Further, Purchaser is not a party to,
subject to, or bound by any contract or agreement or any judgment, order, writ,
injunction, regulation or decree of any court or government body which could
prevent or materially impair the carrying out of this Agreement or any other
agreement executed and delivered by Purchaser. The execution and delivery of
this Agreement and any other agreement, document or instrument, and the
performance of the conditions hereof, will not violate any provision of law and
will not conflict with or result in a breach of, or constitute a default under,
any of the terms, conditions, or provisions of any contractual or other legally
binding obligations applicable to Purchaser.

         7.4 GOVERNMENT ACTION. No government action, consent, order or
authorization is required for Purchaser to execute, deliver and perform this
Agreement and all other agreements, documents and instruments executed or
delivered by Purchaser or contemplated herein.

         7.5 BINDING EFFECT. This Agreement constitutes the legal, valid and
binding obligation of Purchaser, enforceable against Purchaser in accordance
with its terms.

         7.6 NO BROKER. No broker, finder, agent or similar intermediary has
acted for or on behalf of Purchaser in connection with this Agreement or the
transactions contemplated hereby, and no broker, finder, agent or similar
intermediary is entitled to any broker's, finder's, or similar fee or other
commission in connection therewith based on any agreement, arrangement or
understanding with Purchaser or any action taken by Purchaser.

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         7.7 NO VIOLATION OF ORDER OR LAW. Purchaser is not a party to,
subject to or bound by any law or order that would prevent the execution or
delivery of this Agreement, or the performance by Purchaser of its
obligations hereunder.

         7.8 RESPONSIBILITY TO CHANGE SIGNAGE. On the date of delivery for each
ATM Machine, Purchaser shall, at Purchaser's sole cost, change all signs and
related items associated with the subject ATM Machine, including the fee notice
and certificate of ownership, to reflect Purchaser's ownership thereof.


SECTION 8.   SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.

         8.1 SURVIVAL PERIOD. The representations and warranties made
herein by Purchaser and Seller shall survive for a period of one (1) year
from the date of this Agreement.

         8.2 INDEMNIFICATION. Seller and Purchaser hereby agree to indemnify one
another against any loss, damage, claim, suit or proceeding ("Loss and Expense")
arising out of or related to such party's breach of any representation, warranty
or covenant made in this Agreement, including reasonable costs and attorneys'
fees. Notwithstanding the foregoing provisions of this section, the maximum
aggregate liability of either party to the other for indemnification under this
Agreement and the transactions contemplated herein, shall not exceed Two Hundred
and Ninety Thousand Dollars ($290,000).

SECTION 9.  LIMITATION OF WARRANTIES.

         Purchaser acknowledges and agrees that, except for the express
representations and warranties of Seller specifically provided herein, Seller
has not made, does not make and specifically negates and disclaims any
representations, warranties, promises, covenants, agreements or guaranties of
any kind or character whatsoever, whether express or implied, oral or written,
past, present or future, including but not limited to those respecting the
suitability of the Assets for any and all activities and uses of Purchaser; the
merchantability, marketability, profitability or fitness for a particular
purpose of the Assets; the manner, quality, state of repair or lack of repair of
Assets; or the compliance of or by the Assets or their operation with any laws,
rules, ordinances or regulations of any applicable governmental authority or
body.

                  --------------------------------------------------
                  SELLER'S INITIALS         PURCHASER'S INITIALS


SECTION 10.  COVENANT NOT TO COMPETE; REMEDIES FOR BREACH.


         10.1 NON COMPETITION. Seller will not during the five (5) year period
beginning the date of delivery of each ATM Machine to Purchaser, either directly
or indirectly, for itself or any third party, become engaged in the Business
within the same building or complex of buildings as where any of the delivered
ATM Machines are located in accordance with the Location Agreements. In
consideration of Seller's willingness to enter into this Agreement, and its
willingness to disclose confidential and proprietary information and trade
secrets to Purchaser, if for any reason this Agreement is terminated, in part or
in its entirety, including partial termination with respect to one or more ATM
Machines and Location Agreements under Section 4.5 herein, Purchaser will not,
during a five (5) year period beginning on the date of the termination, either
directly or indirectly, for itself or any third party, become engaged in the
business of providing automated teller machine services within the same building
or complex of buildings as where any of the ATM Machines affected by the
termination are located.


         10.2 EQUITABLE REMEDIES. If either party breaches Section 10.1, the
non-breaching party shall have, in addition to all other rights at law or in
equity, the right and remedy to have this covenant not to compete specifically
enforced by any court having equity jurisdiction, it being agreed and
acknowledged that any such breach will cause irreparable injury and that money
damages may not provide an adequate remedy. The non-breaching party shall have
the right to collect all damages available at law, as well as

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reasonable costs and professional fees.

SECTION 11.  CONFIDENTIAL INFORMATION.

         Each of Seller and Purchaser acknowledge that certain of the
information provided to the other will constitute trade secrets of the
discloser, and each party agrees that all information and documentation made
available or disclosed by one party hereto to the other as a result of or
related to this Agreement, or pursuant to any negotiations therefor, shall be
received and treated by the receiving party on a confidential and restricted
basis, and, unless the information and documentation was publicly known at the
time of original communication and disclosure between the parties hereto OR
becomes publicly known subsequent to the time of communication and disclosure
through no fault of the receiving party hereto, shall not be disclosed by the
receiving party to third parties, or used by the receiving party for any
purpose; EXCEPT, HOWEVER, to the extent required to comply with applicable law,
regulation or court order. In particular, Purchaser will in no event use such
confidential information to provide services similar to those of the Business in
the buildings or complexes of buildings where any of the ATM Machines are
located, apart from Purchaser's operation of those ATM's as contemplated by this
Agreement.


SECTION 12.  MISCELLANEOUS.

         12.1 FURTHER ASSURANCES. Each party shall execute, acknowledge,
verify, and deliver any and all further documents or affidavits requisite or
appropriate to effectuate the provisions and purpose of this Agreement.

         12.2 SEVERABILITY. In the event any one or more terms, provisions, or
conditions of this Agreement are, or shall be, duly determined by a court of
competent jurisdiction to be either illegal, invalid or unenforceable, then said
portion(s) shall be deemed excised and deleted or omitted herefrom, but the
remainder of the Agreement shall remain in full force and effect.

         12.3 NON-WAIVER OF ENFORCEMENT. The failure of any party hereto, at any
time or times, to enforce, or to insist upon enforcement, of any one or more
terms, provisions, or conditions of this Agreement, shall not be deemed a waiver
thereof, nor preclude or impair the enforcement of such term, provisions, or
conditions upon any subsequent default, breach, or repudiation thereof.

         12.4 BINDING NATURE. This Agreement shall be binding upon each and all
of the parties hereto and upon their heirs, distributees, legatees, and their
Legal Representatives, successors and assigns, as the case may be, unless and to
the extent otherwise herein specified. Notwithstanding the foregoing, this
Agreement may not be assigned by either party without the prior written consent
of the other party, which consent may not be unreasonably withheld or delayed.

         12.5 ENTIRE AGREEMENT. This Agreement supercedes any prior agreement
and contains the entire agreement of the parties hereto with respect to the
subject matter hereof. All the parties hereto acknowledge and agree that no
alleged representations, warranty, guaranty, letter or agreement, verbal or
collateral, express and/or implied, not expressly set forth herein, unless
attached hereto as an exhibit or schedule, shall have any legal effect
whatsoever. This Agreement and its provisions, exhibits, and schedules merge any
prior agreements, if any, of the parties and is the complete and entire
agreement.

         12.6 MODIFICATION OR AMENDMENT. This Agreement may be modified,
altered, amended and supplemented, or terminated, or extended, only by a
subsequent writing executed by all of the parties hereto.

         12.7 NOTICES. No notice, request, consent, right to elect, option,
approval, waiver or other communication under this Agreement shall be
effective unless, but any communication shall be effective and shall be
deemed to have been given if, the same is in writing and is mailed by
registered or certified mail, postage prepaid, return receipt requested, or
by private express courier (such as Federal Express), or by telecopier and
regular mail or personal delivery addressed to the address or facsimile
number, as the

<PAGE>

case may be, if to Purchaser or Seller, at its respective principal place of
business, or at such other address or addresses as any party may from time to
time specify in a written notice so given to the other parties, with copies
to be furnished to Reisman, Peirez & Reisman, L.L.P., Attention: Joseph
Capobianco, Esq., 1305 Franklin Avenue, Garden City, New York 11530, fax
(516) 746-7799 and Andre, Morris & Buttery, Attention: J. Todd Mirolla, Esq.,
P.O. Box 730, San Luis Obispo, California 93406, fax (805) 543-0752. Delivery
shall be deemed made or given upon delivery to courier or the other party,
deposit in mailbox, or upon receipt by sender of its facsimile confirmation
slip.

         12.8 ARBITRATION. Any dispute, controversy or claim arising out of or
in respect to this Agreement (or its validity, interpretation or enforcement),
or the subject matter hereof shall at the request of either party be submitted
to and settled by arbitration conducted before a single arbitrator in the State
of California in accordance with the Commercial Arbitration Rules of the
American Arbitration Association. The arbitration of such issues, including the
determination of any amount of damages suffered, shall be final and binding upon
the parties to the maximum extent permitted by law. Judgment upon the award
rendered by the arbitrator may be entered by any court having jurisdiction
thereof. The arbitrator shall award reasonable expenses (including reimbursement
of the assigned arbitration costs) to the prevailing party upon application
therefor.

         12.9 GOVERNING LAW. This Agreement is and shall be deemed to be a
contract entered into under and pursuant to the laws of the State of California
and shall be in all respects governed, construed, applied and enforced in
accordance with the laws of the State of California, and no defense given or
allowed by the laws of any other state or country shall be interposed in any
action herein unless such defense is also given or allowed by the laws of the
State of California

         12.10 EXECUTION AND DELIVERY. This Agreement may be executed in
counterpart, and the execution of several counterparts shall be as effective as
at the execution of a single, original Agreement. The submission of this
Agreement to either party or its broker, agent or attorney for review or
signature does not constitute an offer to sell or purchase the Assets, nor does
it grant an option or other rights with respect to the Assets. No contract with
respect to the purchase and sale of the Assets shall exist, and this writing
shall have no binding force or effect, until it is executed and delivered by
both parties.




         IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.


TRAVELEX AMERICA, INC.                      HERITAGE OAKS BANK,

a Delaware corporation                      a California banking corporation



By:                                         By:
   -------------------------------             -------------------------------

Its:                                        Its:
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