<PAGE>
                                       
                       MASTER DATA PROCESSING AGREEMENT

This Data Processing Agreement, dated October 1, 1998 is made between MIDWEST 
PAYMENT SYSTEMS, INC., having its principal office at 38 Fountain Square 
Plaza, Cincinnati, Ohio 45263 ("MPS") and HERITAGE OAKS BANK ("Customer"), 
having its principal office at 545 Twelfth Street, Paso Robles, CA 93446. MPS 
and Customer hereby agree as follows:

1.  DEFINITIONS

For the purposes of this Agreement, the following terms shall have the 
meanings set forth below: (a) "Agreement" shall mean this Master Data 
Processing Agreement and each addendum attached hereto or referencing this 
Agreement, and all documents and other materials incorporated herein by 
reference (b) "Addendum" or "Addenda" shall mean the addenda incorporated 
herein or referencing this Agreement, which describe some of the terms under 
which the data processing services will be provided by MPS to Customer, and 
the fees to be charged therefor (c) "Services" shall mean the data processing 
services provided by MPS to Customer as described in the Addenda (d) Other 
defined terms applicable to this Agreement and each Addendum will be 
contained in a "Definitions and General Services Addendum" as may be 
published and modified from time to time by MPS and the parties agree that 
such Addendum shall be incorporated herein and made part of this Agreement. 
This Master Data Processing Agreement contains the general terms and 
conditions applicable to each Addendum. Each Addendum describes the specific 
Services to be provided by MPS to Customer and supplements the Master Data 
Processing Agreement.

2.  SERVICES

(a)  MPS's Obligations. MPS will perform the Services as set forth in the 
Addenda. MPS may make changes in the Services based upon, but not limited to, 
technological developments, legislative or regulatory changes, or the 
introduction of new services by MPS. MPS will use its reasonable best efforts 
to notify Customer of any such changes that will materially affect Customer 
at least 30 days prior to the implementation date of any such change. The 
parties agree that MPS shall be the exclusive provider of the Services 
described in each Addendum to this Agreement.

(b)  Customer Service Assistance. At the request of Customer, MPS shall 
provide customer service assistance necessary to resolve any errors or 
alleged errors involving the Services. Assistance from MPS shall be charged 
at MPS's standard rates, provided, however, that customer service assistance, 
if any, shall be billed on a monthly basis, but shall be without charge to 
Customer up to an amount equal to 10% of Customer's billings for the Services 
for the current month. Provided, however, that this monthly customer service 
fee allowance shall not apply to a request for assistance concerning a 
transaction or transactions where the records have been delivered and the 7 
day period set forth in Section 10(f) has expired.

3.  TERM

The term of this Agreement shall commence October 1, 1998, and shall continue 
thereafter in accordance with the respective Addenda, unless earlier 
terminated in accordance with this Agreement or any Addendum. Notwithstanding 
any Addendum, MPS may, at any time prior to a renewal period, refuse to 
extend the term of any Addendum if Customer is in default of this Agreement, 
or has from time to time been in default of this Agreement.

4.  FEES AND PAYMENTS

The Customer shall pay to MPS for the Services, the fees and expenses set 
forth in this Agreement and the Addenda. All fees shall be paid within 30 
days of Customer's receipt of MPS's invoice unless otherwise provided herein. 
Alternatively, MPS may, at its option, debit Customer's billing account on or 
any time after the first day of each month through ACH. MPS will then provide 
Customer with a statement of services rendered and charges therefore. 
Customer shall supply MPS with a billing account number for this purpose. MPS 
may not increase the fees during the first twelve months of the Initial Term 
of any Addendum. Thereafter, MPS may change, at its discretion, any fee upon 
notice to Customer; provided, however, that any increase in prices for 
existing recurring Services shall not in the aggregate exceed 10% in any 
calendar year, excluding any price increase due to increased fees or 
assessments imposed by third party providers such as, but not limited to, 
telecommunication companies and national or regional network switch 
providers. Any increase shall become effective not less than 30 days after 
the date MPS sends to Customer, by ordinary mail, notice of such increase. 
MPS may charge for any non-specified service it provides and expense it 
incurs at the request of or on behalf of Customer and Customer shall pay for 
such services and expenses as provided in this Section 4.

Notwithstanding any other provisions of this paragraph, in the event that by 
virtue of any law, rule, or regulation now existing or hereinafter enacted, 
MPS or Customer becomes obligated to change in any fashion their manner of 
doing business in order to comply with such law, rule or regulation and MPS 
incurs any increased cost by virtue thereof, MPS

                                   1-MSTR

<PAGE>

may reasonably incrase its fees to Customer set forth in the attached Addenda 
as necessary to offset such increased costs. Any increased fees hereunder if 
any, shall not be taken into account for purposes of any price adjustment.

All fees and charges paid hereunder shall be made without set-off or 
deduction. Customer shall pay a late charge of 10% of the delinquent amount 
when such amount is paid more than 5 business days after it is due. Any fee 
not paid when due shall bear interest at 1 percentage point per month but in 
no event more than the highest interest rate permitted by law.

5.  TITLE TO THE SERVICES

Customer agrees it is acquiring only a nontransferable, non-exclusive right 
to use the Services. MPS shall at all times retain exclusive title to the 
Services, including without limitation, any materials delivered to Customer 
hereunder and any invention, development, product, trade name, trademark, 
service mark or software program developed in connection with providing the 
Services or during the term of this Agreement.

6.  CONFIDENTIAL INFORMATION

(a)  Information Supplied by Provider. Customer acknowledges that the 
methods, techniques, programs, devices and operations of MPS are of a 
confidential nature, and are valuable and unique assets of MPS's business. 
During the term of this Agreement and following the expiration or termination 
thereof, Customer shall not disclose any such confidential information to any 
person or entity (other than to those employees and agents of Customer who 
participate directly in the performance of this Agreement and need access to 
such information). Upon termination of this Agreement, Customer shall deliver 
to MPS all manuals, memoranda and other papers, and all copies thereof, 
relating in any way to the Services or to MPS. Customer acknowledges that it 
does not have nor can Customer acquire any right in or claim to such 
confidential information. Customer shall take all necessary steps, including 
having its employees and agents execute such documents as MPS deems 
reasonably necessary, to cause them to comply with the terms of this Section 
6(a). Evidence of such compliance shall be provided to MPS. Customer 
acknowledges that the injury that would be sustained by MPS as a result of 
the violation of this provision cannot be compensated solely by money 
damages, and therefore agrees that MPS shall be entitled to injunctive relief 
and any other remedies as may be available at law or in equity in the event 
Customer or its employees or agents violate the provisions contained in this 
Section 6(a). The restrictions contained in this Section 6(a) shall not apply 
to any information which becomes a matter of public knowledge, other than 
through a violation of this Agreement or other agreements to which MPS is a 
party.

(b) Confidential Information Furnished by Customer. MPS recognizes that in 
order to enable MPS to provide the Services, Customer may disclose to MPS 
certain confidential information concerning its accounts and customers. MPS 
will not disclose any such confidential information other than to those 
employees and agents who participate directly in the performance of this 
Agreement. Provided, however, MPS may disclose information it receives as may 
be required or permitted by any federal, state or local ordinance, any 
regulation or directive of any governmental agency, or any court order or 
legal process.

(c) Miscellaneous. Customer acknowledges that MPS shall not be responsible 
for the accuracy or adequacy of any information provided by Customer or 
others to MPS; nor shall MPS be liable for any damage, loss or liability 
whatsoever resulting to Customer or its customers as a result of the 
inaccuracy or inadequacy of such information.

7.  TERMINATION BY CUSTOMER

(a)  Correcting Defects. In the event that any materials furnished by MPS are 
inaccurate, incomplete, or incorrect, or in the event MPS temporarily fails 
to provide the Services (collectively a "Defect"), MPS may either correct the 
Defect, without charge to Customer, or effect an equitable reduction of the 
price paid or payable for the Services to which such Defect relates, provided 
that MPS has received written notice of the Defect from Customer within 30 
days from the date on which Customer became aware of, or should have become 
aware of, such Defect; provided, however, MPS will not be liable to Customer 
for any Defect that should have been reported to MPS pursuant to Section 
10(d), or which Defect first occurred, whether or not discovered by Customer, 
more than 30 days prior to MPS's receipt of notice of the Defect.

(b)  Substantial Nonperformance. In the event Customer reasonably believes 
that MPS has substantially failed to provide the Services, Customer will give 
to MPS a written notice specifically describing the nature of such failure 
and the approximate date on which MPS failed to so provide the Services. Upon 
receipt of such notice, MPS shall have 30 days to cure such failure, unless 
such failure cannot be reasonably cured within such period and in such case 
MPS shall have such additional time as may be necessary to cure such failure 
provided that MPS is proceeding diligently to effect such cure. In the event 
MPS fails to cure such failure within such time, and such failure has or will 
have a materially adverse effect upon Customer, Customer shall have a right 
to terminate this Agreement effective upon not less than 60 days prior notice 
to MPS.

Upon such termination, MPS will reimburse Customer the actual monetary 
damages Customer incurred as a result of


                                      2-MSTR

<PAGE>

MPS's nonperformance; provided, however, in no event shall such damages 
exceed the limit of liability set forth in Section 9. The obligations of MPS 
under this Section 7 are conditioned upon: (i) MPS receiving a notice of 
nonperformance from Customer as required in this Section 7, and (ii) MPS 
being reasonably satisfied upon investigation that the nonperformance was not 
a result of any negligent, improper or prohibited act or omission of 
Customer, or their employees or agents, or any other factor not directly 
within the reasonable control of MPS. Customer shall promptly reimburse MPS 
for any expenses incurred by MPS in investigating or correcting any problem 
experienced by Customer which is not the responsibility of or solely caused 
by MPS under this Agreement.

(c) Excused or Delayed Performance. MPS shall not be deemed to be in default 
under this Agreement nor liable for any delay or loss in the performance, 
failure to perform, or interruption of any services resulting, directly or 
indirectly, from errors in data provided by Customer or others, labor 
disputes, fire or other casualty, governmental orders or regulations, or any 
other cause, whether similar or dissimilar to the foregoing, beyond MPS's 
reasonable control. Upon such an occurrence, performance by MPS shall be 
excused until the cause for the delay has been removed and MPS has had a 
reasonable time to again provide the Services.

8.  TERMINATION BY MPS

(a) Default of Customer. Customer shall be in default under this Agreement 
upon the occurrence of any of the following events ("Events of Default"):

    (i)  In the event that Customer becomes subject to any voluntary or 
involuntary bankruptcy, insolvency, reorganization or liquidation proceeding, 
a receiver is appointed for Customer, or Customer makes an assignment for 
benefit of creditors, or admits its inability to pay its debts as they come 
due; or

   (ii)  In the event Customer fails to pay the fees, expenses or charges 
referenced in Section 4 when they become due; or

  (iii)  In the event Customer sells 50% or more of the assets related to the 
Services while this Agreement is in full force and effect; or 

   (iv)  In the event that Customer is in default of any terms or conditions 
of this Agreement (other than Section 4) or any Addendum whether by reason of 
its own action or inaction or that of another, and such default continues for 
30 days after receipt of a notice from MPS describing such default or 
violation, unless within such 30-day period Customer either corrects the 
default or, in the opinion of MPS, initiates appropriate action to correct 
such default and thereafter diligently pursues to cure such fault.

(b) Termination. Upon the occurence of an Event of Default, MPS may at any 
time thereafter terminate this Agreement effective 60 days after notice of 
such termination is given by MPS to Customer. Termination of Customer for any 
reason shall not relieve Customer from any liability or obligation to MPS 
arising prior to such termination. In the event this Agreement is terminated 
by MPS other than at the end of the Initial Term or any renewal period, 
Customer shall be liable to MPS for liquidated damages in an amount equal to 
the average amount of the monthly revenue payable to MPS (excluding any 
credits applied to and/or fees waived for Customer by MPS) as a result of 
this Agreement for the 3 calendar months in which Customer's billings were 
the highest during the preceding 12 calendar months (or such shorter period 
if this Agreement has not been in effect for 12 months), multiplied by the 
number of months remaining during the then current term of this Agreement. 
Customer and MPS recognize and agree that the liquidated damages are fair and 
reasonable because it is not possible to establish the actual increase in 
volume and activity by Customer during the term of this Agreement. Customer 
shall also reimburse MPS for any damage, loss or expense incurred by MPS as a 
result of a breach by Customer, including any damages set forth in any 
Addendum. All such amounts shall be due and payable by Customer on the 
effective date of termination. In addition to, and not in limitation of the 
foregoing, MPS may refuse to provide the Services in the event it has not 
been paid for the Services as provided in Section 4.

(c) This Agreement, including any Addendum, may be terminated by MPS for any 
reason at any time upon 180 days prior written notice to Customer.

(d) Notwithstanding any other provision in this Agreement, in the event that 
Customer fails to comply with any term or provision of any Addendum or this 
Agreement, which failure adversely affects MPS, MPS reserves the right to 
refuse to perform the Services for Customer unless and until Customer has 
corrected its failure to comply.

9.  LIMITS ON LIABILITY

EXCEPT THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, MPS DISCLAIMS ALL 
WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES 
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Without limiting the 
foregoing, MPS shall not be liable for lost profits, lost business or any 
incidental, special, consequential or punitive damages (whether or not 
arising out of circumstances known or foreseeable by MPS) suffered by 
Customer, its customers or any third party in connection with the Services 
provided by MPS hereunder. MPS's liability hereunder shall in no event exceed 
an amount equal to the lesser of (i) actual monetary
                                       
                                    3-MSTR

<PAGE>

damages incurred by Customer or (ii) fees paid for the particular Services in 
question for the calendar month immediately preceding the date on which MPS 
received Customer's notice of nonperformance as set forth in Section 7. In no 
event shall MPS be liable for any matter beyond its reasonable control, or 
for damages or losses wholly or partially caused by the Customer, or its 
employees or agents, or for any damages or losses which could have been 
avoided or limited by Customer giving notice to MPS as provided in Section 7. 
No cause of action, regardless of form, shall be brought by either party more 
than 1 year after the cause of action arose, other than one for the 
nonpayment of fees and amounts due MPS under this Agreement.

10. CUSTOMER'S REPRESENTATIONS AND COVERANTS

Customer represent and warrants to MPS:

(a) That it will comply, and will cause its employees and agents to comply 
with, all the terms of this Agreement and any Addendum, including any 
amendments thereto.

(b) That it will comply with all applicable federal, state and local laws and 
regulations applicable to its business operations and will acquire all the 
rights and licenses deemed necessary by MPS for MPS to interface with 
Customer, or vice versa, as contemplated under this Agreement.

(c) That it will solely by responsible for the quality, accuracy, and 
adequacy of all information supplied to MPS to be input into MPS's computer 
system or otherwise provided to MPS hereunder, and that it will establish and 
maintain adequate audit controls to monitor the quality and delivery of such 
data. Customer acknowledges that MPS may intercept and settle Customer 
transactions directly with other entities processed by MPS.

(d) That it will review all reports prepared by MPS and its agents and 
submitted to Customer. Customer's failure to reject any report in writing 
within three business days of its receipt shall constitute acceptance of the 
report.

(e) Customer shall comply with all time deadlines, equipment and software 
maintenance and upgrading requirements which MPS may reasonably impose on 
Customer from time to time.

(f) Customer shall solely be responsible for all recordkeeping as may be 
required of it under any federal, state or local laws and regulations. MPS 
shall not be obligated to retain any records of Services performed hereunder 
for a period beyond 7 calendar days after delivery of the records to Customer.

(g) That it will indemnify, defend and hold MPS, and its directors, officers, 
employees, affiliates and agents, harmless from all proceedings, claims, 
liabilities and expenses whatsoever (including attorneys fees) arising out of 
the Services, the business of Customer or its customers, or by reason of any 
breach or nonperformance or any provision of this Agreement or any Addendum 
on the part of the Customer, or its employees, agents or customers, except, 
however, where such is due to the sole negligence of MPS.

(h) Customer agrees not to solicit or hire MPS's of its affiliates' employees 
for employment during the period that this Agreement is in force and effect 
and for one (1) year after the termination or expiration of this Agreement.

(i) Should Customer give notice of termination to MPS at any time, Customer 
warrants that both before entering into any agreement with any third party 
for the Services provided to Customer by MPS as specified in this Agreement 
(including all exhibits and Addenda hereto and all documents and materials 
reference herein) or before taking such processing in-house, MPS shall have 
the right of first refusal of entering into agreements with Customer for all 
such Services under the same terms and conditions (except for the length of 
the term, which shall not be less than the length of the term of the 
Agreement for which Customer is giving termination notice to MPS) in lieu of 
Customer entering into such agreement with a third party. Also, if Customer 
plans to bring such processing in-house, MPS shall have the right of first 
refusal of entering into an agreement with Customer for such processing at 
fees equal to an overall cost (including but not limited to hardware, 
software, personnel, etc.) of product development, conversion and maintaining 
such processing in-house.

11. AUDIT PROCEDURES

MPS shall allow Customer's auditors to review the files held and the 
procedures followed by MPS. MPS will assist such auditors as may be necessary 
for them to complete their audit; provided, however, that MPS reserves the 
right to charge Customer for MPS's out-of-pocket expenses and its standard 
fees for the time spent by MPS's personnel in providing such assistance to 
Customer's auditors, or to any governmental examiners because of those 
services MPS is providing to Customer.

12. MISCELLANEOUS

(a) Other Agreements. MPS reserves the right to enter into other agreements 
pertaining to the Services with others, including without limitation other 
banks, savings and loan associations, credit unions and other financial 
institutions.

                                       
                                    4-MSTR

<PAGE>

(b) Taxes. Any sales, use, excise or other taxes (other than MPS's income 
taxes) payable in connection with or attributable to the Services shall be 
paid by Customer. MPS may, but shall not have the obligation to pay such 
taxes if Customer fails to do so. In the event MPS pays such taxes, Customer 
shall immediately reimburse MPS upon demand and at the interest rate 
applicable for delinquent amounts as set forth in Section 4 hereof.

(c) Violation of Applicable Laws and Regulations. MPS may cease providing any 
Service if such Service, in MPS's opinion, violates any federal, state or 
local statute or ordinance or any regulation, order or directive of any 
governmental agency or court.

(d) Entire Agreement. This Agreement (including all exhibits and Addenda 
hereto and all documents and materials referenced herein) supersedes any and 
all other agreements, oral or written, between the parties hereto with 
respect to the subject matter hereof, and contains the entire agreement 
between such parties with respect to the transactions contemplated hereunder. 
If there is a conflict between this Master Data Processing Agreement and the 
Addenda, the Addenda shall control.

(e) Amendments. This Agreement and any Addendum shall only be modified or 
amended by an instrument in writing signed by each party hereto. Provided, 
however, MPS may amend or otherwise modify this Agreement and any Addendum 
provided such modification does not create any new obligation on the part of 
Customer and does not materially diminish any Service being provided by MPS 
hereunder. MPS shall give Customer notice of such changes by ordinary mail.

(f) Successors; Assignment. This Agreement and all of the provisions hereof 
shall be binding upon the inure to the benefit of the parties hereto and 
their respective successors, transferees and assignees. Neither this 
Agreement nor any interest herein may directly and indirectly be transferred 
or assigned by Customer, in whole or in part, without the prior written 
consent of MPS.

(g) Notices. Except as provided in Section 4 and Section 12(e) all notices, 
requests, demands and other communications to be delivered hereunder shall be 
writing and shall be delivered by hand or mailed, by registered or certified 
mail, postage prepaid, at or to the following addresses:

<TABLE>

    (i)  If to MPS:                           (ii) If to Customer:
    <S>                                       <C>
    Midwest Payment Systems, Inc.
    38 Fountain Square Plaza                  ---------------------------------
    Cincinnati, Ohio 45263
    Attention: President                      ---------------------------------

    With a copy to: General                   ---------------------------------
    Counsel of MPS at the
    same address                              Attention:
                                                        -----------------------

</TABLE>

or to such other address or to such other person as either party shall have 
last designated by written notice to the other party. Notices, etc., so 
delivered shall be deemed given upon receipt.

(h) Waiver. If either party waives in writing and unsatisfied condition, 
representation, warranty, undertaking or agreement (or portion thereof) set 
forth herein, the waiving party shall thereafter be barred from recovering, 
and thereafter shall not seek to recover, any damages, claims, losses, 
liabilities or expenses, including, without limitation, legal and other 
expenses, from the other party in respect of the matter or matters so waived. 
Except as otherwise specifically provided for in this Agreement or any 
Addendum, the failure of any party to promptly enforce its rights herein 
shall not be construed to be a waiver of such rights unless agreed to in 
writing. Any rights and remedies specifically provided for in any Addendum 
are in addition to those rights and remedies set forth in this Agreement.

(i) Headings. The headings in this Agreement are for convenience of reference 
only and shall not be deemed to alter or affect any provision of this 
Agreement.

(j) Severability. If any term or provision of this Agreement or any 
application thereof shall be invalid or unenforceable the remainder of this 
Agreement and any other application of such term or provision shall not be 
affected thereby.

(k) No Third Party Beneficiary. This Agreement is for the benefit of, and may 
be enforced only by, MPS and Customer and their respective successors and 
permitted transferees and assignees, and is not for the benefit of, and may 
not be enforced by, any third party.

(l) Applicable Law. This Agreement shall be governed by, and construed and 
enforced in accordance with, the laws of the State of Ohio. The parties 
hereby consent to service of process, personal jurisdiction, and venue in the 
courts of general jurisdiction of Cincinnati, Ohio or Hamilton County, Ohio, 
and any federal court with concurrent jurisdiction, with respect to any 
action or proceeding brought to enforce any liability or obligation under 
this Agreement.
                                       
                                    5-MSTR

<PAGE>

(m) Authorization. Each of the parties hereto represent and warrants on 
behalf of itself that it has full power and authority to enter into this 
Agreement; that the execution, delivery and performance of this Agreement has 
been duly authorized by all necessary corporate or partnership or other 
appropriate authorizing actions; that the execution, delivery and performance 
of this Agreement will not contravene any applicable by-law, corporate 
charter, partnership or joint venture agreement, law, regulation, order of 
judgment; that execution, delivery and performance of this Agreement will not 
contravene any provision or constitute a default under any other agreement, 
license or contract which such party is bound; and, that this Agreement is 
valid and enforceable in accordance with its terms.

(n) Counterparts. This Agreement may be executed and delivered in 
counterparts, each of which shall be deemed an original but all of which 
together shall constitute one and the same instrument.

(o) Drafting. This Agreement has been drafted by MPS as a matter of 
convenience only and shall not be construed in favor of either party on that 
account.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed by their authorized officers as of the dates set forth below.

MIDWEST PAYMENT SYSTEMS, INC.

By:     /s/ BARRY L. BOERSTLER
       -------------------------------
Name:  BARRY L. BOERSTLER
       -------------------------------
Title: SENIOR VICE PRESIDENT
       -------------------------------
Date:  November 30, 1998
       -------------------------------

CUSTOMER--HERITAGE OAKS BANK

By: 
       -------------------------------
Name:
       -------------------------------
Title:
       -------------------------------
Date:
       -------------------------------

                                       
                                    6-MSTR

<PAGE>

(m) Authorization. Each of the parties hereto represents and warrants on 
behalf of itself that it has full power and authority to enter into this 
Agreement; that the execution, delivery and performance of this Agreement has 
been duly authorized by all necessary corporate or partnership or other 
appropriate authorizing actions; that the execution, delivery and performance 
of this Agreement will not contravene any applicable by-law, corporate 
charter, partnership or joint venture agreement, law, regulation, order or 
judgment; that execution, delivery and performance of this Agreement will not 
contravene any provision or constitute a default under any other agreement, 
license or contract which such party is bound; and, that this Agreement is 
valid and enforceable in accordance with its terms.

(n) Counterparts. This Agreement may be executed and delivered in 
counterparts, each of which shall be deemed an original but all of which 
together shall constitute one and the same instrument.

(o) Drafting. This Agreement has been drafted by MPS as a matter of 
convenience only and shall not be construed in favor or either party on that 
account.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed by their authorized officers as of the dates set forth below.

MIDWEST PAYMENT SYSTEMS, INC.

By: 
       -------------------------------
Name:
       -------------------------------
Title:
       -------------------------------
Date:
       -------------------------------

CUSTOMER--HERITAGE OAKS BANK

By:    /s/ LAWRENCE P. WARD
       -------------------------------
Name:  LAWRENCE P. WARD
       -------------------------------
Title: President
       -------------------------------
Date:  November 30, 1998
       -------------------------------

<PAGE>
                                      
                             AMENDMENT NO. 1 TO
       THE MASTER DATA PROCESSING AGREEMENT AND CORRESPONDING ADDENDA


This Amendment No. 1 to the Master Data Processing Agreement dated October 1, 
1998, and corresponding Addenda, (collectively the "Agreement") is made 
between MIDWEST PAYMENT SYSTEMS, INC. ("MPS") and HERITAGE OAKS BANK 
("Customer"). The Agreement shall be amended in the following respects.

  I. EXECUTION OF NEW AGREEMENT. On or before the execution of this Amendment 
     No. 1 by Customer, Customer agrees to execute an unaltered original of 
     MPS' standard Master Data Processing Agreement and corresponding Addenda 
     BV, CU, FS, FU, KU, NA and TU, to the Master Data Processing Agreement 
     dated October 1, 1998, where all such Addenda are dated October 1, 1998, 
     and each having an Initial Term of not less than thirty-nine (39) months 
     collectively, "New Agreement").

 II. CONVERSION. Customer acknowledges and agrees that it shall do everything 
     necessary to convert to MPS' system for all of the Services in the 
     Agreement at the earliest possible opportunity but in no event later than 
     March 1, 1999. MPS will use its best efforts to convert Customer's 
     existing cardbase on or before March 1, 1999, however, Customer 
     acknowledges and agrees that MPS' conversion of Customer is based on data 
     provided by third parties and MPS shall not be in breach of the 
     Agreement in the event the data provided by such third parties is 
     incomplete and/or inaccurate (i.e., such data does not contain Customer 
     cardbase information required by MPS, including, but not limited to, 
     PIN/PIN Offsets, card numbers, account numbers, name and address 
     information and CVV algorithms). MPS and Customer acknowledge and agree 
     that MPS will use its best efforts to support online authorization for 
     Customer's Cardholders' transactions via MPS connection to the Alltel 
     Community Banking Data Center in Los Angeles, California, however, in 
     the event said online connection through Alltel is not available for 
     reasons beyond the control of MPS, Customer agrees that MPS will use 
     an extracts/positive file balance environment for support of Customer's 
     authorizations, until such time as an online authorization environment may 
     be established in accordance with MPS' standards.

III. WAIVER CREDIT. In consideration of Customer executing more than a 
     thirty-nine (39) month Agreement with MPS (i.e., a thirty-nine (39) month 
     term, plus the Waiver Period, as defined below, for Addenda BV, CU, FS, FU,
     NA and TU executed by Customer and MPS) and continuing to process with 
     MPS for all the Services in each executed Addenda for at least such 
     thirty-nine (39) month term plus the Waiver Period, the net amount of 
     MPS fees (but not third party fees) assessed by MPS on an MPS Services 
     Invoice in connection with some or all of the following list of individual 
     services shall be applied by MPS against a one-time waiver credit amount 
     equal to the lesser of: (i) the actual costs paid by Customer to convert 
     from EDS' system or (ii) $15,000.00 ("Waiver Credit") until such Waiver 
     Credit is reduced to zero; provided that Customer provides MPS written 
     documentation evidencing the total cost actually paid by Customer to 
     EDS for Customer's conversion from EDS' system with such documentation 
     sent to the MPS General Counsel at 38 Fountain Square Plaza, Cincinnati, 
     Ohio 45263, with a copy to the Billing Manager at the same address.

<TABLE>
<CAPTION>

         ADDENDUM FS
         -----------
         <S>           <C>                <C>
             -         Section C.3.a),    Electronic authorization
             -         Section C.3.c),    Remote item posting fee
             -         Section C.4.a),    Plastic debit or credit card
             -         Section C.4.b),    Account file residency
             -         Section C.4.c),    Credit account statement-to-date
             -         Section C.5,       Credit account monthly maintenance

         ADDENDUM NA
         -----------
             -         Section C.1),      ATM Access Fees
             -         Section C.3.a),    All Transactions
             -         Section C.3.b),    Positive Balance Authorization Surcharge
             -         Section C.3.c),    Stand-in Processing Surcharge
             -         Section C.4.a),    Plastic debit or credit card file
             -         Section C.4.b),    Cluster File Extension Support
             -         Section C.4.c),    Account File Residency (Option Z)
             -         Section C.4.d),    CRT File Updates
             -         Section C.4.e),    Cluster PIN Validation transaction fee surcharge
             -         Section C.6.a),    Stand-in Processing File residency
             -         Section C.6.b),    Stand-in Processing File residency extension
             -         Section C.6.c),    Stand-in Processing CRT file updates
             -         Section D,         Network Access Services, Monthly Access Fee
             -         Section E.1.a),    Online Adjustment System File Residency
             -         Section E.1.b),    Online Adjustment System CRT file updates
             -         Section E.2.b),    Online Deposit System CRT file updates
</TABLE>

     The Waiver Credit shall be reduced monthly by MPS fees incurred and 
     payable by Customer on the MPS Services Invoice in the given month for 
     some or all of the services above until such Waiver Credit is reduced 
     to zero. The total number of calendar months during which any portion 
     of the Waiver Credit was applied on an MPS Services Invoice shall be 
     referred to as the "Waiver Period". At the conclusion of such Waiver 
     Period, Customer shall be charged the fees specified in the Addendum for 
     such services, subject to any increases under Section 4 of the Master 
     Data Processing Agreement, and/or the fees for such services as amended 
     herein, subject to any increases under Section 4 of the Master Data 
     Processing Agreement. Notwithstanding any other provision of this 
     Agreement, Customer expressly acknowledges and agrees that Customer shall 
     be obligated to unconditionally pay MPS an amount equal to the total 
     amount of the Waiver Credit applied on any MPS Services Invoices during 
     any portion of the Waiver Period (which Waiver Credit shall be $15,000.00 
     if the Waiver Period has expired) in the event of a material Event of 
     Default by Customer. Customer expressly acknowledges and agrees that 
     the amount payable by Customer pursuant to the previous sentence shall 
     be in addition to any other amounts payable by Customer pursuant to this 
     Agreement, including but in no way limited to the amount payable for 
     Deconversion Support and the amount payable pursuant to Section 8.(b) of 
     the Master Data Processing Agreement

 IV. MPS and Customer acknowledge and agree that, for purposes of this 
     Agreement and for determining the length of the Initial Term of each 
     Addendum to the Agreement, the term "Initial Term Period" shall mean 
     the period of time equal to thirty-nine (39) months plus the Waiver Period.

                                       1

<PAGE>

A. THE MASTER DATA PROCESSING AGREEMENT DATED OCTOBER 1, 1998, SHALL BE 
   AMENDED AS FOLLOWS:

   1. Section 2.(a), MPS's Obligations, shall be amended by deleting the last 
      sentence of the paragraph beginning in line six (6) with the words "The 
      parties agree" and substituting the following in lieu thereof:

      "The parties agree that MPS shall be the exclusive provider of the Visa 
      Check Card Services and ATM Card Services. The parties further agree that 
      MPS shall be the exclusive provider of the Intercept Services and 
      Processor Services and Gateway Services for each of Customer's existing 
      and future branch ATMs, which for purposes of this Agreement shall mean 
      those ATMs located on property where Customer operates a manned banking 
      facility. At the time of the execution of this Agreement, the parties 
      acknowledge that, for purposes of this exclusivity clause, Customer has 
      a total of 7 ATMs at its bank branches, 5633 ATM cards and 2,606 Visa 
      Check cards."

   2. Section 2, Services, shall be amended by adding the following new 
      provisions as Section 2.(c):

      "(c)  Year 2000. MPS' proprietary software used in connection with the 
      Services will be able to accurately process data (including calculating, 
      comparing, and sequencing) from, into, and between the twentieth 
      twenty-first centuries when used in accordance with MPS' standards, 
      provided that all other products, systems and services (e.g., hardware, 
      ATMs, software, firmware, etc.) used by Customer or other third parties 
      in combination with the Services properly exchange, in accordance with 
      MPS' standards, date data and related information with MPS' proprietary 
      software."

   3. Section 4, Fees and Payments, paragraph number one, shall be amended by 
      deleting the sentences beginning in line two (2) with the words "All 
      fees shall be paid" and ending in line seven (7) with the words "for 
      this purpose".

   4. Section 4, Fees and Payments, paragraph number one, shall be amended by 
      deleting the words "exceed 10% in any calendar year" in line ten (10) and 
      substituting the words "exceed the higher of five percent (5%) per annum, 
      or the change, expressed as a percentage in the official Consumers Price 
      Index (CPI) for Wage Earners and Clerical Workers as published by the 
      U.S. Department of Labor, Bureau of Labor Statistics, (for the most 
      recent 12 month period for which data is available), in any calendar 
      year ("5%--CPI Increase")" in lieu thereof.

   5. Section 4, Fees and Payments, paragraph number one, shall be further 
      amended by adding the following sentence to the end of the paragraph:
  
      "MPS and Customer agree that MPS will not debit Customer's account via 
      ACH to settle the fees payable to MPS pursuant to this Agreement, rather, 
      MPS will send Customer an invoice for such amounts, and Customer will 
      remit payment to MPS within fifteen days (15) days of Customer's receipt 
      of the same."

   6. Section 4, Fees and Payments, paragraph number three, shall be amended 
      by deleting the phrase "1 percentage point" in the last sentence and 
      replacing it with the phrase "1.5 percentage points".

   7. Section 6.(a) shall be amended by inserting the following sentence 
      after the words "access to information" in line seven (7):

      "Provided, however, Customer may disclose information it receives as 
      may be required by any federal, state or local ordinance, any regulation 
      or directive of any governmental agency, or any court order or legal 
      process."

   8. Section 6.(b), Confidential Information Furnished by Customer, shall be 
      amended by adding the following sentence to the end of the paragraph:

      "MPS agrees to maintain such Customer confidential information under 
      the same terms and with the same remedies that Customer is to treat MPS 
      supplied information as specified in Section 6.(a)., however, Customer 
      acknowledges that certain Customer Confidential information will be 
      disclosed to Alltel Information Systems."

   9. Section 7.(b), Substantial Nonperformance, paragraph number 1, shall be 
      amended by deleting the words "such additional time as may be necessary 
      to cure such failure provided that MPS is proceeding diligently to 
      effect such cure" beginning in line six (6) and substituting the words

      "an additional ninety (90) days to cure such failure" in lieu thereof, 
      and further amended by deleting the words "upon not less than 60 days 
      prior notice to MPS" in line ten (10) and substituting the words "upon 
      Customer's written notice of its intent to terminate" in lieu thereof.

  10. Section 8.(a)(ii) Default by Customer, shall be amended by deleting the 
      ", or" at the end of the sentence and adding the following in lieu 
      thereof, ", unless there is a bona fide dispute concerning the validity 
      of those fees, expenses or charges; or"

  11. Section 8.(a)(iii) Default by Customer, shall be amended by adding the 
      following to the end of the sentence, ", unless such purchaser(s) of the 
      assets execute(s) a Master Data Processing Agreement and all Addenda 
      then currently in place with Customer, covering all the applicable assets 
      and all Services."

  12. Section 8.(b), Termination, shall be amended by adding the words, 
      "multiplied by 80%" after the words "current term of this Agreement" in 
      line nine (9).

  13. Section 9, Limits on Liability, shall be amended by deleting the words 
      "calendar month" in line nine and substituting the words "two calendar 
      months" in lieu thereof; and further amended by deleting the last 
      sentence of the section beginning in line fifteen (15) with the words 
      "No cause of action".

  14. Section 10.(d) shall be amended by inserting the words "and invoices" 
      after the word "reports" in line one (1) and further amended by deleting 
      the words "any report in writing within three business days" in line two 
      (2) and substituting the words "any settlement oriented report within 
      seven business days of its receipt or any other report, including but 
      not limited to invoices, within thirty (30) business days" in lieu 
      thereof, and further amended by adding the word "and/or invoice" after 
      the word "report" in line three (3).

  15. Section 10.(g) shall be amended by deleting the words "where such is 
      due to the sole negligence of MPS" beginning in line six (6) and 
      substituting the words "to the extent caused by MPS' negligence, 
      willful misconduct or breach of the Agreement" in lieu thereof.

                                       2

<PAGE>

  16. Section 10.(i) shall be deleted in its entirety.

  17. Section 12.(e), Amendments, shall be amended by deleting the last two 
      sentences of the paragraph beginning in line two (2) with the words 
      "Provided, however" and ending in line six (6) with the words "by 
      ordinary mail".

  18. Section 12.(f), Successors; Assignment, shall be amended by adding the 
      following after the words "consent of MPS" in line five (5):

      ", which consent shall not be unreasonably withheld; provided, however, 
      that such transferee or assignee executes an amendment to this Agreement 
      acknowledging such transferee's or assignee's obligations under this 
      Agreement, including but not limited to its payment of any fees or costs 
      associated with such transfer or assignment."

  19. Section 12.(o), Drafting, shall be deleted in its entirety.

B.    ADDENDUM BV DATED OCTOBER 1, 1998, SHALL BE AMENDED AS FOLLOWS:

   1. Section B, Term, shall be deleted in its entirety and the following 
      substituted in lieu thereof:

      "The term of this Addendum shall commence on October 1, 1998, and 
      shall continue for the Initial Term Period from the 1st day of the 
      calendar month following the above date or the date MPS has received 
      notice from CIRRUS of its acceptance of Licensee as a Corresponding 
      Member or the date of Licensee's conversion to MPS for Gateway Services 
      ("Initial Term") whichever event shall later occur. Except as 
      hereafter provided, unless either party gives notice to the other party 
      at least 120 days prior to the expiration of any term, the Agreement and 
      this Addendum shall be automatically extended for additional periods 
      equal to three (3) years each."

   2. Section C.2, Monthly Assessment Fee, shall be amended by MPS crediting 
      Customer $100/month during the Initial Term to partially offset the 
      Monthly Assessment Fee, provided Customer's executed Addenda CU, FU, 
      KU and TU are in full force and effect, and further provided Customer is 
      assessed such fee by MPS.

   3. Section D.10 shall be deleted and replaced with the following:

      "Customer agrees to be responsible for all direct costs and third party 
      fees, including but not limited to those incurred by MPS, at the 
      termination of the Agreement, and/or related to Customer's conversion 
      from MPS at any time. However, with respect to Customer's conversion 
      from MPS upon the termination of the entire Agreement, such direct costs 
      shall be limited to sixty (60) programming hours plus one (1) programming 
      hour per ATM, multiplied by the number of Customer's then current number 
      of ATMs, plus the programming hours for any written special requests made 
      by Customer to MPS. This limitation shall apply, and shall be the total 
      maximum direct costs for deconversion, regardless of the number of 
      Addenda executed by the parties."

   4. Section E, Indemnification, shall be amended by deleting the words "MPS 
      or Licensee, or their agents" in line seventeen (17) and substituting the 
      words "Licensee or its agents" in lieu thereof, and further amended by 
      adding the following to the end of the paragraph:

      "MPS agrees to indemnify and hold harmless, Customer, its officers, 
      employees, affiliates and agents, from and against any losses, damages, 
      fees, fines, penalties and expenses, including reasonable legal and 
      accounting fees and expenses, that Customer, its officers, employees, 
      affiliates and agents may incur as a result of MPS' failure to comply 
      with any provision of the Agreement or this Addendum, whether incurred 
      by or as a result of the action or failure to act of MPS or its agents, 
      except for such losses, damages, fees, fines, penalties and expenses, 
      including reasonable legal and accounting fees and expenses, which are 
      caused by the negligence of Customer, a third party or CIRRUS. This 
      indemnification shall survive the termination of the Agreement and/or 
      this Addendum."

C.    ADDENDUM CU DATED OCTOBER 1, 1998, SHALL BE AMENDED AS FOLLOWS:

   1. Section B, Term, shall be deleted in its entirety and the following 
      substituted in lieu thereof:

      "The term of this Addendum shall commence on October 1, 1998, and 
      shall continue for the Initial Term Period from the 1st day of the 
      calendar month following the above date or the date Bank has received 
      notice from PSI of its acceptance of Licensee as a Sponsored Member 
      or the date of Licensee's conversion to MPS for PLUS Gateway Services 
      ("Initial Term") whichever event shall later occur. Except as hereafter 
      provided, unless either party gives notice to the other party at least 
      120 days prior to the expiration of any term, the Agreement and this 
      Addendum shall be automatically extended for additional periods equal 
      to three (3) years each."

   2. Section C.2, Monthly Assessment Fee, shall be amended by MPS crediting 
      Customer $100/month during the Initial Term to partially offset the 
      Monthly Assessment Fee, provided Customer's executed Addenda BV, FU, KU 
      and TU are in full force and effect, and further provided Customer is 
      assessed such fee by MPS.

   3. Section D.10 shall be deleted and replaced with the following:

      "Customer agrees to be responsible for all direct costs and third party 
      fees, including but not limited to those incurred by MPS, at the 
      termination of the Agreement, and/or related to Customer's conversion 
      from MPS at any time. However, with respect to Customer's conversion 
      from MPS upon the termination of the entire Agreement, such direct costs 
      shall be limited to sixty (60) programming hours plus one (1) programming 
      hour per ATM, multiplied by the number of Customer's then current number 
      of ATMs, plus the programming hours for any written special requests made 
      by Customer to MPS. This limitation shall apply, and shall be the total 
      maximum direct costs for deconversion, regardless of the number of 
      Addenda executed by the parties."

   4. Section E, Indemnification, shall be amended by deleting the words "MPS 
      or Licensee, or their agents" in line eighteen (18) and substituting the 
      words "Licensee or its agents" in lieu thereof, and further amended by 
      adding the following to the end of the paragraph:

      "MPS agrees to indemnify and hold harmless, Customer, its officers, 
      employees, affiliates and agents, from and against any losses, damages, 
      fees, fines, penalties and expenses, including reasonable legal and 
      accounting fees and expenses, that Customer, its officers, employees, 
      affiliates and agents may incur as a result of MPS' failure to comply 
      with any provision of the Agreement or this Addendum, whether incurred 
      by or as a result of the action or failure to act of MPS or its agents, 
      except for such losses, damages, fees, fines, penalties and expenses, 
      including reasonable legal and accounting fees and expenses, which are 
      caused by the negligence of Customer, a third party or PLUS. This 
      indemnification shall survive the termination of the Agreement and/or 
      this Addendum."

                                       3





<PAGE>

D. ADDENDUM FS DATED OCTOBER 1, 1998, SHALL BE AMENDED AS FOLLOWS:

   1.   Section B, Term, shall be amended by deleting the first sentence in 
        its entirety and the following substituted in lieu thereof:

        "The term of this addendum shall commence on October 1, 1998 and 
        shall continue for the Initial Term Period from the 1st day of the 
        calendar month following the above date or the date MPS has received 
        notice from VISA of its acceptance of Licensee as a Member or the 
        date of Licensee's conversion to MPS for Check Card Program Services 
        ("Initial Term") whichever event shall later occur. Except as 
        hereafter provided, unless either party gives notice to the other 
        party at least 120 days prior to the expiration of any term, the 
        Agreement and this Addendum shall be automatically extended for 
        additional periods equal to three (3) years each."

   2.   Section D.10 shall be deleted and replaced with the following:

        "Customer agrees to be responsible for all direct costs and third 
        party fees, including but not limited to those incurred by MPS, at 
        the termination of the Agreement, and/or related to Customer's 
        conversion from MPS at any time. However, with respect to Customer's 
        conversion from MPS upon the termination of the entire Agreement, such 
        direct costs shall be limited to sixty (60) programming hours plus 
        one (1) programming hour per ATM, multiplied by the number of 
        Customer's then current number of ATMs, plus the programming hours for
        any written special requests made by Customer to MPS. This limitation 
        shall apply, and shall be the total maximum direct costs for 
        deconversion, regardless of the number of Addenda executed by the 
        parties."

   3.   Section D.12 shall be deleted in its entirety.

   4.   Section F, Indemnification, shall be amended by deleting the words 
        "MPS or Licensee, or their agents" beginning in line eight (8) and 
        substituting the words "Licensee or its agents" in lieu thereof, and 
        further amended by adding the following to the end of the paragraph:

        "MPS agrees to indemnify and hold harmless, Customer, its officers, 
        employees, affiliates and agents, from and against any losses, 
        damages, fees, fines, penalties and expenses, including reasonable 
        legal and accounting fees and expenses, that Customer, its officers, 
        employees, affiliates and agents may incur as a result of MPS' 
        failure to comply with any provision of the Agreement or this 
        Addendum, whether incurred by or as a result of the action or 
        failure to act of MPS or its agents, except for such losses, 
        damages, fees, fines, penalties and expenses, including reasonable 
        legal and accounting fees and expenses which are caused by the 
        negligence of Customer, a third party or VISA. This indemnification 
        shall survive the termination of the Agreement and/or this Addendum."

E. ADDENDUM FU DATED OCTOBER 1, 1998, SHALL BE AMENDED AS FOLLOWS:

   1.   Section B, Term, shall be amended by deleting the first sentence in 
        its entirety and the following substituted in lieu thereof:

        "The term of this Addendum shall commence on October 1, 1998 and 
        shall continue for the Initial Term Period from the 1st day of the 
        calendar month following the above date or the date Bank has received 
        notice from VISA of its acceptance of Licensee as a Member or the 
        date of Licensee's conversion to MPS for VISA Gateway Services 
        ("Initial Term") whichever event shall later occur. Except as 
        hereafter provided, unless either party gives notice to the other 
        party at least 120 days prior to the expiration of any term, the 
        Agreement and this Addendum shall be automatically extended for 
        additional periods equal to three (3) years each."

   2.   Section C.2, Monthly Assessment Fee, shall be amended by MPS 
        crediting Customer $100/month during the Initial Term to partially 
        offset the Monthly Assessment Fee, provided Customer's executed 
        Addenda BV, CU, KU and TU are in full force and effect, and further 
        provided Customer is assessed such fee by MPS.

   3.   Section D.10 shall be deleted and replaced with the following:

        "Customer agrees to be responsible for all direct costs and third 
        party fees, including but not limited to those incurred by MPS, at 
        the termination of the Agreement, and/or related to Customer's 
        conversion from MPS at any time. However, with respect to Customer's 
        conversion from MPS upon termination of the entire Agreement, such 
        direct costs shall be limited to sixty (60) programming hours plus 
        one (1) programming hour per ATM, multiplied by the number of 
        Customer's then current number of ATMs, plus the programming hours for
        any written special requests made by Customer to MPS. This limitation 
        shall apply, and shall be the total maximum direct costs for 
        deconversion, regardless of the number of Addenda executed by the 
        parties."

   4.   Section E, Indemnification, shall be amended by deleting the words 
        "MPS or Licensee, or their agents" in line fifteen (15) and 
        substituting the words "Licensee or its agents" in lieu thereof, and 
        further amended by adding the following to the end of the paragraph:

        "MPS agrees to indemnify and hold harmless, Customer, its officers, 
        employees, affiliates and agents, from and against any losses, 
        damages, fees, fines, penalties and expenses, including reasonable 
        legal and accounting fees and expenses, that Customer, its officers, 
        employees, affiliates and agents may incur as a result of MPS' 
        failure to comply with any provision of the Agreement or this 
        Addendum, whether incurred by or as a result of the action or 
        failure to act of MPS or its agents, except for such losses, 
        damages, fees, fines, penalties and expenses, including reasonable 
        legal and accounting fees and expenses which are caused by the 
        negligence of Customer, a third party or VISA. This indemnification 
        shall survive the termination of the Agreement and/or this addendum."

F. ADDENDUM KU DATED OCTOBER 1, 1998, SHALL BE AMENDED AS FOLLOWS:

   1.   Section B, Term, shall be amended by deleting the first sentence in 
        its entirety and the following substituted in lieu thereof:

        "The term of this addendum shall commence on October 1, 1998 and 
        shall continue for the Initial Term Period or until the termination 
        of the agreement between MPS and DCSI to provide ATM access to 
        Discover Cards (whichever event shall earlier occur) from the 1st day 
        of the calendar month following the above date or the date of DCSI's 
        acceptance of Licensee as a Sponsored Member through MPS as the 
        Direct Member or the date of Licensee's conversion  to MPS for 
        Discover Gateway Services ("Initial Term") whichever event shall 
        later occur. Except as hereafter provided, unless either party gives 
        notice to the other party at least 120 days prior to the expiration 
        of any term, the Agreement and this Addendum shall be automatically 
        extended for additional periods equal to three (3) years each."

   2.   Section C.2, Monthly Assessment Fee, shall be amended by MPS 
        crediting Customer $100/month during the Initial Term to partially 
        offset the Monthly Assessment Fee, provided Customer's executed 
        Addenda BV, CU, FU and TU are in full force and effect, and further 
        provided Customer is assessed such fee by MPS.

                                        4

<PAGE>

   3.   Section D.12 shall be deleted and replaced with the following:

        "Customer agrees to be responsible for all direct costs and third 
        party fees, including but not limited to those incurred by MPS, at 
        the termination of the Agreement, and/or related to Customer's 
        conversion from MPS at any time. However, with respect to Customer's 
        conversion from MPS upon the termination of the entire Agreement, such 
        direct costs shall be limited to sixty (60) programming hours plus 
        one (1) programming hour per ATM, multiplied by the number of 
        Customer's then current number of ATMs, plus the programming hours for
        any written special requests made by Customer to MPS. This limitation 
        shall apply, and shall be the total maximum direct costs for 
        deconversion, regardless of the number of Addenda executed by the 
        parties."

   4.   Section E, Indemnification, shall be amended by deleting the words 
        "MPS or Licensee, or their agents" in line thirteen (13) and 
        substituting the words "Licensee or its agents" in lieu thereof, and 
        further amended by adding the following to the end of the paragraph:

        "MPS agrees to indemnify and hold harmless, Customer, its officers, 
        employees, affiliates and agents, from and against any losses, 
        damages, fees, fines, penalties and expenses, including reasonable 
        legal and accounting fees and expenses, that Customer, its officers, 
        employees, affiliates and agents may incur as a result of MPS' 
        failure to comply with any provision of the Agreement or this 
        Addendum, whether incurred by or as a result of the action or 
        failure to act of MPS or its agents, except for such losses, 
        damages, fees, fines, penalties and expenses, including reasonable 
        legal and accounting fees and expenses which are caused by the 
        negligence of Customer, a third party or DISCOVER. This indemnification 
        shall survive the termination of the Agreement and/or this Addendum."

G. ADDENDUM NA TO THE MASTER DATA PROCESSING AGREEMENT DATED OCTOBER 1, 1998, 
   SHALL BE AMENDED AS FOLLOWS:

   1.   Section B, Term, shall be amended by deleting the first sentence in 
        its entirety and the following substituted in lieu thereof:

        "The term of this Addendum shall commence October 1, 1998, and 
        shall continue for the Initial Term Period from the 1st day of the 
        calendar month following the above date or the date of Customer's 
        Conversion to MPS for Intercept and Processor Services ("Initial 
        Term") whichever event shall later occur. Except as hereafter 
        provided, unless either party gives notice to the other party at 
        least 120 days prior to the expiration of any term, the Agreement and 
        this Addendum shall be automatically extended for additional periods 
        equal to three (3) years each."

   2.   Section C.1, ATM Access Fees, shall be deleted and the following new 
        provision shall be substituted in lieu thereof:

        "ATM Access Fees
         (tiering cumulative)

         -0 - 26 ATMS                                            $75/ATM/month
 
         -26 and above ATMs                                      $50/ATM/month"

   3.   Section C.3.a, All Transactions, shall be deleted and the following new 
        provision shall be substituted in lieu thereof:

        "All Transactions                                     $.05/transaction"

   4.   Section D., Network Access Services, shall be amended by MPS 
        crediting Customer $150/month during the Initial Term to partially 
        offset the STAR Network Monthly Access Fee specified in line nineteen 
        (19), provided customer is assessed such fee by MPS.

   5.   Section E.3.a, Communication Controller Access Fees, shall be amended 
        by MPS crediting Customer $50/port/month during the Initial Term to 
        partially offset the Remote Authorization Data Center Shared Use Port 
        fee, provided Customer is assessed such fee by MPS.

   6.   By MPS crediting Customer $400.00/month against Customer's 
        telecommunication fees provided Customer is using satellite 
        connectivity to MPS from at least six (6) different banking locations, 
        and further provided that Customer is assessed such fee by MPS.

   
   7.   Section H.15 shall be deleted and replaced with the following:

        "15. Customer agrees to be responsible for all direct costs and third 
        party fees, including but not limited to those incurred by MPS, 
        however such direct costs shall be limited to sixty (60) programming 
        hours plus one (1) programming hour per ATM, multiplied by the number 
        of Customer's then current number of ATMs, plus the programming hours 
        for any written special requests made by Customer to MPS, in 
        connection with and/or related to Customer's conversion from MPS at 
        the termination of this Addendum and/or related to any conversion by 
        Customer. This limitation shall apply, and shall be the total maximum 
        direct costs for deconversion, regardless of the number of Addenda 
        executed by the parties."

   8.   Section I, Indemnification, shall be amended by deleting the words 
        "MPS or Customer, or their agents" in line twelve (12) and 
        substituting the words "Customer or its agents" in lieu thereof, and 
        further amended by adding the following to the end of the paragraph:

        "MPS agrees to indemnify and hold harmless, Customer, its officers, 
        employees, affiliates and agents, from and against any losses, 
        damages, fees, fines, penalties and expenses, including reasonable 
        legal and accounting fees and expenses, that Customer, its officers, 
        employees, affiliates and agents may incur as a result of MPS' 
        failure to comply with any provision of the Documentation, the 
        Agreement or this Addendum or for any other reason in connection with 
        the Intercept or Processor Services provided hereunder, whether 
        incurred by or as a result of the action or failure to act of MPS or 
        its agents, except for such losses, damages, fees, fines, penalties 
        and expenses, including reasonable legal and accounting fees and 
        expenses, which are caused by the negligence of Customer. This 
        indemnification shall survive the termination of the Agreement 
        and/or this Addendum."

H. ADDENDUM TU DATED OCTOBER 1, 1998, SHALL BE AMENDED AS FOLLOWS:

   1.   Section B, Term, shall be amended by deleting the first sentence in 
        its entirety and the following substituted in lieu thereof:

        "The term of this Addendum shall commence on October 1, 1998 and 
        shall continue for the Initial Term Period or until the termination 
        of the agreement between MPS and American Express (whichever event 
        shall earlier occur) from the 1st day of the calendar month following 
        the above date or the date of American Express' acceptance of 
        Licensee as a Member or the date of Licensee's conversion to MPS for 
        American Express Gateway Services ("Initial Term") whichever event 
        shall later occur. Except as hereafter provided, unless either party 
        gives 

                                        5
<PAGE>

        notice to the other party at least 120 days prior to the expiration 
        of any term, the Agreement and this Addendum shall be automatically 
        extended for additional periods equal to three (3) years each."

   2.   Section C.2, Monthly Assessment Fee, shall be amended by MPS 
        crediting Customer $100/month during the Initial Term to partially 
        offset the Monthly Assessment Fee, provided Customer's executed 
        Addenda BV, CU, FU and KU are in full force and effect, and further 
        provided Customer is assessed such fee by MPS.

   3.   Section D.12 shall be deleted and replaced with the following:

        "Customer agrees to be responsible for all direct costs and third 
        party fees, including but not limited to those incurred by MPS, at 
        the termination of the Agreement, and/or related to Customer's 
        conversion from MPS at any time. However, with respect to Customer's 
        conversion from MPS upon termination of the entire Agreement, such 
        direct costs shall be limited to sixty (60) programming hours plus 
        one (1) programming hour per ATM, multiplied by the number of 
        Customer's then current number of ATMs, plus the programming hours for 
        any written special requests made by Customer to MPS. This limitation 
        shall apply, and shall be the total maximum direct costs for 
        deconversion, regardless of the number of Addenda executed by the 
        parties."

   4.   Section E, Indemnification, shall be amended by deleting the words 
        "MPS or Licensee, or their agents" beginning in line fourteen (14) and 
        substituting the words "Licensee or its agents" in lieu thereof, and 
        further amended by adding the following to the end of the paragraph:

        "MPS agrees to indemnify and hold harmless, Customer, its officers, 
        employees, affiliates and agents, from and against any losses, 
        damages, fees, fines, penalties and expenses, including reasonable 
        legal and accounting fees and expenses, that Customer, its officers, 
        employees, affiliates and agents may incur as a result of MPS' 
        failure to comply with any provision of the Agreement or this 
        Addendum, whether incurred by or as a result of the action or 
        failure to act of MPS or its agents, except for such losses, damages, 
        fees, fines, penalties and expenses, including reasonable legal and 
        accounting fees and expenses which are caused by the negligence of 
        Customer, a third party or AMERICAN EXPRESS. This indemnification 
        shall survive the termination of the Agreement and/or this Addendum."



Except as otherwise provided in this Amendment, the terms of the Agreement 
shall remain in full force and effect.


MIDWEST PAYMENT SYSTEMS, INC.          CUSTOMER: HERITAGE OAKS BANK

By: /s/ Barry L. Boerstler              By: /s/ Lawrence P. Ward
    -------------------------------         -------------------------------

Name: BARRY L. BOERSTLER                Name:  LAWRENCE P. WARD
      -----------------------------           -----------------------------

Title: SENIOR VICE PRESIDENT            Title:  PRESIDENT
       ----------------------------            ----------------------------

Date: Nov 30, 1998                      Date:  11-30-98
      -----------------------------           -----------------------------




                                        6
<PAGE>
                                       
                  ADDENDUM TO MASTER DATA PROCESSING AGREEMENT
             CIRRUS SYSTEM GATEWAY SERVICES -- CORRESPONDING MEMBER

This Agreement shall be an Addendum to the Master Data Processing Agreement 
(the "Agreement"), dated October 1, 1998 between HERITAGE OAKS BANK 
("Licensee"), having its principal offices at 545 Twelfth Street, Paso 
Robles, CA 93446, and MIDWEST PAYMENT SYSTEMS, INC. ("MPS").

I.     MPS is a Principal Member of CIRRUS System, Incorporated ("CIRRUS"), 
in order to provide other depository institutions with access to the CIRRUS 
electronic funds transfer network.

II.    MPS has the systems, computers and communications necessary to allow 
it to interface with the CIRRUS Switch for CIRRUS transactions.

III.   Licensee desires to become a corresponding member of CIRRUS 
("Corresponding Member") through sponsorship by MPS, and to route CIRRUS 
transactions to and from MPS.

NOW, THEREFORE, in consideration of the foregoing recitals and of mutual 
promises hereinafter set forth, the parties agree as follows:

A.     DEFINITIONS

For the purposes of this Agreement, the following terms shall mean:

BY-LAWS means the By-Laws of CIRRUS as amended from time to time.

CIRRUS DOCUMENTATION means the By-Laws, Operating Rules, Identification 
Standards Manual, and other rules, regulations and procedures determined by 
MPS to be relevant to and affecting the Gateway Services from time to time.

CIRRUS SWITCH means the computer-based system provided by CIRRUS in 
accordance with the CIRRUS Operating Rules.

CORRESPONDING MEMBER CENTER ("CMC") means the processing center directly 
connected to MPS, which could be the Licensee's data center, MPS or a third 
party processor.

IDENTIFICATION STANDARDS MANUAL means the CIRRUS Identification Standards 
Manual as amended from time to time.

MEMBER means a a Principal Member or Corresponding Member of CIRRUS, as those 
terms are defined in the By-Laws.

OPERATING RULES means the Operating Rules of CIRRUS as amended from time to 
time.

Except for the terms defined above, the capitalized terms herein shall have 
the same meanings as ascribed to them in the Agreement or the Definitions and 
General Services Addendum.  In the event of a conflict between the Agreement 
and this Addendum, this Addendum shall control.

B.   TERM

The term of this Addendum shall commence on October 1, 1998, and shall 
continue for a term of _______ year(s) from the 1st day of the calendar month 
following the above date or the date MPS has received notice from CIRRUS of 
its acceptance of Licensee as a Corresponding Member or the date of 
Licensee's conversion to MPS for Gateway Services ("Initial Term") whichever 
event shall later occur.  Except as hereafter provided, unless either party 
gives notice to the other party at least 120 days prior to the expiration of 
any term, the Agreement and this Addendum shall be automatically extended for 
additional periods equal to the Initial Term.

C.   SERVICES AND FEES

Gateway Services shall mean the data processing systems and procedures 
provided by MPS to facilitate ATM sharing between Licensee and/or other 
CIRRUS Members.  Licensee's CIRRUS transactions received from the CIRRUS 
Switch or other MPS facilities are routed to the Licensee's CMC for 
authorization or, optionally, are authorized using MPS stand-in processing 
facilities.  Other Members' transactions initiated at Licensee's terminals 
and received by MPS from Licensee's CMC are routed to the CIRRUS Switch or, 
at the option of MPS, routed directly to another Member.

MPS is the message processing entity positioned between the Licensee and the 
CIRRUS Switch or other Members.  The transaction record format between the 
Licensee's CMC and MPS will be the MPS version of ANSI X9.2 or such other 
format as may be mutually agreed upon between MPS and Licensee.

Licensee agrees to pay the following fees for the Gateway Services set forth 
below:

1)   Set Up Fee                                                         $500
2)   Disconnect Fee                                                     $500


                                     1-BV

<PAGE>


2)   Monthly Assessment Fee                        $150/month plus the current
                                                   monthly fee specified by 
                                                   CIRRUS for a single non 
                                                   bank holding company 
                                                   Corresponding Member (as 
                                                   also referenced in Section 
                                                   C.6)

3)   Adjustment Fee
     This fee applies to every CIRRUS 
     adjustment submitted by or received
     by MPS on behalf of Licensee

     --  Adjustment fee                            $5.00/adjustment (plus 
                                                   current CIRRUS adjustment
                                                   fee)

4)   Base Licensee Transaction Fee (Paid by
     Licensee each time Licensee's cardholder 
     uses a terminal of a Member for a CIRRUS 
     transaction) excluding any interchange
     surcharge fee charged by CIRRUS which will
     be added to this base fee and assessed
     accordingly

     --  Issuer Transaction Fee                    (Applicable CIRRUS issuer
                                                   interchange fee plus CIRRUS 
                                                   Switch fee plus $.07)/
                                                   transaction

5)   Documentation Fees

     --  CIRRUS Documentation                                          $75/copy
     --  Amendments/Supplements                                        $50/copy

6)  CIRRUS Fees                                    All CIRRUS fees, 
                                                   assessments, and penalties
                                                   (excluding the monthly
                                                   CIRRUS Corresponding Member
                                                   fee, CIRRUS adjustment fees,
                                                   CIRRUS Issuer Switch fees
                                                   and CIRRUS interchange fees
                                                   which are included as part
                                                   of the fees charged to
                                                   Licensee under Sections C.1
                                                   through C.5)

Licensee acknowledges and agrees that CIRRUS will pay MPS interchange fees 
for all Licensee's CIRRUS acquirer transactions.  MPS will pay Licensee the 
applicable CIRRUS acquirer interchanger fee each time a CIRRUS transaction by 
a cardholder of another Member is authorized and completed or denied on a 
terminal of Licensee provided CIRRUS pays MPS for such transactions.  
Licensee agrees to pay MPS $.07 per every Licensee's acquirer transaction 
processed by MPS in connection with these Gateway Services.  All interchange 
fees listed in this paragraph will be reduced by the Plus System, Inc. 
acquirer fee as specified by Plus System, Inc. for a transaction processed 
through the Plus System, Inc./CIRRUS common interface switch and by any 
applicable gateway transaction fee assessed to MPS by CIRRUS in connection 
with these CIRRUS acquirer transactions.

D.   GENERAL PROVISIONS

1)   MPS will sponsor Licensee as a Corresponding Member of CIRRUS in 
accordance with the procedures set out in the CIRRUS By-Laws and Operating 
Rules.

2)   Licensee acknowledges and hereby agrees that MPS may choose the "least 
cost method" of routing Licensee's CIRRUS transactions initiated on terminals 
of other MPS customers having similar "least cost method" arrangements with 
MPS.  Conversely, or, if Licensee does not have any CIRRUS cardholders, 
Licensee also agrees to accept lesser interchange fees for CIRRUS 
transactions initiated on its terminals by cardholders of other MPS 
customers which have similar "least cost method" arrangements with MPS.  If 
MPS chooses to use the "least cost method," MPS will make available the 
applicable rates from time to time.

3)   Licensee hereby agrees to take all steps as may reasonably be necessary 
to settle with MPS for CIRRUS transactions involving its cardholders and its 
terminals.

4)   MPS will provide Licensee within 30 days of the effective date of this 
Addendum a copy of the CIRRUS Documentation in effect on the date of this 
Agreement.  Licensee also understands that such documentation may be amended 
from time to time.  Licensee agrees to review the CIRRUS Documentation upon 
receipt thereof and to abide by and fully comply with the CIRRUS 
Documentation as may be in effect from time to time, and to perform and 
fulfill any and all obligations and responsibilities, and discharge any and 
all duties and liabilities, relating to MPS, CIRRUS or its Members to which 
it may be subject in accordance with such CIRRUS Documentation, or 
resolutions adopted by the CIRRUS Board of Directors, or which may arise in 
any other manner or from any other source related to the Gateway

                                     2-BV

<PAGE>

services.

5)   Licensee agrees that, upon request by MPS, it will periodically provide 
to MPS certification in writing of its compliance with all CIRRUS Operating 
Rules applicable to Licensee, or to MPS as sponsor of Licensee, and with the 
CIRRUS  Identification Standards Manual.  On or before 30 days following the 
date of this Addendum, and on or before October 18 of each calendar year, 
Licensee shall provide to MPS an audit of its outstanding cards and a 
certificate of its card count in accordance with the Operating Rules.

6)   Licensee will provide personnel, one of whom shall be a management level 
technical interface person, to monitor, oversee and maintain its 
participation in CIRRUS.  From time to time, MPS will require communication 
with Licensee's personnel, and Licensee agrees to provide names, telephone 
number(s), and schedules of such personnel throughout the period of the 
Licensee's Corresponding Membership in CIRRUS.

7)   MPS will make available to Licensee activity files in MPS format of its 
CIRRUS transactions, unless similar information is provided by MPS through 
other services provided to Licensee.

8)   MPS will not provide: (i) routing of activity files received from CIRRUS 
to Licensee; (ii) implementation of any of Licensee's BINs at CIRRUS; (iii) 
paper based adjustments; or (iv) any other files or reports not specifically 
described above.

9)   Licensee agrees to allow the auditors of MPS or CIRRUS to review the 
files held and procedures followed by Licensee in connection with the Gateway 
Services.

10)  Licensee agrees to be responsible for all direct and indirect costs 
(including but not limited to those incurred by MPS) in connection with 
and/or related to Licensee's conversion from MPS at the termination of this 
Addendum and/or related to any conversion by Licensee in connection with its 
CMC after Licensee's initial conversion to MPS.

E.   INDEMNIFICATION

Licensee has or will execute (in addition to this Addendum) the CIRRUS 
SYSTEM, INC. Corresponding Membership Application and Agreement among 
Licensee, MPS and CIRRUS.  Licensee agrees to be bound by all the terms and 
conditions of such agreement, as it may be amended from time to time.  
Licensee agrees to pay all fees, assessments and penalties as they are 
currently in effect or may be changed from time to time, imposed by CIRRUS, 
whether billed directly to Licensee by CIRRUS or through MPS except for any 
fees specifically excluded in Section C.6, CIRRUS fees.  MPS may allocate any 
such fees, fines, assessments or penalties in such manner as it deems 
advisable in its sole discretion. Licensee agrees to indemnify and hold 
harmless, MPS, its officers, employees, affiliates and agents, from and 
against any losses, damages, fees, fines, penalties and expenses, including 
reasonable legal and accounting fees and expenses, that MPS, its officers, 
employees, affiliates and agents may incur as a result of Licensee's failure 
to comply with any provision of the CIRRUS Documentation, the Agreement or 
this Addendum or far any other reason in connection with the Gateway Services 
provided hereunder, whether incurred by or as a result of the action or 
failure to act of MPS or Licensee, or their agents.  This indemnification 
shall survive the termination of the Agreement and/or this Addendum.

F.   MODIFICATION

In the event of any changes or modifications to the Operating Rules which 
affect the responsibilities of a Principal Member of CIRRUS, MPS may amend 
this Agreement upon 30 days prior written notice to Licensee.  MPS may change 
the fees and charges at any time upon a minimum of 30 days prior written 
notice to Licensee.  In the event such change in fees is in excess of the 
limit set forth in the Agreement, the Licensee shall have the right to 
terminate this Addendum by giving written notice thereof within 30 days after 
the date of notice of change in fees and charges from MPS.  Simultaneously 
therewith, Licensee shall give the necessary notice to CIRRUS of termination 
of its membership in CIRRUS as a Corresponding Member of MPS.  Termination of 
this Addendum shall be effective the later of 30 days from receipt by MPS of 
notice of termination, or the effective date of termination as set by CIRRUS, 
but in no event later than 6 months from the date of Licensee's notice of 
termination.

THE PARTIES ACKNOWLEDGE THAT THE MASTER DATA PROCESSING AGREEMENT BETWEEN 
THEM, AS SUPPLEMENTED BY THIS AND OTHER ADDENDA, SET FORTH THE COMPLETE AND 
EXCLUSIVE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SERVICES PROVIDED 
AND UNLESS SPECIFICALLY PROVIDED FOR IN THIS ADDENDUM, THE SERVICES DESCRIBED 
HEREIN SHALL NOT INCLUDE ANY OF THE SERVICES OUTLINED IN THE DEFINITIONS AND 
GENERAL SERVICES ADDENDUM OR OTHER ADDENDA WHICH MAY BE A PREREQUISITE FOR 
THE SERVICES DESCRIBED HEREIN.

                                     3-BV
<PAGE>


MIDWEST PAYMENT SYSTEMS, INC.

By: /s/ Barry L. Boerstler
   ---------------------------------
Name:   Barry L. Boerstler
     -------------------------------
Title:  Senior Vice President
      ------------------------------
Date:   Nov 30 1998
      ------------------------------


LICENSEE

By:  /s/ Lawrence P. Ward
   ---------------------------------
Name:  Lawrence P. Ward
    --------------------------------
Title: President
      ------------------------------
Date:  11-30-98
     -------------------------------










                                    4-BV

<PAGE>
                                       
                ADDENDUM CU TO MASTER DATA PROCESSING AGREEMENT
          PLUS SYSTEM GATEWAY SERVICES -- SPONSORED ATM LICENSEE MEMBER

This Agreement shall be an Addendum to the Master Data Processing Agreement 
(the "Agreement"), dated October 1, 1998 between HERITAGE OAKS BANK 
("Licensee"), having its principal offices at 545 Twelth Street, Paso Robles, 
CA 93446, and MIDWEST PAYMENT SYSTEMS, INC. ("MPS").

I.    The Fifth Third Bank ("Bank") is a Proprietary Member of PLUS System, 
Inc. ("PSI"), in order to provide other depository institutions with access 
to the PSI electronic funds transfer network.

II.   Bank has contracted with MPS for it to provide the systems, computers 
and communications necessary to allow it to interface with the PSI Switch for 
PSI transactions.

III.  Licensee desires to become a sponsored "ATM Category B Licensee Member" 
("Sponsored Member"), as such term is defined in the By-laws and Operating 
Regulations, of PSI through sponsorship by Bank, and to route PSI 
transactions to and from MPS.

NOW, THEREFORE, in consideration of the foregoing recitals and of mutual 
promises hereinafter set forth, the parties agree as follows:

A.   DEFINITIONS

For the purposes of this Agreement, the following terms shall mean:

BY-LAWS means the By-Laws of PSI as amended from time to time.

PSI DOCUMENTATION means the By-Laws, Operating Regulations, and other rules, 
regulations and procedures identified by MPS to be relevant to and affecting 
the Gateway Services from time to time.

PSI SWITCH mean the computer-based system provided by PSI in accordance 
with the PSI Operating Regulations.

SPONSORED MEMBER CENTER ("SMC") means the processing center directly 
connected to MPS, which could be the Licensee's data center, MPS or a third 
party processor.

MEMBER means an eligible organization that is a Proprietary Member or 
Sponsored Member of PSI, as those terms are defined in the By-Laws.

OPERATING REGULATIONS means the Operating Regulations of PSI as amended from 
time to time.

Except for the terms defined above, the capitalized terms herein shall have 
the same meanings as ascribed to them in the Agreement or the Definitions and 
General Services Addendum.  In the event of a conflict between the Agreement 
and this Addendum, this Addendum shall control.

B.   TERM

The term of this Addendum shall commence on October 1, 1998, and shall 
continue for a term of ______year(s) from the 1st day of the calendar month 
following the above date or the date Bank has received notice from PSI of its 
acceptance of Licensee as a Sponsored Member or the date of Licensee's 
conversion to MPS for Gateway Services ("Initial Term") whichever event shall 
later occur.  Except as hereafter provided, unless either party gives notice 
to the other party at least 120 days prior to the expiration of any term, the 
Agreement and this Addendum shall be automatically extended for additional 
periods equal to the Initial Term.

C.   SERVICES AND FEES

Gateway Services shall mean the data processing systems and procedures 
provided by MPS to facilitate ATM sharing between Licensee and/or other PSI 
Members.  Other Members' transactions initiated at Licensee's terminals and 
received by MPS from Licensee's SMC are routed to the PSI Switch or, at the 
option of MPS, routed directly to another Member or to a gateway link 
connected to the PSI switch.

MPS is the message processing entity positioned between the Licensee and the 
PSI Switch or other Members.  The transaction record format between the 
Licensee's SMC and MPS will be the MPS version of ANSI X9.2 or such other 
format as may be mutually agreed upon between MPS and Licensee.

                                     1-CU
<PAGE>

Licensee agrees to pay the following fees for the Gateway Services set forth 
below:

1)   Set Up Fee                                                           $500
     Disconnect Fee                                                       $500

2)   Monthly Assessment Fee $150/month plus the current monthly fee specified 
by PSI for a non affiliate ATM Category B Licensee Member (as also referenced 
in Section C.5)

3)   Adjustment Fee
     This fee applies to every PSI adjustment submitted by or received by MPS 
on behalf of Licensee

     -- Adjustment fee $5.00/adjustment (plus current PSI adjustment fee)

4)   Documentation Fees

     --  PSI Documentation                                  $75/copy
     --  Amendments/Supplements                             $50/copy

5)   PSI Fees 
     All PSI fees, assessments, and penalties (excluding the monthly PSI ATM 
Category B Licensee Member fee and PSI adjustment fees which are included as 
part of the fees charged to Licensee under Sections C.1 through C.4)

Licensee acknowledges and agrees that PSI shall pay Bank interchange fees for 
all Licensee's PSI acquirer transactions.  MPS will pay Licensee the 
applicable PSI ATM member (acquirer) income fee each time a PSI transaction 
by a cardholder of another Member is authorized and completed or denied on a 
terminal of Licensee provided PSI pays Bank for such transactions.  Licensee 
agrees to pay MPS $.07 per every Licensee's acquirer transaction processed by 
MPS in connection with these Gateway Services.  All income (interchange) fees 
listed in this paragraph will be reduced by the PSI acquirer fee as specified 
by PSI for a transaction processed through the PSI/CIRRUS Systems, Inc. 
common interface switch and by any applicable gateway transaction fee 
assessed to MPS or Bank by CIRRUS Systems, Inc. in connection with these PSI 
acquirer transactions.

D.   GENERAL PROVISIONS

1)   MPS will sponsor Licensee as a Sponsored Member of PSI in accordance 
with the procedures set out in the PSI By-Laws and Operating Regulations.

2)   Licensee acknowledges and hereby agrees that MPS may choose the "least 
cost method" of routing Licensee's PSI transactions to other MPS customers 
having similar "least cost method" arrangements with MPS.  Licensee agrees to 
accept lesser interchange fees for PSI transactions initiated on its 
terminals by cardholders of other MPS customers which have "least cost method" 
arrangements with MPS.  If MPS chooses to use the "least cost method," MPS 
will make available the applicable rates from time to time.

3)   Licensee hereby agrees to take all steps as may reasonably be necessary 
to settle with MPS for PSI transactions involving its terminals.

4)   MPS will provide Licensee within 30 days of the effective date of this 
Addendum a copy of the PSI Documentation in effect on the date of this 
Agreement.  Licensee also understands that such documentation may be amended 
from time to time.  Licensee agrees to review the PSI Documentation upon 
receipt thereof and to abide by and fully comply with the PSI Documentation as 
may be in effect from time to time, and to perform and fulfill any and all 
obligations and responsibilities, and discharge any and all duties and 
liabilities, relating to MPS, PSI or its Members to which it may be subject 
in accordance with such PSI Documentation, or resolutions adopted by the PSI 
Board of Directors, or which may arise in any other manner or from any other 
source related to the Gateway Services.

5)   Licensee agrees that, upon request by MPS, it will periodically provide 
to MPS certification in writing of its compliance with all PSI Operating 
Regulations applicable to Licensee, or to MPS or Bank as sponsor of Licensee.

6)  Licensee will provide personnel, one of whom shall be a management level 
technical interface person, to monitor, oversee and maintain its 
participation in PSI.  From time to time, MPS will require communication with 
Licensee's personnel, and Licensee agrees to provide names, telephone 
number(s), and schedules of such personnel throughout the period of the 
Licensee's Sponsored Membership in PSI.

7)  MPS will make available to Licensee activity files in a MPS format of its 
PSI transactions, unless similar information is provided by MPS through other 
services provided to Licensee.

                                     2-CU

<PAGE>

8)   MPS will not provide:  (i) routing of activity files received from PSI 
to Licensee; (ii) paper based adjustments; or (iii) any other files or 
reports not specifically described above.

9)   Licensee agrees to allow the auditors of MPS or PSI to review the files 
held and procedures followed by Licensee in connection with the Gateway 
Services.

10)  Licensee agrees to be responsible for all direct and indirect costs 
(including but not limited to those incurred by MPS) in connection with 
and/or related to Licensee's conversion from MPS at the termination of this 
Addendum and/or related to any conversion by Licensee in connection with its 
SMC after Licensee's initial conversion to MPS.

E.   INDEMNIFICATION

Licensee has or will execute (in addition to this Addendum) the Category "B" 
ATM Licensee Agreement in PLUS System, Inc. among Licensee, Bank and PSI.  
Licensee agrees to be bound by all the terms and conditions of such 
agreement, as it may be amended from time to time.  Licensee agrees to pay 
all fees, fines, penalties and assessments as they are currently in effect or 
may be changed from time to time, imposed by PSI, whether billed directly to 
Licensee by PSI or through MPS or Bank except for any fees specifically 
excluded in Section C.5, PSI fees.  MPS, on behalf of itself or Bank, may 
allocate any such fees, fines, assessments or penalties in such manner as it 
deems advisable in its sole discretion.  Licensee agrees to indemnify and 
hold harmless, MPS, Bank, their respective officers, employees, affiliates 
and agents, from and against any losses, damages, fees, fines, penalties and 
expenses, including reasonable legal and accounting fees and expenses, that 
MPS, Bank, their respective officers, employees, affiliates and agents may 
incur as a result of Licensee's failure to comply with any provision of the 
PSI Documentation, the Agreement or this Addendum or for any other reason in 
connection with the Gateway Services provided hereunder, whether incurred by 
or as a result of the action or failure to act of MPS, Bank or Licensee, or 
their agents.  This indemnification shall survive the termination of the 
Agreement and/or this Addendum.

F.   MODIFICATION

In the event of any changes or modifications to the Operating Regulations 
which affect the responsibilities of a Proprietary Member of PSI, MPS may 
amend this Agreement upon 30 days prior written notice to Licensee.  MPS may 
change the fees and charges at any time upon a minimum of 30 days prior 
written notice to Licensee.  In the event such change in fees is in excess of 
the limit set forth in the Agreement, the Licensee shall have the right to 
terminate this Addendum by giving written notice thereof to MPS within 30 
days after the date of notice of change in fees and charges from MPS.  
Simultaneously therewith, Licensee shall give the necessary notice  to PSI of 
termination of its membership in PSI as a Sponsored Member of Bank.  
Termination of this Addendum shall be effective the later of 30 days from 
receipt by MPS of notice of termination, or the effective date of termination 
as set by PSI, but in no event later than 6 months from the date of 
Licensee's notice of termination.

THE PARTIES ACKNOWLEDGE THAT THE MASTER DATA PROCESSING AGREEMENT BETWEEN 
THEM, AS SUPPLEMENTED BY THIS AND OTHER ADDENDA, SET FORTH THE COMPLETE AND 
EXCLUSIVE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SERVICES PROVIDED 
AND UNLESS SPECIFICALLY PROVIDED FOR IN THIS ADDENDUM, THE SERVICES DESCRIBED 
HEREIN SHALL NOT INCLUDE ANY OF THE SERVICES OUTLINED IN THE DEFINITIONS AND 
GENERAL SERVICES ADDENDUM OR OTHER ADDENDA WHICH MAY BE A PREREQUISITE FOR 
THE SERVICES DESCRIBED HEREIN.

MIDWEST PAYMENT SERVICES, INC.

By:/s/ Barry L. Boerstler
   -----------------------------
Name:  Barry L. Boerstler
     ---------------------------
Title: Senior Vice President
      --------------------------
Date:     Nov 30 1998
      --------------------------

LICENSEE:  HERITAGE OAKS BANK

By:/s/ Lawrence P. Ward
   -----------------------------
Name:  Lawrence P. Ward
     ---------------------------
Title: President
      --------------------------
Date:  11-30-98
     ---------------------------

                                     3-CU




     















<PAGE>
                                                                       0196-998


                   ADDENDUM FS TO MASTER DATA PROCESSING AGREEMENT
                         VISA CHECK CARD PROGRAM SERVICES

This Agreement shall be an Addendum to the Master Data Processing Agreement 
("the Agreement"), dated October 1, 1998 between HERITAGE OAKS BANK 
("Licensee"), having its principal offices at 545 Twelfth Street, Paso 
Robles, CA 93446, and MIDWEST PAYMENT SYSTEMS, INC. ("MPS").

I.   Fifth Third Bank of Cincinnati, Ohio ("Fifth Third") is a Member of Visa 
U.S.A. ("VISA") and provides other depository institutions access to VisaNet 
as defined in the Operating Rules.

II.  MPS has the systems, computers and communications necessary to allow it 
to interface with the VISA Switch for VisaNet transactions.

III. Licensee desires to use the systems, computers, and communication 
facilities of MPS to interface with the VISA Switch and other facilities 
connected to MPS to provide access (in conjunction with MPS standards) to 
VisaNet for certain of its customers' deposit accounts through Licensee's 
designated VISA plastics (cards) and to provide special card and account 
processing as described under Check Card Program Services.

IV.  Licensee warrants that it is a Member of VISA as this term is defined in 
the By-Laws.

NOW, THEREFORE, in consideration of the foregoing recitals and of mutual 
promises hereinafter set forth, the parties agree as follows:

A.  DEFINITIONS

For the purposes of this Agreement, the following terms shall mean:

BY-LAWS means the Visa U.S.A. Inc. By-Laws/Operating Regulations as amended 
from time to time.

MEMBER means an organization that is a Member, or other entity as those terms 
are defined in the By-Laws and who is authorized to participate in VisaNet.

OPERATING RULES means the Visa U.S.A. Inc. By-Laws/Operating Regulations and 
the Visa International Operating Regulations as amended from time to time.

VISA DOCUMENTATION means the sections of the By-Laws, Operating Rules, 
Operating Rules, and other rules, regulations and procedures (including MPS 
standards) determined by MPS to be relevant to and affecting the Check Card 
Program Services from time to time.

VISA SWITCH means the computer-based system provided by VISA in accordance 
with the Operating Rules for VisaNet.

Except for the terms defined above, the capitalized terms herein shall have 
the same meanings as ascribed to them in the Agreement or the Definitions and 
General Services Addendum. In the event of a conflict between the Agreement and 
this Addendum, this Addendum shall control.

B.  TERM

The term of this Addendum shall commence on October 1, 1998, and shall 
continue for a term of ____ year(s) from the 1st day of the calendar month 
following the above date or the date MPS has received notice from VISA of its 
acceptance of Licensee as a Member or the date of Licensee's conversion to 
MPS for Check Card Program Services ("Initial Term") whichever event shall 
later occur. Except as hereafter provided, unless either party gives notice 
to the other party at least 120 days prior to the expiration of any term, the 
Agreement and this Addendum shall be automatically extended for additional 
periods equal to the Initial Term.

C.  SERVICES AND FEES

CHECK CARD PROGRAM SERVICES shall mean the data processing systems and 
procedures provided by MPS to facilitate Licensee's card authorization and 
settlement in VisaNet for Licensee's specified VISA cards with the consequent 
funds utilized being debited from Licensee's designated customers' deposit 
accoujts. Licensee's VISA cards may additionally be processed under other 
services contracted through MPS. Licensee's VisaNet transactions received 
from the VISA Switch or other MPS facilities or facilities connected to MPS 
are authorized using card management and card processing facilities according 
to MPS standards. Authorization can occur at VisaNet if the authorization 
link between MPS and the VISA Switch is inoperational.

Licensee agrees to pay MPS the following fees for the Check Card Program 
Services as set forth below:

1)  Set Up Fee                                                           $5,000

2)  Card Management file conversion (Optional)                           $2,000

3)  Transaction Fees
     a) electronic authorization fee                         $.10/authorization
     b) operator assisted authorization fee                  $.65/authorization
     c) remote item posting                                           $.11/item
     c) issuer switch/access fee                            $.026/authorization

4)  Card Management (Cluster) Services
     a) Plastic debit or credit card fee                     $.05/cluster/month

                                       1-FS

<PAGE>

     b) Account file residency (fee assessed for 
        credit and deposit accounts)                         $.11/account/month
     c) Credit account statement-to-date fee
        CRT lookup for statement-to-date
        activity of credit account                    $.09/credit account/month

5)  Credit account monthly maintenance fee            $.07/credit account/month

6)  Credit Card embossing and encoding fees
     a) Program Setup                                                   $225.00

     b) Card Production                                              $0.60/card
        Card production includes:
         -Complete inventory and control of plastics
         -Card embossing, tipping, and encoding
         -Card inserting and mailing
         -MPS standard forms and envelopes
         -Postage expense additional

     c) Premailer Inserting/Mailing                              $0.15/Premailer
         -Includes MPS standard forms and envelopes
         -Postage expense additional

     d) Special Card Handling                                        $5.00/card
        Any special card handling outside the normal processing procedures 
        (i.e., card pulls, rushes, etc.) will incur a special card handling 
        fee.

     e) Graphic Reproduction (Graphix)                                   Quoted
        Graphic Reproduction services are available including the 
        institution's name on the front of the card and ATM logos on the 
        back. These fees will be provided as necessary.

7)  Statement Printing Fee (Optional)                           $0.15/statement

8)  Chargeback/Representment Fee                               $5.00/chargeback
                                                               or representment

9)  Draft Retrieval Requests                                      $2.00/request

Each draft retrieval request received by MPS on behalf of the Licensee will 
    be assessed the draft retrieval request fee.

This fee is in addition to any fee assessed by VISA.

10) Online Adjustment System Fees
    a) File residency                                             $100.00/month
    b) CRT file updates                                             $.10/update
    c) File setup                                                          $400

11) Operational Support                                    Standard Hourly Rate
    Including any time required by MPS personnel to support Licensee with lost 
    and stolen processing in connection with Licensee's VISA cards or 
    Licensee's customers.

Notwithstanding the foregoing, the minimum monthly fee payable to MPS for the 
Check Card Program Services set forth in this Addendum shall be $200.00.

12) Other Services                                                       Quoted

D.  GENERAL PROVISIONS

1)  MPS will process Licensee as a Member in accordance with the procedures 
set out in the By-Laws and Operating Rules and VISA Documentation and this 
Addendum.

2)  Licensee assumes all responsibility for collecting funds associated with 
all use of Licensee's VISA cards.

3)  Licensee hereby agrees to take all steps as may be necessary to settle 
with MPS for VisaNet transactions involving its cardholders. As part of this 
settlement, Licensee agrees to maintain at Fifth Third a clearing account 
which will be a non-interest bearing account. Licensee also agrees to 
maintain adequate collected funds in this account to cover daily settlement 
(involving the use of Licensee's VISA cards) assessed by MPS.

                                     2-FS

<PAGE>

4)  Licensee understands that VISA Documentation may be amended from time to 
time. Licensee agrees to review the VISA Documentation and to abide by and 
fully comply with the VISA Documentation as may be in effect from time to 
time, and to perform and fulfill any and all obligations and 
responsibilities, and discharge any and all duties and liabilities, relating 
to MPS, VISA or its Members to which it may be subject in accordance with 
such VISA Documentation, By-Laws, Operating Rules, or resolutions adopted by 
the VISA Board of Directors, or which may arise in any other manner or from 
any other source related to the Check Card Program Services.

5)  Licensee agrees that, upon request by MPS, it will periodically provide 
to MPS certification in writing of its compliance with all VISA Operating 
Rules applicable to Licensee, or to MPS as processor for Licensee, and with 
the VISA Documentation.

6)  MPS will make available to Licensee activity files in a MPS format 
reflecting customer's card and account processing.

7)  MPS will not provide: (i) routing of activity files received from VISA to 
Licensee; (ii) any other files or reports not specifically described above.

8)  Licensee will maintain a non-interest bearing checking account which can be 
debited by MPS to settle funds for Licensee's VISA cards which don't have a 
corresponding deposit account.

9)  Licensee is solely responsible for its participation; and for any liability 
arising from its VISA membership.

10) Licensee agrees to be responsible for all direct and indirect costs 
(including but not limited to those incurred by MPS) in connection with and/or 
related to Licensee's conversion from MPS at the termination of this Addendum 
and/or related to any conversion by Licensee.

11) Licensee shall be responsible for the establishment, maintenance and 
written notification to MPS of cardholder authorization limits, and other 
terms and conditions applicable to transactions effected in accordance with 
Licensee's cardholder agreements.

12) Should Customer give notice of termination to MPS at any time, Customer 
warrants that both before entering into any agreement with any third party 
fort the Services provided to Customer by MPS as specified in this Agreement 
(including all exhibits and Addenda hereto and all documents and materials 
referenced herein), MPS shall have the right of first refusal of entering into 
agreements with Customer for all such Services under the same terms and 
conditions (except for the length of the term, which shall not be less than 
the length of the term of the Agreement for which Customer is givng 
termination notice to MPS) in lieu of Customer entering into such agreement 
with a third party.

E.  SERVICES AND EXPENSES NOT PROVIDED BY MPS

Certain services and expenses will be the sole responsibility of Licensee and 
include but are not limited to the following:

1)  Costs incurred by MPS for contracting Licensee in performing the Services.

2)  All postage costs associated with the Services provided herein.

3)  All costs associated with the purchase, design, and creation of the cards.

4)  Data entry of cardholder and/or account information.

5)  All forms and envelopes (minimum postage expense is cost for one ounce of 
U.S. first class postage per unit).

6)  Communication lines to MPS for remote processing.

7)  Communication and hardware costs, individual terminals or modems.

8)  All VISA fees relating to Licensee's processing plan and/or connection 
with Licensee's participation in VisaNet and with VISA.

9)  Settlement costs for interchange. Licensee will provide and pay standard 
VISA Interchange fees relative to Licensee's cardholder and merchant 
transaction volume.

10) All legal compliance and Operating Rules and By-Laws compliance for 
Licensee's cardholders and merchants.

11) Additional exception processing services.

12) External costs for interchange settlement.

13) Physical magnetic tape or disk file output for Licensee's use.

14) Costs associated with RJE.

                                     3-FS

<PAGE>

F.  INDEMNIFICATION

Licensee agrees to pay all fees, assessments and penalties as they are 
currently in effect or may be changed from time to time, imposed by VISA, 
whether billed directly to Licensee by VISA or through MPS or Fifth Third. 
MPS may allocate any such fees, fines, assessments or penalties in such 
manner as it deems advisable in its sole discretion. Licensee agrees to 
indemnify and hold harmless, MPS, its officers, employees, affiliates and 
agents, from and against any losses, damages, fees, fines, penalties and 
expenses, including reasonable legal and accounting fees and expenses, that 
MPS, its officers, employees, affiliates and agents may incur as a result of 
Licensee's failure to comply with any provision of the VISA Documentation, 
the Agreement or this Addendum or for any other reason in connection with the 
Check Card Program Services provided hereunder, whether incurred by or as a 
result of the action or failure to act of MPS or Licensee, or their agents. 
This indemnification shall survive the termination of the Agreement and/or 
this addendum.

G.  MODIFICATION

In the event of any changes or modifications to the VISA Documentation which 
affect the responsibilities of a Member, MPS may amend this Agreement upon 30 
days prior written notice to Licensee. MPS may change the fees and charges at 
any time upon a minimum of 30 days prior written notice to Licensee. In the 
event such change in fees is in excess of the limit set forth in the 
Agreement, the Licensee shall have the right to terminate this Addendum by 
giving written notice thereof within 30 days after the date of notice of 
change in fees and charges from MPS. Simultaneously therewith, Licensee shall 
give the necessary notice to VISA of termination or change in sponsorship of 
its membership in VISA as a Member. Termination of this Addendum shall be 
effective the later of 30 days from receipt by MPS of notice of termination, 
or the effective date of termination as set by VISA, but in no event later 
than 6 months from the date of Licensee's notice of termination.

THE PARTIES ACKNOWLEDGES THAT THE MASTER DATA PROCESSING AGREEMENT BETWEEN 
THEM, AS SUPPLEMENTED BY THIS AND OTHER ADDENDA, SET FORTH THE COMPLETE AND 
EXCLUSIVE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SERVICES PROVIDED 
AND UNLESS SPECIFICALLY PROVIDED FOR IN THIS ADDENDUM, THE SERVICES DESCRIBED 
HEREIN SHALL NOT INCLUDE ANY OF THE SERVICES OUTLINED IN THE DEFINITIONS AND 
GENERAL SERVICES ADDENDUM OR OTHER ADDENDA WHICH MAY BE A PREREQUISITE FOR 
THE SERVICES DESCRIBED HEREIN.

MIDWEST PAYMENT SYSTEMS, INC.

By:        /s/  BARRY L. BOERSTLER
      -------------------------------------
Name:          Barry L. Boerstler
      -------------------------------------
Title:        Senior Vice President
      -------------------------------------
Date:            Nov. 30, 1998
      -------------------------------------


LICENSEE:

By:        /s/  LAWRENCE P. WARD
      -------------------------------------
Name:           Lawrence P. Ward
      -------------------------------------
Title:             President
      -------------------------------------
Date:              11-30-98
      -------------------------------------





                                     4-FS




<PAGE>
                                                                       0192-998

                   ADDENDUM FU TO MASTER DATA PROCESSING AGREEMENT
               VISA ATM NETWORK GATEWAY SERVICES - ATM ACQUIRER MEMBER

This Agreement shall be an Addendum to the Master Data Processing Agreement 
(the "Agreement"), dated October 1, 1998 between HERITAGE OAKS BANK 
("Licensee"), having its principal offices at 545 Twelfth Street, Paso 
Robles, CA 93446, and MIDWEST PAYMENT SYSTEMS, INC. ("MPS").

I.   Fifth Third Bank of Cincinnati, Ohio ("Fifth Third"), is a Member of 
Visa U.S.A. Inc. ("VISA") and provides other depository institutions access to 
the Visa ATM Network ("VAN").

II.  MPS has the systems, computers and communications necessary to allow it 
to interface with the VISA Switch for VAN transactions.

III. Licensee desires to use the systems, computers, and communication 
facilities of MPS to interface with the VISA Switch to allow the 
participation in VAN of its cash disbursement automated teller machines 
and/or scrip dispensers and/or other devices (collectively referred to as 
"ATM").

IV.  Licensee warrants that it has VISA approval to participate in VAN.

NOW, THEREFORE, in consideration of the foregoing recitals and of mutual 
promises hereinafter set forth, the parties agree as follows:

A.  DEFINITIONS

For the purposes of this Agreement, the following terms shall mean:

BY-LAWS means the Visa U.S.A. Inc. By-Laws/Operating Regulations as amended 
from time to time.

CORRESPONDING MEMBER CENTER ("CMC") means the processing center directly 
connected to MPS, which should be the Licensee's data center, MPS or a third 
party processor.

MEMBER means an organization that is a Member, or other entity as those terms 
are defined in the By-Laws and who is authorized to participate in VAN.

OPERATING RULES means the Visa U.S.A. Inc. By-Laws/Operating Regulations and 
the Visa International Operating Regulations as amended from time to time.

VISA DOCUMENTATION means the sections of the By-Laws, Operating Rules, and 
other rules, regulations and procedures (including MPS standards) determined 
by MPS to be relevant to and affecting the Gateway Services from time to time.

VISA SWITCH means the computer-based system provided by VISA in accordance 
with the Operating Rules for VAN.

Except for the terms defined above, the capitalized terms herein shall have 
the same meanings as ascribed to them in the Agreement or the Definitions and 
General Services Addendum. In the event of a conflict between the Agreement 
and this Addendum, this Addendum shall control.

B.  TERM

The term of this Addendum shall commence on October 1, 1998, and shall 
continue for a term of _______ years from the 1st day of the calendar month 
following the above date or the date MPS has received notice from VISA of its 
acceptance of Licensee as a Member or the date of Licensee's conversion to 
MPS for Gateway Services ("Initial Term") whichever event shall later occur. 
Except as hereafter provided, unless either party gives notice to the other 
party at least 120 days prior to the expiration of any term, the Agreement 
and this Addendum shall be automatically extended for additional periods 
equal to the Initial Term.

C.  SERVICES AND FEES

GATEWAY SERVICES shall mean the data processing systems and procedures 
provided by MPS to facilitate ATM sharing in VAN between Licensee and/or 
other Members. Other Members' VAN transactions initiated at Licensee's 
terminals and received by MPS from Licensee's CMC are routed to the VISA 
Switch or, at the option of MPS, routed directly to another Member.

                                     1-FU
<PAGE>

MPS is the message processing entity positioned between the Licensee and the 
VISA Switch or other Members. The transaction record format between the 
Licensee's CMS and MPS will be the MPS version of ANSI X9.2 or such other 
format as may be mutually agreed upon between MPS and Licensee.

Licensee agrees to pay the following fees for the Gateway Services set forth 
below:

1)  Set Up Fee                                                             $500
    Disconnect Fee                                                         $500

2)  Monthly Assessment Fee                                           $150/month

3)  Documentation Fee
     - VISA Documentation                                              $75/copy
     - Amendments/Supplements                                          $50/copy

4)  Adjustment Fee $5.00/adjustment (plus current VAN adjusted fees)
    This fee applies to every VAN adjustment submitted by or received 
    by MPS on behalf of Member institutions

5)  VAN Fees All VAN and/or VISA fees, assessments, and penalties (excluding 
VAN adjustment fees which are included as part of the fees charged to 
Licensee under Sections C.1 through C.4)

Licensee acknowledges and agrees that VISA will pay interchange ad other fees 
to MPS or Fifth Third for all Licensee's VAN acquirer transactions. MPS will 
pay Licensee the applicable Van acquirer interchange fee each time a VAN 
transaction by a cardholder of another Member is authorized and completed or 
denied on a terminal of Licensee provided VISA pays MPS for such 
transactions. Licensee agrees to pay MPS $.07 per every Licensee's acquirer 
transaction processed by MPS in connection with the Gateway Services. All 
interchange fees in this paragraph shall be reduced by any third party switch 
or surcharge fee assessed to MPS or Fifth Third.

D.  GENERAL PROVISIONS

1)  MPS will process Licensee as a Member in accordance with the procedures 
set out in the By-Laws and Operating Rules and MPS's standards.

2)  Licensee agrees to accept lesser interchange fees for VAN transactions 
initiated on its terminals by cardholders of other MPS customers which have 
similar "least cost method" arrangements with MPS. If MPS chooses to use the 
"least cost method," MPS will make available the applicable rates from time to 
time.

3)  Licensee hereby agrees to take all steps as may reasonably be necessary 
to settle with MPS for VAN transactions involving its terminals.

4)  MPS will provide Licensee within 30 days of the effective date of this 
Addendum a copy of the VISA Documentation in effect on the date of this 
Agreement. Licensee also understands that such documentation may be amended 
from time to time. Licensee agrees to review the VISA Documentation upon 
receipt thereof and to abide by and fully comply with the VISA Documentation 
as may be in effect from time to time, and to perform and fulfill any and all 
obligations and responsibilities, and discharge any and all duties and 
liabilities, relating to MPS, VISA or its Members to which it may be subject 
in accordance with such VISA documentation, By-Laws, Operating Rules, or 
resolutions adopted by the VISA Board of Directors, or which may arise in any 
other manner or from any other source related to the Gateway Services.

5)  Licensee agrees that, upon request of MPS, it will periodically provide 
to MPS certification in writing of its compliance with all VISA Operating 
Rules applicable to Licensee, or to MPS as processor for Licensee, and with 
the VISA Documentation.

6)  License will provide personnel, one of whom shall be a management level 
technical interface person, to monitor, oversee and maintain its 
participation in VAN. Form time to time, MPS will require communication with 
Licensee's personnel, and Licensee agrees to provide names, telephone 
number(s), and schedules of such personnel throughout the period of the 
Licensee's membership in VAN.

7)  MPS will make available to Licensee activity files in a MPS format of its 
VAN transactions, unless similar information is provided by MPS through other 
services provided to Licensee.
                                     2-FU
<PAGE>

8)  MPS will not provide: (i) routing of activity files received from VISA to 
Licensee; (ii) paper based adjustments; or (iii) any other files or reports 
not specifically described above.

9)  Licensee agrees to allow the auditors of MPS or VISA to review the files 
held and procedures followed by Licensee in connection with the Gateway 
Services.

10) Licensee agrees to be responsible for all direct and indirect costs 
(including but not limited to those incurred by MPS) in connection with 
and/or related to Licensee's conversion from MPS at the termination of this 
Addendum and/or related to any conversion by Licensee in connection with its 
CMC after Licensee's initial conversion to MPS.

E.  INDEMNIFICATION

Licensee has or will execute the Visa ATM Acquirer Compliance Form and the 
Visa ATM Service Confirmation Form and other required VAN forms which may 
change from time to time with VISA. Licensee agrees to pay all fees, 
assessments and penalties as they are currently in effect or may be changed 
from time to time, imposed by VISA, whether billed directly to Licensee by 
VISA or through MPS or Fifth Third. MPS may allocate any such fees, fines, 
assessments or penalties in such manner as it deems advisable in its sole 
discretion. Licensee agrees to indemnify and hold harmless, MPS, its 
officers, employees, affiliates and agents, from and against any losses, 
damages, fees, fines, penalties and expenses, including reasonable legal and 
accounting fees and expenses, that MPS, its officers, employees, affiliates 
and agents may incur as a result of Licensee's failure to comply with any 
provision of the VISA Documentation, the Agreement or this Addendum or for 
any other reason in connection with the Gateway Services provided hereunder, 
whether incurred by or as a result of the action or failure of the act of MPS 
or Licensee, or their agents. This indemnification shall survive the 
termination of the Agreement and/or to this Addendum.

F.  MODIFICATION

In the event of any changes or modifications to the VISA Documentation which 
affect the responsibilities of a Member, MPS may amend this Agreement upon 30 
days prior written notice to Licensee. MPS may change the fees and charges at 
any time upon a minimum of 30 days prior written notice to Licensee. In the 
event such change in fees is in excess of the limit set forth in the 
Agreement, the Licensee shall have the right to terminate this Addendum by 
giving written notice thereof within 30 days after the date of notice of 
change in fees and charges from MPS. Simultaneously therewith, Licensee shall 
give the necessary notice to VISA of termination of its membership in VISA as 
a Member. Termination of this Addendum shall be effective the later of 30 
days from receipt by MPS of notice of termination, or the effective date of 
termination as set by VISA, but in no event later than 6 months from the date 
of Licensee's notice of termination.

THE PARTIES ACKNOWLEDGE THAT THE MASTER DATA PROCESSING AGREEMENT BETWEEN 
THEM, AS SUPPLEMENTED BY THIS AND OTHER ADDENDA, SET FORTH THE COMPLETE AND 
EXCLUSIVE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SERVICES PROVIDED 
AND UNLESS SPECIFICALLY PROVIDED FOR IN THIS ADDENDUM, THE SERVICES DESCRIBED 
HEREIN SHALL NOT INCLUDE ANY OF THE SERVICES OUTLINED IN THE DEFINITIONS AND 
GENERAL SERVICES ADDENDUM OR OTHER ADDENDA WHICH MAY BE A PREREQUISITE FOR 
THE SERVICES DESCRIBED HEREIN.

MIDWEST PAYMENT SYSTEMS, INC.

By:      /s/ BARRY L. BOERSTLER
   -----------------------------------

Name:       BARRY L. BOERSTLER
     ---------------------------------

Title:     SENIOR VICE PRESIDENT
      --------------------------------

Date:           NOV 30, 1998
     ---------------------------------


LICENSEE: HERITAGE OAKS BANK

By:      /s/ LAWRENCE P. WARD
   -----------------------------------

Name:       LAWRENCE P. WARD
     ---------------------------------

Title:         PRESIDENT
      --------------------------------

Date:          11-30-1998
     ---------------------------------






                                     3-FU

<PAGE>

                 ADDENDUM KU TO MASTER DATA PROCESSING AGREEMENT
        DISCOVER CARD GATEWAY SERVICES -- SPONSORED ATM ACQUIRER MEMBER

This Agreement shall be an Addendum to the Master Data Processing Agreement 
(the "Agreement"), dated October 1, 1998 between HERITAGE OAKS BANK 
("Licensee"), having its principal offices at 545 Twelfth Street, Paso 
Robles, CA 93446, and MIDWEST PAYMENT SYSTEMS, INC. ("MPS").

I.   MPS has entered into an agreement with Discover Card Services, Inc. 
and/or NOVUS Services, Inc. (collectively and individually "DCSI"), where MPS 
can make available to DCSI cardholders certain ATMs operated or accessed 
through MPS systems, computers, and communications to obtain cash.

II.  MPS has the systems, computers and communications necessary to allow it 
to interface with the DCSI Switch to accept credit and automated teller 
machine access cards issued by DCSI ("Discover Cards").

III. License desires to use the systems, computers, and communication 
facilities of MPS to interface with the DCSI Switch to allow Discover Card 
transactions at its cash disbursement automated teller machines and/or scrip 
dispensers and/or other devices (collectively referred to as "ATMs").

IV.  MPS is willing to provide Gateway Services to Licensee, as more fully 
described herein, subject to the following terms and conditions.

NOW, THEREFORE, in consideration of the foregoing recitals and of mutual 
promises hereinafter set forth, the parties agree as follows:

A. DEFINITIONS

For the purposes of this Agreement, the following terms shall mean:

AGENT PROCESSOR CENTER ("APC") means MPS, which is the processing center 
directly connected to the DCSI Switch.

CORRESPONDING MEMBER CENTER ("CMC") means the processing center directly 
connected to MPS, which could be the Licensee's data center, MPS or a third 
party processor.

DIRECT MEMBER is an institution (including MPS) which has entered into an 
agreement with DCSI to accept Discover Card transactions at ATMs owned, 
operated, controlled, or gatewayed by it through the APC.

DCSI DOCUMENTATION means the Operating Rules and other rules, regulations and 
procedures (including MPS standards) determined by MPS to be relevant to and 
affecting the Gateway Services from time to time.

DCSI SWITCH means the computer-based system provided by DCSI to interface 
electronically with Members' ATMs or their files for the purpose of 
processing Discover Card transactions.

MEMBER is a Direct and/or Sponsored Member.

OPERATING RULES means MPS's regulations and standards determined to be 
relevant to and affecting Gateway Services which may change from time to time 
and the procedures set out in MPS's agreement with DCSI to allow MPS to 
provide ATM access to Discover Cards.

SPONSORED MEMBER is an institution which can accept Discover Card 
transactions at ATMs owned, operated, controlled, or gatewayed by it through 
the APC because of its sponsorship through a Direct Member and subsequent 
authorization by DCSI to be a Participant, as such term is defined in the 
agreement between MPS and DCSI to provide ATM access to Discover Cards.

Except for the terms defined above, the capitalized terms herein shall have 
the same meanings as ascribed to them in the Agreement or the Definitions and 
General Services Addendum. In the event of a conflict between the Agreement 
and this Addendum, this Addendum shall control.

B. TERM

The term of this Addendum shall commence on October 1, 1998, and shall 
continue for a term of _____ years or until the termination of the agreement 
between MPS and DCSI to provide ATM access to Discover Cards (whichever event 
shall earlier occur) from the 1st day of the calendar month following the 
above date or the date of DCSI's acceptance of Licensee as a Sponsored 
Member through MPS as the Direct Member or the date of Licensee's conversion 
to MPS for Gateway Services ("Initial Term"), whichever event shall later 
occur. Except as hereafter provided, unless either party gives notice to the 
other party at least 120 days prior to the expiration of any term, the 
Agreement and this Addendum shall be automatically extended for additional 
periods equal to the Initial Term.

                                    1-KU
<PAGE>

C. SERVICES AND FEES

GATEWAY SERVICES shall mean the data processing systems and procedures provided 
by MPS to facilitate ATM sharing between Licensee and Discover Cards. 
Discover Card transactions initiated at Licensee's terminals and received by 
MPS from Licensee's CMC are routed to the DCSI Switch.

MPS is the message processing entity positioned between the Licensee and the 
DCSI Switch or other Members. The transaction record format between the 
Licensee's CMC and MPS will be the MPS version of ANSI X9.2 or such other 
format as may be mutually agreed upon between MPS and Licensee.

Licensee agrees to pay the following fees for the Gateway Services set forth 
below:

1) Set Up Fee                                                           $500
   Disconnect Fee                                                       $500

2) Monthly Assessment Fee                                         $150/month

3) Documentation Fees

     -DCSI Documentation                                            $75/copy
     -Amendments/Supplements                                        $50/copy

4) Adjustments                                              $5.00/adjustment

This fee applies to every DCSI adjustment submitted by or received by MPS on 
behalf of Member Institutions.

Licensee acknowledges and agrees that DCSI will pay interchange and other fees 
to MPS for all Discover Card transactions and in turn MPS will pay Licensee 
$.65 each time a Discover Card cash withdrawal transaction is authorized and 
completed on an ATM of Licensee, $.25 each time a Discover Card inquiry 
transaction is authorized and completed on an ATM of Licensee and $.25 each 
time a Discover Card transaction is denied on an ATM of Licensee provided 
DCSI pays MPS for such transactions. Licensee agrees to pay MPS $.07 per 
every DCSI acquirer transaction processed by MPS in connection with the 
Gateway Services.

D. GENERAL PROVISIONS

1)  MPS will process Licensee as a Sponsored Member in accordance with the 
procedures set out in the Operating Rules and its agreement with DCSI.

2)  Licensee hereby agrees to take all steps necessary to settle with MPS for 
Discover Card transactions involving its terminals.

3)  MPS will provide Licensee within 30 days of the effective date of this 
Addendum a copy of the DCSI Documentation in effect on the date of this 
Agreement. Licensee agrees to abide by and fully comply with the DCSI 
Documentation as may be in effect from time to time, and to perform and 
fulfill any and all obligations and responsibilities, and discharge any and 
all duties and liabilities, relating to MPS, DCSI or Members to which it may 
be subject in accordance with such DCSI Documentation, Operating Rules, or 
resolutions adopted by the DCSI Board of Directors, or which may arise in any 
other manner or from any other source related to the Gateway Services.

4)  Licensee agrees that, upon request by MPS, it will periodically provide 
to MPS certification in writing of its compliance with all Operating Rules 
applicable to Licensee, or to MPS as processor and sponsor for Licensee, and 
with DCSI Documentation.

5)  Licensee will provide personnel, one of whom shall be a management level 
technical interface person, to monitor, oversee and maintain its 
participation with DCSI. From time to time, MPS will require communication 
with Licensee's personnel, and Licensee agrees to provide names, telephone 
number(s), and schedules of such personnel throughout the period of the 
Licensee's membership with DCSI.

6)  MPS will make available to Licensee activity files in a MPS format of its 
DCSI transactions, unless similar information is provided by MPS through 
other services provided to Licensee.

7)  MPS will not provide: (i) routing of activity files received from DCSI to 
Licensee; or (ii) any other files or reports not specifically described above.

8)  Licensee agrees to allow the auditors of MPS or DCSI to review the files 
held and procedures followed by Licensee in connection with the Gateway 
Services.

                                    2-KU
<PAGE>

9)  Licensee shall be responsible for communicating with and making any 
necessary reconciliation or adjustments in accordance with the DCSI 
Documentation.

10) Licensee authorizes MPS to notify DCSI in writing of its desire to become 
a Sponsored Member through sponsorship by MPS. Licensee also authorizes MPS 
to provide DCSI with such information about Licensee as may be required by 
DCSI and the Operating Rules.

11) Licensee agrees to display the Discover Card and/or NOVUS Services, Inc. 
trademark according to the DCSI documentation except where explicitly 
prohibited by national and/or regional networks in which Licensee 
participates.

12) Licensee agrees to be responsible for all direct and indirect costs 
(including but not limited to those incurred by MPS) in connection with and/or 
related to Licensee's conversion from MPS at the termination of this 
Addendum and/or related to any conversion by Licensee in connection with its 
CMC after Licensee's initial conversion to MPS.

E. INDEMNIFICATION

Licensee agrees to pay all fees, assessments and penalties as they are 
currently in effect or may be changed from time to time, imposed by DCSI, 
whether billed directly to Licensee by DCSI or through MPS or its agents or 
affiliates. MPS may allocate any such fees, fines, assessments or penalties 
in such manner as it deems advisable in its sole discretion. Licensee agrees 
to indemnify and hold harmless, MPS, its officers, employees, affiliates and 
agents, from and against any losses, damages, fees, fines, penalties and 
expenses, including reasonable legal and accounting fees and expenses, that 
MPS, its officers, employees, affiliates and agents may incur as a result of 
Licensee's failure to comply with any provision of the DCSI Documentation, 
the agreement between DCSI and MPS, the Agreement or this Addendum or for any 
other reason in connection with the Gateway Services provided hereunder, 
whether incurred by or as a result of the action or failure to act of MPS or 
Licensee, or their agents. This indemnification shall survive the termination 
of the Agreement and/or this Addendum.

F. MODIFICATION 

In the event of any changes or modifications to the DCSI Documentation which 
affect the responsibilities of a Member, MPS may amend this Agreement upon 30 
days prior written notice to Licensee. MPS may change the fees and charges at 
any time upon a minimum of 30 days prior written notice to Licensee. In the 
event such change in fees is in excess of the limit set forth in the 
Agreement, the Licensee shall have the right to terminate this Addendum by 
giving written notice thereof within 30 days after the date of notice of 
change in fees and charges from MPS. Simultaneously therewith, termination of 
this Addendum shall be effective the later of 30 days from receipt by MPS of 
notice of termination, or the effective date of termination as set by DCSI, 
but in no event later than 4 months from the date of Licensee's notice of 
termination.

THE PARTIES ACKNOWLEDGE THAT THE MASTER DATA PROCESSING AGREEMENT BETWEEN 
THEM, AS SUPPLEMENTED BY THIS AND OTHER ADDENDA, SET FORTH THE COMPLETE AND 
EXCLUSIVE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SERVICES PROVIDED 
AND UNLESS SPECIFICALLY PROVIDED FOR IN THIS ADDENDUM, THE SERVICES DESCRIBED 
HEREIN SHALL NOT INCLUDE ANY OF THE SERVICES OUTLINED IN THE DEFINITIONS AND 
GENERAL SERVICES ADDENDUM OR OTHER ADDENDA WHICH MAY BE A PREREQUISITE FOR 
THE SERVICES DESCRIBED HEREIN.

MIDWEST PAYMENT SYSTEMS, INC.

By:/s/ Barry L. Boerstler
   -----------------------------
Name:  Barry L. Boerstler
     ---------------------------
Title: Senior Vice President
      --------------------------
Date:     Nov 30 1998
      --------------------------

LICENSEE:  HERITAGE OAKS BANK

By:/s/ Lawrence P. Ward
   -----------------------------
Name:  Lawrence P. Ward
     ---------------------------
Title: 
      --------------------------
Date:  
     ---------------------------


                                    3-KU



<PAGE>

                                                                 EXHIBIT 99.4
                                       
                ADDENDUM NA TO MASTER DATA PROCESSING AGREEMENT
                        INTERCEPT AND PROCESSOR SERVICES

This Agreement shall be an Addendum to the Master Data Processing Agreement 
(the "Agreement"), dated October 1, 1998 between HERITAGE OAKS BANK 
("Customer"), having its principal offices at 545 Twelfth Street, Paso 
Robles, CA 93446, and MIDWEST PAYMENT SYSTEMS, INC. ("MPS"). Customer is a 
member of the _________________________________________________ ("Network").

1.  Customer desires to contract with MPS to provide the systems, computers 
and communications necessary to allow it to operate Customer authorized 
terminals to acquire transactions for Customer, Member Institutions and 
others, and to accept those transactions for processing and authorization.

NOW, THEREFORE, in consideration of the foregoing recitals and of mutual 
promises hereinafter set forth, the parties agree as follows:

A. DEFINITIONS

For the purposes of this Agreement, the following terms shall mean:

MEMBER INSTITUTION shall mean any financial institution such as a bank, 
thrift or credit union which is authorized by the Network to participate in 
the Network.

NETWORK SWITCH shall mean the data processing servicer authorized by the 
Network which may be used to route transactions between providers of 
intercept services and processor services.

Except for the terms defined herein, the capitalized terms herein shall have 
the same meanings as ascribed to them in the Agreement or the Definitions and 
General Services Addendum as may be published by MPS from time to time. In 
the event of a conflict between the Agreement and this Addendum, this 
Addendum shall control.

B.  TERM

The term of this Addendum shall commence October 1, 1998, and shall continue 
for a term of ___ years from the 1st day of the calendar month following the 
above date or the date of Customer's conversion to MPS for Intercept and 
Processor Services ("Initial Term") whichever event shall later occur. Except 
as hereafter provided, unless either party gives written notice to the other 
party at least 120 days prior to the expiration of any term, the Agreement 
and this Addendum shall be automatically extended for additional periods 
equal to the Initial Term.

C.  INTERCEPT AND PROCESSOR SERVICES AND FEES

INTERCEPT SERVICES shall mean the data processing systems and procedures 
provided by MPS to operate Customer authorized terminals to acquire 
transactions for Customer, Member Institutions, non-Network members, and 
others as authorized by Customer or MPS. Transactions performed on Customer's 
terminals by Customer's cardholders shall be processed by MPS using Processor 
Services. All other acquired transactions shall be routed, at the option of 
MPS, to the Network Switch, to Member Institutions, to MPS or to other 
servicers.

PROCESSOR SERVICES shall mean the data processing systems and procedures 
provided by MPS to accept and authorize EFT transactions including ATM 
transactions in accordance with the stand MPS options selected by Customer. 
Customer's EFT transactions may be routed to MPS from Customer, the Network 
Switch, Member Institutions, non-Network members, MPS and others. Such 
routing shall be determined by MPS.

The transaction record format between the Customer and MPS will be the MPS 
version of ANSI X9.2 or such other format as may be mutually agreed upon 
between MPS and Customer.

Customer agrees to pay the following fees for the Intercept and Processor 
Service set forth below:

1.  ATM Access Fees
    (tiering cumulative)
    -  0 - 15 ATMs                                                $125/ATM/month
                                   (subject to a maximum fee of $1,537.50/month)
 
    -  16 - 25 ATMs                                                $75/ATM/month
                                    (subject to a maximum fee of $1,537.50/month
                                   and subject to a maximum fee of $1,600/month)
 
                                    1-NA

<PAGE>

    -  26 and above ATMs                                           $50/ATM/month
                                      (subject to a minimum fee of $1,600/month)
 
2.  ATM Site Preparation Fees
 
   a)  Off-Site Support and Consulting                                  $500/ATM
       - ATM installation consulting
       - Sample site configuration
       - Power requirements
       - Cost effectiveness consulting
       - Contractor consulting
       - Order communications equipment and lines
       - ATM vendor consultation
       - Off-site troubleshooting
 
    b) On-site ATM Support                                   $500/ATM/site visit
       - Installation of modems                                    plus expenses
       - On-site ATM connection
       - On-site troubleshooting
 
3.  Transaction Fees
 
Intercept and Processor transaction fees are assessed to Customer for all
cardholder and ATM transactions. Intercept and Processor transaction fees are in
addition to gateway, surcharge and other transaction fees assessed under this or
other Addenda. Customer can choose one of three available options for each card
type:
 
Option X - Remote Authorization. MPS receives the transaction, processes the
transaction in a partial fashion and switches the transaction to a remote data
center for account authorization. Local account balances are not resident at
MPS.
 
Option Y - Limits. MPS receives the transaction and provides independent
authorization based on card limits established by Customer. Account level
balance authorization is not available.
 
Option Z - Relational Data Base. MPS receives the transaction and provides
authorization services at both the card level and account level. Cross
referencing is provided between the cardholder name, card number and various
cardholder accounts. Local account balances may be updated via CRT or batch EFT
extract updating. The transaction can optionally be switched to a remote data
center for account authorization.
 
a)  All Transactions
    (tiering cumulative)
 
    - 0 - 75,000 transactions                                  $.065/transaction
                                      (subject to a maximum fee of $4,400/month)
 
    - 75,001 - 150,000 transactions                           $.0525/transaction
                                       (subject to a minimum fee of $4,400/month
                                   and subject to a maximum fee of $7,300/month)
 
    - 150,001 and above transactions                           $.045/transaction
                                      (subject to a minimum fee of $7,300/month)
 
b)  Positive Balance Authorization Surcharge                   $.035/transaction
    (for all cardholder transactions involving Option Z)
 
c)  Stand-in Processing Surcharge
 
    - Stand-in Transaction Fee Surcharge
      Assessed in addition to the Transaction Fees for:
      1) all cardholder transactions processed under Options
      Y and Z, and 2) all cardholder transactions involving
      Option X only when stand-in is active for Customer.       $.03/transaction
 
                                     2-NA

<PAGE>

4.  Card Management (Cluster) Services
 
    a) Plastic debt or credit card file
         One Cluster for each plastic or plastics
         with the same account number.
 
         - Multiple types of plastics
           Network ATM card
           Visa
           MasterCard
         - Multiple account authority
           Inquiry
           Withdrawal/debit
           Deposit/credit
           Overdraft
     -  Multiple accounts per plastic (10 per account type)
         Demand Deposit
           Savings
           Installment Loan
           Visa and MasterCard Debit/Credit cards
           Certificate of Deposit, including IRA
           Mortgage Loan
           Revolving Credit account
     -  External PIN validation (no algorithm)
     -  Online transaction history
     -  Authorization limits by Customer or cardholder
     -  Disk space for cluster file
     -  Card limits
     -  Card status
 
     All Cards
     (tiering cumulative)
 
     - 0 - 25,000 cards                                  $.05/card cluster/month
                                      (subject to a maximum fee of $1,100/month)
 
     - 25,001 - 50,000 cards                           $.0375/card cluster/month
                                       (subject to a minimum fee of $1,100/month
                                   and subject to a maximum fee of $1,550/month)
 
     - 50,001 and above cards                           $.025/card cluster/month
                                      (subject to a minimum fee of $1,500/month)
 
    b) Cluster File Extension Support
       - Customer name and address file
       - CRT lookup by customer name or card number
       - Cross referencing customer name to multiple card files
       - Batch updating ability for cluster file
           For Option X and Y                                 $.02/cluster/month
           For Option Z                                                      N/C
 
    c) Account File Residency (Option Z)                      $.02/account/month
 
    d) CRT File Updates                                       $.05/update
 
    e) Cluster PIN Validation transaction fee surcharge.
       Applies to cluster file when PIN is derived from the card
       track II data using a software algorithm and, optionally,
       a key. All plastics in each card type must use the
       same algorithm.                                          $.01/transaction
 
                                       
                                     3-NA


<PAGE>

5.  Interface and Setup Fees
 
    Setup fees apply whenever a new card or account type is added as well as 
    when the magnetic stripe track II data account number format or the account
    file numbering scheme changes. Setup fees also apply in the Customer 
    converts among options X, Y and Z.
 
    a) Customer Setup Fee                                                $5,000
 
At Customer's conversion to MPS, this fee shall include one Remote 
Authorization interface as defined in Section C.5.e herein below if 
applicable.
 
    b) Card Management file setup fee                                        N/C
 
    c) Card Management file conversion fee
       - Cluster (card) file                                    $1,000/card type
       - Name and Address file for Options X and Y                   $1,000/file
       - Name and Address file for Option Z                                  N/C
       - Account file for Option Z                                   $1,000/file
 
    d) Card Management PIN Validation setup
       - Existing algorithm                                           $1,000/BIN
       - New algorithm                                                $3,000/BIN
 
    e) Remote authorization interface from MPS                  
       to each account authorization Data Center                $5,000/Interface
       in standard MPS format.
 
    f) Remote authorization interface from MPS             Standard hourly rate/
       Processor to each account authorization                         Interface
       Data Center using non-standard MPS format.
 
6.  Stand-in Processing Residency Fees
    (applicable when clusters not maintained at MPS)
 
    a. File residency (allowance of a combined                   $200/file/month
       total of 5000 positive, VIP and
       negative records included)
 
    b. File residency extension for combined                   $.05/record/month
       total of positive, VIP and negative
       records in excess of 5000 per Processor
 
    c. CRT file updates                                              $.05/update
 
    d. File refresh/synchronization
       - First run per month                                                 N/C
       - Additional runs each month                                      $50/run
 
    e. File transmission via RJE                                       $150/file
 
    f. File setup                                                    $1,000/file
 
D.  NETWORK ACCESS SERVICES
 
The access service fees for the Network include MPS' initial installation and
recurring maintenance fees associated with Customer's interface to the Network
Switch under current Network's standards. These fees do not include any network
fees assessed to Customer or to MPS as a result of Customer's participation in
the Network.


                                     4-NA
                                       
<PAGE>

<TABLE>
<CAPTION>
                                 
NETWORK                        SETUP FEE    MONTHLY ACCESS FEE
-------                        ---------    ------------------
<S>                            <C>          <C>
Alert                            $3,000         $250/month
Bank Mate                        $3,000         $250/month
Gulfnet                          $3,000         $250/month
MAC (East or West)               $3,000         $250/month
Magic Line                       $3,000         $250/month
MOST                             $3,000         $250/month
Money Station                    $3,000         $250/month
InfiNet (NYCE)                   $3,000         $250/month
Presto                           $3,000         $250/month
Pulse                            $3,000         $250/month
Rock Valley (EFTI)               $3,000         $250/month
STAR                             $6,000         $300/month
Southeast Switch
    (HONOR)                      $5,000         $250/month
Other                            Quoted         Quoted
</TABLE>
 
E.  OTHER SERVICES AND FEES
 
1.  Online Adjustment System Fees                                      $75/month
 
    a)  File residency                                               $.10/update
 
    b)  CRT file updates                                                    $300
 
    c)  File setup
 
2.  Online Deposit System (DEPSI) Fees
 
    a)  File residency                                                       N/C
 
    b)  CRT file updates                                             $.10/update
 
    c)  File setup                                                           N/C
 
3.  Communication Controller Access Fees
 
    a)  Remote Authorization Data Center
        less than or equal to 9600 Baud
        - Private Use Port                                       $250/port/month
        - Shared Use Port                                        $125/port/month
 
    b)  RJE point-to-point port -
        less than or equal to 9600 Baud                          $150/port/month
 
    c)  Private multi-drop (CRT, RJE) line -
        less than or equal to 9600 Baud                          $150/port/month
 
    d)  Dial-up devices (CRT, RJE)                              $35/device/month
 
    e)  Other                                                             Quoted
 
4.  Telecommunication Setup and Access Fees
 
    a)  RJE setup fee
       - Standard Electronic Transmission using
         IBM Standard Remote Job Entry                        $1,000/destination
 
    b)  RJE access fee
        - First destination                                                  N/C
        - Additional destinations                       $1,000/destination/month


                                     5-NA


<PAGE>

    c)  CRT access fee
        - first two CRTs plus additional CRT up to                           N/C
          the number of Customer ATMs connected to MPS
        - Additional CRTs                                          $25/CRT/month
 
    d)  ATM definition fee                                              $160/ATM
                                            (subject to a $640 minimum/requests)
 
5.  Other Fees
 
    a)  Microfiche reporting                               $2.20/microfiche page
 
    b)  Federal Reserve Settlement                                   $7.00/month
 
    c)  ATM monitoring & dispatching                            $21.00/month/ATM
 
    d)  RJE Usage Fees
        - Lease Line Usage                                  $.001297/transaction
        - Dial-up Usage                                     $.003674/transaction
 
    e)  Other Services                                                    Quoted
 
6.  MPS Standards
 
    Customer shall be entitled to one copy of the MPS Standards and updates as
    published from time to time as it relates to Intercept Services and 
    Processor Services provided herein.
 
G.  REPORTS AND SETTLEMENT
 
    MPS will provide Customer standard MPS reports for the services provided to
    Customer. MPS will debit or credit Customer's accounts to settle monetary
    transactions. Reports and settlement procedures are defined in the 
    Standards.
 
H.  SERVICES AND EXPENSES NOT PROVIDED BY MPS
 
    Certain services and expenses will be the sole responsibility of Customer
    and include but are not limited to the following:
 
1.  External costs for interchange settlement.
 
2.  Individual terminals, modems, upgrades, modem sharing devices, etc.
 
3.  Data entry of account balances, maintenance data, etc.
 
4.  Communications lines, equipment, installation and maintenance costs to the
    MPS Communications Controller.
 
5.  Costs associated with maintaining and implementing all software and hardware
    necessary to interface to MPS in accordance with Network and MPS standards.
    This includes communication drop charges, modems and lines to the MPS data
    center and for disaster backup capability and any MPS communication
    equipment necessary to support Customer's unique operating environment,
    including but not limited to protocol converters. MPS is not responsible for
    terminal upgrades required to meet Network and MPS standards.
 
6.  Costs incurred by PMS Network Control for contacting Customer, processors,
    terminal owners and response teams in performing the Services.
 
7.  Verification of network settlement, proving of deposits and handling of
    exception items.
 
8.  Physical magnetic tape or disk file output for Customer use.
 
9.  Postage, printing, and courier costs associated with non-electronically
    transmitted reports, and all other postage costs associated with the
    services provided herein.
 
                                     6-NA

<PAGE>

10. Communications equipment, lines and drop or communication access charges to
    other switches.
 
11. Costs associated with RJE.
 
12. Fees assessed by Network Switch or others.
 
13. All fines, fees, assessments, inquiries, adjustments and other billings
    charged to MPS by Network, or charged to Customer as a result of MPS's
    actions or inaction, in connection with Customer's participation in the
    Network.
 
14. Costs associated with hardware and/or software changes (including but not
    limited to those of MPS) as a result of changes in Network's standards.
 
15. Customer agrees to be responsible for all direct and indirect costs
    (including but not limited to those incurred by MPS) in connection with
    and/or related to Customer's conversion from MPS at the termination of this
    Addendum and/or related to any conversion by Customer.
 
I.  INDEMNIFICATION
 
Customer agrees to participate in Network in compliance with Network's by-laws
and operating regulations and MPS's standards and this Addendum. Customer agrees
to pay all fees, assessments and penalties as they are currently in effect or
may be changed from time to time, imposed by Network, whether billed directly to
Customer by Network or through MPS. MPS may allocate any such fees, fines,
assessments or penalties in such manner as it deems advisable in its sole
discretion. Customer agrees to indemnify and hold harmless MPS, its directors,
officers, employees, affiliates and agents, from and against any losses or
damages, fees, fines, penalties and expenses, including reasonable legal and
accounting fees and expenses, incurred by MPS, its directors, officers,
employees, affiliates and agents in connection with the Intercept and Processor
Services provided hereunder, whether incurred by or as a result of the action or
failure to act by MPS or Customer, or their agents. This indemnification shall
survive the termination of the Agreement and/or this Addendum.
 
J.  MODIFICATION
 
In the event the Network changes its Network standards in any manner, MPS may,
at its option, modify this Addendum, the Intercept Services or the Processor
Services upon 30 days prior written notice to Customer, or terminate this
Addendum upon 60 days prior written notice to Customer.
 
THE PARTIES ACKNOWLEDGE THAT THE MASTER DATA PROCESSING AGREEMENT BETWEEN THEM,
AS SUPPLEMENTED BY THIS AND OTHER ADDENDA, SET FORTH THE COMPLETE AND EXCLUSIVE
AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SERVICES PROVIDED AND UNLESS
SPECIFICALLY PROVIDED FOR IN THIS ADDENDUM, THE SERVICES DESCRIBED HEREIN SHALL
NOT INCLUDE ANY OF THE SERVICES OUTLINED IN THE DEFINITIONS AND GENERAL SERVICES
ADDENDUM OR OTHER ADDENDA WHICH MAY BE A PREREQUISITE FOR THE SERVICES DESCRIBED
HEREIN.
 
MIDWEST PAYMENT SYSTEMS, INC.
 
By:    /s/ Barry L. Boerstler
       ------------------------------
Name:  Barry L. Boerstler
       ------------------------------
Title: Senior Vice President
       ------------------------------
Date:  November 30, 1998
       ------------------------------


CUSTOMER: HERITAGE OAKS BANK
 
By:    /s/ Lawrence P. Ward
       ------------------------------
Name:  Lawrence P. Ward
       ------------------------------
Title: President
       ------------------------------
Date:  November 30, 1998
       ------------------------------


                                    7-NA
<PAGE>
                                                                       0192-998
                 ADDENDUM TU TO MASTER DATA PROCESSING AGREEMENT
         AMERICAN EXPRESS NETWORK GATEWAY SERVICES - ATM ACQUIRER MEMBER

This Agreement shall be an Addendum to the Master Data Processing Agreement 
(the ("Agreement"), dated October 1, 1988 between HERITAGE OAKS BANK 
("Licensee"), having its principal offices at 545 Twelfth Street, Paso Robles, 
CA 93446 and MIDWEST PAYMENT SYSTEMS, INC. ("MPS").

I.   MPS has entered into an agreement with American Express Travel Related 
Services Company, Inc. ("AE") where MPS can make available to AE cardholders 
certain ATMs operated or accessed through MPS systems, computers, and 
communications to obtain cash.

II.  MPS has the systems, computers and communications necessary to allow it 
to interface with the AE Switch for the American Express Express Cash Program 
("AEECP").

III. Licensee desires to use the systems, computers, and communication 
facilities of MPS to interface with the AE Switch to allow the participation 
in AEECP of its cash disbursement automated teller machines and/or scrip 
dispensers and/or other devices (collectively referred to as "ATM").

IV.  MPS is willing to provide Gateway Services to Licensee, as more fully 
described herein, subject to the following terms and conditions.

NOW, THEREFORE, in consideration of the foregoing recitals and of mutual 
promises hereinafter set forth, the parties agree as follows:

A.  DEFINITIONS

For the purposes of this Agreement, the following terms shall mean:

CORRESPONDING MEMBER CENTER ("CMC") means the processing center directly 
connected to MPS, which could be the Licensee's data center, MPS or a third 
party processor.

AE DOCUMENTATION means the Operating Rules and other rules, regulations and 
procedures (including MPS standards) determined by MPS to be relevant to and 
affecting the Gateway Services from time to time.

AE SWITCH means the computer-based system provided by AE in accordance with 
the Operating Rules for AEECP.

MEMBER means an organization (including AE) authorized by AE to participate 
in AEECP.

OPERATING RULES means the American Express Funds Access Express Cash Program 
Operations Guide and American Express Funds Access Express Cash Program 
Implementation Guide as amended from time to time.

Except for the terms defined above, the capitalized terms herein shall have 
the same meanings as ascribed to them in the Agreement or the Definitions and 
General Services Addendum. In the event of a conflict between the Agreement 
and this Addendum, this Addendum shall control.

B.  TERM

The term of this Addendum shall commence October 1, 1998, and shall continue 
for a term of ____ years or until the termination of the agreement between 
MPS and AE (whichever event shall earlier occur) from the 1st day of the 
calendar month following the above date or the date of AE's acceptance of 
Licensee as a Member or the date of Licensee's conversion to MPS for Gateway 
Services ("Initial Term") whichever event shall later occur. Except as 
hereafter provided, unless either party gives notice to the other party at 
least 120 days prior to the expiration of any term, the Agreement and this 
Addendum shall be automatically extended for additional periods equal to the 
Initial Term.

C.  SERVICES AND FEES

GATEWAY SERVICES shall mean the data processing systems and procedures 
provided by MPS to facilitate ATM sharing in AEECP between Licensee and/or 
other Members. Other Members' AEECP transactions initiated at Licensee's 
terminals and received by MPS from Licensee's CMC are routed to the AE Switch 
or, at the option of MPS, routed directly to another Member.

                                      1-TU
<PAGE>

MPS is the message processing entity positioned between the Licensee and the 
AE Switch or other Members. The transaction record format between the 
Licensee's CMC and MPS version of ANSI X9.2 or such other format as may be 
mutually agreed upon between MPS and Licensee.

Licensee agrees to pay the following fees for the Gateway Services set forth 
below:

1)  Set Up Fee                                                          $500
    Disconnect Fee                                                      $500

2)  Monthly Assessment Fee
    $150/month

3)  Documentation Fees
    - AE Documentation                                              $75/copy
    - Amendments/Supplements                                        $50/copy

4)  Adjustments
    $5.00/adjustment
    This fee applies to every AEECP adjustment submitted by or received by 
    MPS on behalf of Member Institutions.

Licensee acknowledges and agrees that AE will pay interchange and other fees 
to MPS for all Licensee's AEECP acquirer transactions and in turn MPS will 
pay Licensee $.65 each time a cash withdrawal transaction by an AE cardholder 
of another Member is authorized and completed on a terminal of Licensee. 
Licensee agrees to pay MPS $.07 per every AEECP acquirer transaction 
processed by MPS in connection with Gateway Services.

D.  GENERAL PROVISIONS

1)  MPS will process License as a Member in accordance with the procedures 
set out in the Operating Rules and its agreement with AE.

2)  Licensee hereby agrees to take all steps necessary to settle with MPS for 
AEECP transactions involving its terminals.

3)  MPS will provide Licensee within 30 days of the effective date of this 
Addendum a copy of the AE Documentation in effect on the date of this 
Agreement. Licensee agrees to abide by and fully comply with the AE 
Documentation as may be in effect from time to time, and to perform and 
fulfill any and all obligations and responsibilities, and discharge any and 
all duties and liabilities, relating to MPS, AE or its Members to which it 
may be subject in accordance with such AE Documentation, Operating Rules, or 
resolutions adopted by the AE Board of Directors, or which may arise if any 
other manner or from any other source related to the Gateway Services.

4)  Licensee agrees that, upon request by MPS, it will periodically provide 
to MPS certification in writing of its compliance with all AE Operating Rules 
applicable to Licensee, or to MPS as processor for Licensee, and with the AE 
documentation.

5) Licensee will provide personnel, one of whom shall be a management level 
technical interface person, to monitor, oversee and maintain its 
participation in AEECP. From time to time, MPS will require communication 
with Licensee's personnel, and Licensee agrees to provide names, telephone 
number(s), and schedules of such personnel throughout the period of the 
Licensee's membership in AEECP.

6)  MPS will make available to Licensee activity files in a MPS format of its 
AEECP transactions, unless similar information is provided by MPS through 
other services provided to Licensee.

7)  MPS will not provide: (i) routing activity files received from AE to 
Licensee; or (ii) any other files or reports not specifically described above.

8)  Licensee agrees to allow the auditors of MPS or AE to review the files 
held and procedures followed by Licensee in connection with the Gateway 
Services.

9)  Licensee shall be responsible for communicating with and making any 
necessary reconciliation or adjustments in accordance with the AE 
Documentation.

                                     2-TU
<PAGE>

10) Licensee authorizes MPS to notify AE in writing of its desire to become a 
Member. Licensee also authorizes MPS to provide AE with such information 
about Licensee as required according to the agreement between MPS and AE and 
the Operating Rules.

11) Licensee agrees to display the AEECP trademark according to the AE 
Documentation except when explicitly prohibited by national and/or related 
networks in which Licensee participates.

12) Licensee agrees to be responsible for all direct and indirect costs 
(including but not limited to those incurred by MPS) in connection with 
and/or related to Licensee's conversion from MPS at the termination of this 
Addendum and/or related to any conversion by Licensee in connection with its 
CMC after Licensee's initial conversion to MPS.

E.  INDEMNIFICATION

Licensee agrees to pay all fees, assessments and penalties as they are 
currently in effect or may be charged from time to time, imposed by AE, 
whether billed directly to Licensee by AE or through MPS or its agents or 
affiliates in connection with Licensee's participation in AEECP. MPS may 
allocate any such fees, fines, assessments or penalties in such manner as it 
deems advisable in its sole discretion. Licensee agrees to indemnify and hold 
harmless, MPS, its officers, employees, affiliates and agents, from and 
against any losses, damages, fees, fines, penalties and expenses, including 
reasonable legal and accounting fees and expenses, that MPS, its officers, 
employees, affiliates and agents may incur as a result of Licensee's failure 
to comply with any provision of the AE Documentation, the agreement between 
AE and MPS, the Agreement or this Addendum or for any other reason in 
connection with the Gateway Services provided hereunder, whether incurred by 
or as a result of the action or failure to act of MPS or Licensee, or their 
agents. This indemnification shall survive the termination of the Agreement 
and/or this Addendum.

F.  NOTIFICATION

In the event of any changes or modifications to the AE Documentation which 
affect the responsibilities of a Member, MPS may amend this Agreement upon 30 
days prior written notice to Licensee. MPS may change the fees and charges at 
any time upon a minimum of 30 days prior written notice to Licensee. In the 
event such change in fees is in excess of the limit set forth in the 
Agreement, the Licensee shall have the right to terminate this Addendum by 
giving written notice thereof within 30 days after the date of notice of 
change in fees and charges from MPS. Simultaneously therewith, Licensee shall 
give the necessary notice to AE of termination of its membership in AE as a 
Member. Termination of this Addendum shall be effective the later of 30 days 
from receipt by MPS of notice of termination, or the effective date of 
termination as set by AE, but in no event later than 6 months from the date 
of Licensee's notice of termination.

THE PARTIES ACKNOWLEDGE THAT THE MASTER DATA PROCESSING AGREEMENT BETWEEN 
THEM, AS SUPPLEMENTED BY THIS AND OTHER ADDENDA, SET FORTH THE COMPLETE AND 
EXCLUSIVE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SERVICES PROVIDED 
AND UNLESS SPECIFICALLY PROVIDED FOR IN THIS ADDENDUM, THE SERVICES DESCRIBED 
HEREIN SHALL NOT INCLUDE ANY OF THE SERVICES OUTLINED IN THE DEFINITIONS AND 
GENERAL SERVICES ADDENDUM OR OTHER ADDENDA WHICH MAY BE A PREREQUISITE FOR 
THE SERVICES DESCRIBED HEREIN.

MIDWEST PAYMENT SYSTEMS, INC.

By:       /s/  BARRY L. BOERSTLER
   -------------------------------------
Name:        BARRY L. BOERSTLER
     -----------------------------------
Title:     SENIOR VICE PRESIDENT

Date:           NOV 30, 1998
     -----------------------------------


LICENSEE: HERITAGE OAKS BANK


By:      /s/  LAWRENCE P. WARD
   -------------------------------------
Name:         LAWRENCE P. WARD
     -----------------------------------
Title:           PRESIDENT

Date:             11-30-98
     -----------------------------------





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