EXHIBIT 10.15

                         CORPORATE RESOLUTION TO BORROW
<TABLE>
<CAPTION>
--------------- ------------ ------------ ------------ ------------ ----------- ----------- ----------
   Principal      Loan Date    Maturity     Loan No.    Call / Coll   Account     Officer    Initials
<S>             <C>          <C>          <C>          <C>          <C>         <C>         <C>
  $500,000.00    08-15-2001   02-22-2002     7001574      UNSEC
--------------- ------------ ------------ ------------ ------------ ----------- ----------- ----------
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

            Any item above containing "***" has, been omitted due to
                            text length limitations.
------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                                                   <C>
Corporation:  FNB Bancorp                             Lender:  PACIFIC COAST BANKERS' BANK
              975 El Camino Real, third Floor                  340 PINE STREET. SUITE 401
              South San Francisco, CA 94080                    SAN FRANCISCO, CA 94104
======================================================================================================
</TABLE>

WE, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

THE CORPORATION'S EXISTENCE. The complete and correct name of the Corporation is
FNB Bancorp ("Corporation"). The Corporation is a corporation for profit which
is, and at all times shall be, duly organized, validly existing, and in good
standing under and by virtue of the laws of the State of California The
Corporation is duly authorized to transact business in all other states in which
the Corporation is doing business, having obtained all necessary filings,
governmental licenses and approvals for each state in which the Corporation is
doing business. Specifically, the Corporation is, and at all limes shall be,
duly qualified as a foreign c0rporafian in all states in which the failure to so
qualify would have a material adverse effect on its business or financial
condition. The Corporation has the full power and authority to own its
properties and to transact the business in which it is presently engaged or
presently proposes to engage. The Corporation maintains an office at 975 El
Camino Real, third Floor. South San Francisco, CA 94080. Unless the Corporation
has designated otherwise in writing, the principle office is the office at which
the Corporation keeps its books and records, The Corporation will notify Lender
of any change in the location of the Corporation's principle office. The
Corporation shall do all things necessary to preserve and to keep in full force
and effect its existence, rights and privileges, and shall comply with all
regulations, rules, ordinances, statutes, orders and decrees of any governmental
or quasi-governmental authority or court applicable to the Corporation and the
Corporation's business activities.

RESOLUTIONS ADOPTED. At a meeting of the Directors at the Corporation, or if the
Corporation is a dose corporation having no Board of Directors then at a meeting
of the Corporations shareholders, duly called and held on ,at which a quorum was
present and voting, or by other duly authorized action in lieu of a meeting, the
resolutions set forth in this Resolution were adopted.

OFFICERS.  The following named persons are officers of FNB Bancorp:

<TABLE>
<CAPTION>
NAMES                      TITLES                             AUTHORIZED                ACTUAL SIGNATURES
------                     ------                             ----------                -----------------
<S>                        <C>                                <C>           <C>
Michael R. Wyman           Chairman or the Board                   Y        X
                                                                             -------------------------------------------

Paul B. Hogan              Chief Operating Officer                 Y        X
                                                                             -------------------------------------------

James B. Ramsey            Chief Financial officer                 Y        X
                                                                             -------------------------------------------
</TABLE>

ACTIONS AUTHORIZED, Any one(l) of the authorized persons listed above may enter
into any agreements of any nature with Lender, and those agreements will bind
the Corporation, Specifically, but without limitation, any one (1) at such
authorized persons are authorized, empowered, and directed to do the following
for and on behalf of the Corporation:

     Borrow Money. To borrow, as a cosigner or otherwise, from time to lime from
     Lender, an such terms as may be agreed upon between the Corporation and
     Lender, such sum or sums of money as in their judgment should be borrowed;
     however, not exceeding al any one time the amount of Five Hundred Thousand
     & 00/100 Dollars ($500,000.00), in addition to such sum or sums of money as
     may be currently borrowed by the Corporation from Lender

     Execute Notes. To execute and deliver to Lender the promissory note or
     notes, or other evidence of the Corporation's credit accommodations on
     Lender's forms, at such rates of interest and on such terms as may be
     agreed upon, evidencing the sums of money so borrowed or any of the
     Corporation's indebtedness to Lender, and also to execute and deliver to
     Lender one or more renewals, extensions, modifications, refinancings
     consolidations, or substitutions (or one or more of the notes, any portion
     of the notes, or any other evidence of credit accommodations.

     Execute Security Documents. To execute and deliver to Lender the farms of
     mortgage, deed of trust, pledge agreement, hypothecation agreement, and
     other security agreements and financing statements which Lender may require
     and which shall evidence the terms and conditions under and pursuant to
     which such liens and encumbrances, or any of them, are given; and also to
     execute and deliver to lender any other written instruments, any chattel
     paper, or any other collateral, of any kind or nature, which Lender may
     deem necessary or proper in connection with or pertaining to the giving of
     the liens and encumbrances. Notwithstanding the foregoing, any one of the
     above authorized persons may execute deliver, or record financing
     statements.

     Negotiate Items. To draw, endorse, and discount with Lender all drafts,
     trade acceptances, promissory notes, or other evidences of indebtedness
     payable to or belonging to the Corporation or in which the Corporation may
     have an interest, and either to receive cash for the same or to cause such
     proceeds to be credited to the Corporation's account with Lender, or to
     cause such other disposition of the proceeds derived therefrom as they may
     deem advisable.

     Further Acts. In the case of lines of credit, to designate additional or
     alternate individuals as being authorized to request advances under such
     lines, and in all cases, to do and perform such other acts and things, to
     pay any and all fees and costs, and to execute and deliver such other
     documents and agreements as the officers may in their discretion deem
     reasonably necessary or proper in order to carry into effect the provisions
     of this Resolution.

ASSUMED BUSINESS NAMES. The Corporation has filed or recorded all documents or
filings required by law relating to a I assumed business names used by the
Corporation. Excluding the name al the Corporation, the following is a complete
list of all assumed business names under which the Corporation does business:
None.

NOTICES TO LENDER. The Corporation will promptly notify Lender in writing at
Lender's address shown above (or such other addresses as Lender may designate
from lime to time) prior to any (A) change n the Corporation's name; (B) change
in the Corporation's assumed business name(s); (C change in the management of
the Corporation; (D) change in the authorized signer(s): (E) change in the
Corporation's principal office address: (F) conversion at the Corporation to a
new or different type of business entity; or (G) change in any other aspect of
the Corporation that directly or indirectly relates to any agreements between
the Corporation and Lender. No change in the Corporation's name will take effect
until after Lender has been notified.

CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS, The officers named above are
duly elected, appointed, or employed by or for the Corporation, as the case may
be, and occupy the positions set opposite their respective names. This
Resolution now stands of record on the books of the Corporation is in full force
and effect, and has not been modified or revoked in any manner whatsoever.
<PAGE>

                         CORPORATE RESOLUTION TO BORROW
Loan No: 7001574                    (Continued)                           Page 2
================================================================================

CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and
performed prior to the passage of this Resolution are hereby ratified and
approved- This Resolution shall be continuing, shall remain in full force and
effect and Lender may rely on it until written notice of its revocation shall
have been delivered to and received by Lender at Lender's address shown above
(or such addresses as Lender may designate from time to lime). Any such notice
shall not affect any of the Corporation's agreements or commitments in effect al
the lime notice s given.

IN TESTIMONY WHEREOF, We have hereunto set our hand and, affixed the seal of the
Corporation.

We each have read all the provisions of this Resolution, and we each personally
and on behalf of the Corporate certify that all statements and representations
made in this Resolution are true and correct. This Corporate Resolution to
Borrow is dated August 22, 2001.

                                            CERTIFIED TO AND ATTESTED BY:


              CORPORATE                         /s/ Thomas C. McGraw
                                                    Secretary
                  SEAL





NOTE: IF the officers signing this Resolution are designated by the foregoing
document as one of the officers authorized to act on the Corporation's behalf,
it is advisable to have this Resolution signed by at least one non-authorized
officer of the Corporation.
================================================================================
<PAGE>

                                 PROMISSORY NOTE
<TABLE>
<CAPTION>
--------------- ------------- ------------- -------------- -------------- --------------- ------------- ----------
   Principal      Loan Date     Maturity       Loan No.      Call / Coll     Account          Officer    Initials
<S>             <C>           <C>           <C>            <C>            <C>             <C>           <C>
  $500,000.00    08-15-2001    02-22-2002       7001574        UNSEC
--------------- ------------- ------------- -------------- -------------- --------------- ------------- ----------
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

            Any item above containing "***" has, been omitted due to
                            text length limitations.
------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                                        <C>                         <C>
Borrower:  FNB Bancorp                                                 Lender:  PACIFIC COAST BANKERS' BANK
           975 El Camino Real, third Floor                                      340 PINE STREET. SUITE 401
           South San Francisco, CA 94080                                        SAN FRANCISCO, CA 94104
==================================================================================================================

Principal Amount:  $500,000.00             Initial Rate: 7.750%                      Date of Note: August 15, 2001
</TABLE>

PROMISE TO PAY. FNB Bancorp ("Borrower") promises to pay to PACIFIC COAST
BANKERS' BANK ("Lender"), or order, in lawful money of the United States of
America, the principal amount of Five Hundred Thousand & 00/100 Dollars
($500,000.00) or so much as may be outstanding, together with interest on the
unpaid outstanding principal balance of each advance. Interest shall be
calculated tram the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued unpaid interest on February 22, 2002. Unless otherwise agreed
or required by applicable law, payments will be applied first to any unpaid
collection costs and any late charges, then to any unpaid interest, and any
remaining amount to principal. The annual interest rate for this Note is
computed on a 365/360 basis; that is, by applying the ratio at the annual
interest rate over a year of 360 days, multiplied by the outstanding principal
balance, multiplied by the actual number of days the principal balance is
outstanding. Borrower will pay Lender at Lender's address shown above or at such
other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to lime based on changes n an independent index which is the Prime Rate as
published in the Western Edition of the Wall Street Journal (the "index"). The
index is not necessarily the lowest rate charged by Lender on its loans. If the
index becomes unavailable during the term of this loan, Lender may designate a
substitute index after notice to Borrower. Lender will re I Borrower the current
index rate upon Borrower's request. The interest rate change will not occur more
often than each Day. Borrower understands that Lender may make loans based on
other rates as well. The index currently is 6.750%. The interest rate to be
applied to the unpaid principal balance of this Note will be at a rate of 1.000
percentage point over the Index, resulting in an initial rate of 7.750%. NOTICE:
Under no circumstances will the interest rate on this Note be more than the
maximum rate allowed by applicable law.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments.
Rather, early payments will reduce the principal balance due. Borrower agrees
not to send Lender payments marked "paid in full", "without recourse", or
similar language. If Borrower sends such a payment, Lender may accept ii without
losing any of Lender rights under this Note, and Borrower will remain obligated
to pay any further amount owed to Lender. All written communications concerning
disputed amounts, including any check or other payment instrument that indicates
that the payment constitutes "payment in full" of the amount owed or that is
tendered with other conditions or limitations or as full satisfaction of a
disputed amount must be mailed or delivered to: PACIFIC COAST BANKERS' BANK, 340
PINE STREET, SUITE 401, SAN FRANCISCO, CA 94104.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% of the regularly scheduled payment.

INTEREST AFTER DEFAULT. Upon Borrower`s failure to pay all amounts declared due
pursuant to this sect on, including failure to pay upon final maturity, Lender,
al its option, may, if permitted under applicable law, increase the variable
interest rate on this Note to 6.000 percentage points over the Index.

DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:

      Payment Default. Borrower fails to make any payment when due under this
      Note.

      Other Defaults, Borrower fails to comply with or to perform any other
      term, obligation, covenant or condition contained in this Note or in any
      of the related documents or to comply with or to perform any term,
      obligation, covenant or condition contained in any other agreement between
      Lender and Borrower.

      False Statements. Any warranty, representation or statement made or
      furnished to Lender by Borrower or on Borrower's behalf under this Note or
      the related documents is false or misleading in any material respect,
      either now or at the time made or furnished or becomes false or misleading
      at any time thereafter.

      Insolvency. The dissolution or termination of Borrower's existence as a
      going business, the insolvency of Borrower, the appointment of a receiver
      for any part of Borrower's property, any assignment for the benefit of
      creditors, any type of creditor workout, or the commencement of any
      proceeding under any bankruptcy or insolvency laws by or against Borrower.

      Creditor or Forfeiture Proceedings. Commencement of foreclosure or
      forfeiture proceedings, whether by judicial proceeding, self-help,
      repossession or any other method, by any creditor of Borrower or by any
      governmental agency against any collateral securing the loan. This
      includes a garnishment of any of Borrower's accounts, including deposit
      accounts, with Lender. However, this Event of Default shall not apply if
      there is a good faith dispute by Borrower as to the validity or
      reasonableness of the claim which a the basis of the creditor or
      forfeiture proceeding and if Borrower gives Lender written notice of the
      creditor or forfeiture proceeding and deposits with Lender monies or a
      surety bond) or the creditor or forfeiture proceeding, in an amount
      determined by Lender, in its sole discretion, as being an adequate reserve
      or bond for the dispute.

      Events Affecting Guarantor. Any of the preceding events occurs with
      respect to any guarantor, endorser surety, or accommodation party of any
      of the indebtedness or any guarantor, endorser, surety, or accommodation
      party dies or becomes incompetent, or revokes or disputes the validity of,
      or liability under, any guaranty other indebtedness evidenced by this
      Note. In the event of a death, Lender, at its apron, may, but shall not be
      required to, permit the guarantor's estate to assume unconditionally the
      obligations arising under the guaranty in a manner satisfactory to Lender
      and, in doing so, cure any Event of Default.

      Change In Ownership. Any change in ownership of twenty-five percent (25%)
      or more of the common stock of Borrower.

      Adverse Change. A material adverse change occurs in Borrower's financial
      condition, or Lender believes the prospect of payment or performance of
      this Note is impaired.
<PAGE>

      Cure Provisions. If any default, other than a default in payment is
      curable and if Borrower has not been given a notice of a breach of the
      same provision of this Note within the preceding twelve (12) months, it
      may be cured (and no event of default will have occurred) if Borrower,
      after receiving written notice from Lender demanding cure of such default:
      (1) cures the default within fifteen (15) days; or (2) if the cure
      requires more than fifteen (15) days, immediately initiates steps which
      Lender deems in Lender's sole discretion to be sufficient to cure the
      default and thereafter continues and completes all reasonable and
      necessary steps sufficient to produce comp lance as soon as reasonably
      practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount
 .
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay Borrower will pay Lender that amount This
includes, subject to any limits under applicable law. Lender's attorneys fees
and Lenders legal expenses, whether or not there s a lawsuit. including
attorneys. fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic slay or injunction), and appeals. Borrower also w
ii pay any court costs, in addition to all other sums provided by law.

GOVERNING LAW. This Note will be governed by, construed and enforced in
accordance with federal law and the laws of the State of California. This Note
has been accepted by Lender in the State of California.

CHOICE OF VENUE. If there s a lawsuit, Borrower agrees upon lenders request to
submit to the jurisdiction of the courts of SAN FRANCISCO County. Slate of
California.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
light of setoff in all Borrower's accounts with Lender (whether checking.
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
debt against any and all such accounts.
 .
LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under
this Note, as well as directions for payment from Borrower's accounts, may be
requested orally or in writing by Borrower or by an authorized person Lender
may, but need not. require that all oral requests be confirmed in writing.
Borrower agrees to be liable far all sums either: (A) advanced in accordance
with the instructions of an authorized person or (B) credited to any of
Borrower's accounts with Lender. The unpaid principal balance owing on this Note
at any lime may be evidenced by endorsements on this Note or by Lender.5
internal records, including daily computer printouts. Lender will have no
obligation to advance funds under this Note if: (A) Borrower or any guarantor is
n default under the terms of this Note or any agreement that Borrower or any
guarantor has with Lender, including any agreement made in connection with the
signing of this Note: (B) Borrower or any guarantor ceases doing business or is
insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit,
modify or revoke such guarantor's guarantee of this Note or any other loan with
Lender: or (D) Borrower has applied funds provided pursuant to this Note for
purpose other than those authorized by Lender.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and $ successors and assigns.

NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMEA REPORTING AGENClES.
Please notify us if we report any inaccurate information about your account(s)
to a consumer reporting agency. Your written notice describing the specific
inaccuracy(ies) should be sent to us at the following address: PACIFIC COAST
BANKERS' BANK, 340 PINE STREET, SUITE 401 SAN FRANCISCO, CA 94104.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive any
applicable statute of limitations, presentment, demand far payment, and notice
of dishonor. Upon any change in the terms of this Note. and unless otherwise
expressly slated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released from liability.
All such parties agree that Lender may renew or extend (repeatedly and for any
length of time) this loan or release any path/ or guarantor or collateral; or
impair, fail to realize upon or perfect Lender's security interest in the
collateral: and take any other action deemed necessary by Lender without the
consent of or notice to anyone. All such parties also agree that Lender may
modify this loan without the consent of or notice to anyone other than the parry
with whom the modification is made The obligations under this Note are joint and
several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIDNS OF
THIS NOTE, INCLUDING THE VARlABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECElPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:


FNB BANCORP

<TABLE>
<S>                                                       <C>
By:     /s/ Michael R. Wyman                              By:      /s/ Paul B. Hogan
    ------------------------------------------------          -----------------------------------------------
    Michael R. Wyman, Chairman of the Board of FNB            Paul B. Hogan, Chief Operating Officer of FNB
    Bancorp                                                   Bancorp


By:     /s/ James B. Ramsey
    ------------------------------------------------
    James 8. Ramsey, Chief Financial Officer of FNB
    Bancorp

==============================================================================================================
</TABLE>
<PAGE>

                             BUSINESS LOAN AGREEMENT
<TABLE>
<CAPTION>
-------------------- -------------- ------------- ---------------- ----------------- --------------- ------------- ----------
     Principal         Loan Date      Maturity       Loan No.         Call / Coll        Account        Officer     Initials
<S>                  <C>            <C>           <C>              <C>               <C>             <C>           <C>
    $500,000.00       08-15-2001     02-22-2002       7001574           UNSEC
-------------------- -------------- ------------- ---------------- ----------------- --------------- ------------- ----------
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

            Any item above containing "***" has, been omitted due to
                            text length limitations.
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                                                                         <C>
Borrower:       FNB Bancorp                                                 Lender:     PACIFIC COAST BANKERS' BANK
                975 El Camino Real, third Floor                                         340 PINE STREET. SUITE 401
                South San Francisco, CA 94080                                           SAN FRANCISCO, CA 94104
=============================================================================================================================
</TABLE>

THIS BUSINESS LOAN AGREEMENT dated August 15, 2001, is made and executed between
FNB Bancorp ("8orrower") and PACIFIC COAST BANKERS' BANK ("Lender") on the
following terms and conditions. Borrower has received prior commercial loans
horn Lender or has applied to Lender for a commercial loan or loans or other
financial accommodations, including those which may be described on any exhibit
or schedule attached to this Agreement ("Loan"). Borrower understands and agrees
that: (A) in granting, renewing, or extending any Loan, Lender is relying upon
Borrower's representations, warranties, and agreements as set forth in this
Agreement, and (B) all such Loans shall be and remain subject to the terms and
conditions of this Agreement.

TERM. This Agreement shall be effective as of August 15, 2001, and shall
continue in full force and effect until such t me as all at Borrower's Loans in
favor of Lender have been paid in full, including principal, interest, costs,
expenses, attorneys' fees, and other lees and charges, or until February 22,
2002.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's satisfaction of all of the conditions set forth in this
Agreement and n the Related Documents.

      Loan Documents. Borrower shall provide to Lender the following documents
      fat the Loan: (1) the Note; (2) together with all such Related Documents
      as Lender may require for the Loan: all in farm and substance satisfactory
      to Lender and Lender's counsel,

      Borrower's Authorization. Borrower shall have provided in form and
      substance satisfactory to Lender properly certified resolutions, duly
      authorizing the execution and delivery of this Agreement, the Note and the
      Related Documents. In addition, Borrower shall have provided such other
      resolutions. authorizations, documents and instruments as Lender or its
      counsel, may require.

      Payment of Fees and Expenses. Borrower shall have paid to Lender all fees,
      charger, and other expenses which are then due and payable as specified in
      this Agreement or any Related Document.

Representations and Warranties. The representations and warranties set forth in
this Agreement, in the Related Documents. and in any document or certificate
delivered to Lender under this Agreement are true and correct.

      No Event of Default. There shall not exist at the lime of any Advance a
      condition which would constitute an Event of Default under this Agreement
      or under any Related Document.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the dale of any renewal, extension or modification of any Loan.
and at all times any indebtedness exists:

      Organization. Borrower is a corporation for profit which is, and at all
      limes shall be, du y organized, validly existing. and in good standing
      under and by virtue of the laws of the Stale of California. Borrower is
      duly authorized to transact business in ail other stales in which Borrower
      a doing business, having obtained all necessary filings, governmental
      licenses and approvals for each state. in which Borrower is doing
      business. Specifically, Borrower is. and at all times shall be. duly
      qualified as a foreign corporation in all states in which the failure to
      so qualify would have a material adverse effect on 15 business or
      financial condition. Borrower has the full power and authority to own its
      properties and to transact the business n which it is presently engaged or
      presently proposes to engage. Borrower maintains an office al 975 El
      Camino Real, third Floor, South San Francisco, CA 94080. Unless Borrower
      has designated otherwise in writing, the principle office s the office at
      which Borrower keeps its books and records including $ records concerning
      the Collateral. Borrower will notify Lender of any change in the location
      of Borrower's principle office. Borrower shall do al things necessary to
      preserve and to keep in full force and effect its existence. rights and
      privileges, and shall comply with all regulations. rules, ordinances,
      statutes. orders and decrees of any governmental or quasi-governmental
      authority or court applicable to Borrower and Borrower's business
      activities.

      Assumed Business Names. Borrower has filed or recorded all documents or
      filings required by law relating to all assumed business names used by
      Borrower. Excluding the name of Borrower, the following is a complete list
      of all assumed business names under which Borrower does business: None.

      Authorization. Borrower's execution. deliver/. and performance of this
      Agreement and all the Related Documents have been duly authorized by all
      necessary action by Borrower and do not conflict with, result in a
      violation of, or constitute a default under (1) any provision of
      Borrower's articles of incorporation or organization, or bylaws, or any
      agreement or other instrument binding upon Borrower or (2) any law,
      governmental regulation, court decree, or order applicable to Borrower or
      to Borrower's properties.

      Financial Information. Each of Borrower's financial statements supplied to
      Lender truly and completely disclosed Borrower's financial condition as al
      the date of the statement. and there has been no material adverse change
      in Borrowers financial condition subsequent to the date of the most recent
      financial statement supplied to Lender. Borrower has no material
      contingent obligations except as disclosed in such financial statements

      Legal Effect. This Agreement constitutes, and any instrument or agreement
      Borrower s required to give under this Agreement when delivered will
      constitute legal. valid, and binding obligations of Borrower enforceable
      against Borrower in accordance with their respective terms.

      Properties. Except as contemplated by this Agreement or as
      previou5iydisClosed n Borrower's financial statements or in writing to
      Lender and at accepted by Lender and except for property tax liens for
      taxes not presently due and payable, Borrower owns and has good title to
      all of Borrower's properties free and clear of all Security Interests, and
      has not executed any security documents or financing statements relating
      to such properties. All of Borrower's properties ate titled in Borrower's
      legal name. and Borrower has not used, or flied a financing statement
      under, any other name for at least :he last live (5) years.

      Hazardous Substances. Except as disclosed to and acknowledged by Lender in
      writing. Borrower represents and warrants that (1) During the period of
      Borrower's ownership of Borrower's Collateral, there has been no use,
      generation, manufacture, storage, treatment, disposal, release or
      threatened release of any Hazardous Substance by any person on, under,
      about or from any of the Collateral. (2) Borrower has no knowledge of or
      reason to believe that there has been (a) any breach or violation of any
      Environmental Laws: (b) any use, generation, manufacture storage
      treatment, disposal, release or threatened release of any Hazardous
      Substance on, under, about or from the Collateral by any prior owners or
      occupants of any of the Collateral: or (c) any actual or threatened
      litigation or claims of any kind by any person relating to such matters.
      (3) Neither Borrower nor any tenant, contractor, agent or other authorized
      user of any of the Collateral shall use, generate. manufacture. store,
      treat dispose al or release any Hazardous Substance on, under, about or
      from any of the Collateral; and any such activity shall be conducted in
<PAGE>

                             BUSINESS LOAN AGREEMENT
Loan No: 7001574                   (Continued)                            Page 2
================================================================================

      compliance with all applicable federal, state, and local laws,
      regulations, and ordinances, including without limitation all
      Environmental Laws. Borrower authorizes Lender and its agents to enter
      upon the Collateral to make such inspections and tests as Lender may deem
      appropriate to determine compliance of the Collateral with this section of
      the Agreement. Any inspections or tests made by Lender shall be at
      Borrower's expense and for Lender's purposes only and shall not be
      construed to create any responsibility or liability on the part al Lender
      to Borrower or to any other person. The representations and warranties
      contained herein are based on Borrower's due diligence in investigating
      the Collateral for hazardous waste and Hazardous Substances. Borrower
      hereby (1) releases and waives any future claims against Lender for
      indemnity or contribution in the event Borrower becomes liable for cleanup
      or other costs under any such laws. and (2) agrees to indemnify and hold
      harmless Lender against any and all claims, losses, liabilities, damages,
      penalties, and expenses which Lender may directly or indirectly sustain or
      suffer resulting from a breach of this section of the Agreement or as a
      consequence of any use. generation, manufacture, storage, disposal,
      release or threatened release of a hazardous waste or substance on the
      Collateral. The provisions of this section of the Agreement, including the
      obligation to indemnify. Shall survive the payment of the indebtedness and
      the termination, expiration or satisfaction of this Agreement and shall
      not be affected by Lender's acquisition of any interest n any of the
      Collateral, whether by foreclosure or otherwise.

      Litigation and Claims. No litigation, claim, investigation, administrative
      proceeding or similar action (including those for unpaid taxes against
      Borrower is pending or threatened, and no other event has occurred which
      may materially adversely affect Borrower's financial Condition or
      properties, other than litigation, claims, or other events, if any, that
      have been disclosed to and acknowledged by Lender in writing.

      Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns
      and reports that are or were required to be filed, have been filed, and
      all taxes, assessments and other governmental charges have been paid in
      full, except those presently being or to be contested by Borrower in good
      faith in the ordinary course of business and for which adequate reserves
      have been provided.

      Lien Priority. Unless otherwise previously disclosed to Lender n writing,
      Borrower has not entered into or granted any Security Agreements, or
      permitted the filing or attachment of any Security interests on or
      affecting any of the Collateral directly or indirectly securing repayment
      of Borrower's loan and Note. that would be prior or that may in any way be
      superior to Lender's Security interests and rights in and to such
      Collateral

      Binding Effect. This Agreement. the Note, all Security Agreements (if
      any), and all Related Documents are binding upon the signers thereof, as
      well as upon their successors, representatives and assigns. and are
      legally enforceable in accordance with their respective terms.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:

      Notices of Claims and Litigation. Promptly inform Lender in writing of (1)
      all material adverse changes in Borrower's financial condition, and (2)
      all existing and all threatened litigation claims, investigations,
      administrative proceedings or similar actions affecting Borrower or any
      Guarantor which could materially affect the financial condition of
      Borrower or the financial condition of any Guarantor.

      Financial Records. Maintain its books and records in accordance with GAAP,
      applied on a consistent basis, and permit Lender to examine and audit
      Borrower's books and records al all reasonable times.

      Financial Statements. Furnish Lender with such financial statements and
      other related information at such frequencies and in such detail as Lender
      may reasonably request.

      Additional Information. Furnish such additional information and
      statements, as Lender may request from time to time.

      Insurance. Maintain tire and other risk insurance, public liability
      insurance. and such other insurance as Lender may require with respect to
      Borrower's properties and operations, in form, amounts, coverages and with
      insurance companies acceptable to Lender Borrower, upon request of Lender,
      will deliver to Lender from time to time the policies or certificates of
      insurance in form satisfactory to Lender, including stipulations that
      coverages will not be canoe led or diminished without at least ten (10)
      days prior written notice to Lender. Each insurance policy also shall
      include an endorsement providing that coverage in favor of Lender will not
      be impaired in any way by any act, omission or default al Borrower or any
      other person, in connection with all policies covering assets in which
      lender holds or is offered a security interest for the Loans. Borrower
      will provide Lender with such lender's loss payable or other endorsements
      as Lender may require.

      Insurance Reports, Furnish to Lender, upon request of Lender, reports on
      each existing insurance policy showing such information as Lender may
      reasonably request, including without limitation the following: (1) the
      name of the insurer: (2) the risks insured: (3) the amount of the policy;
      (4) the properties insured: (5) the then current property values on the
      basis of which insurance has been obtained, and the manner of determining
      those values; and (6) The expiration date of the policy. In addition, upon
      request of Lender, (however not more often than annually), Borrower will
      have an independent appraiser satisfactory to Lender determine, as
      applicable, the actual cash value or replacement cost of any Collateral.
      The cost of such appraisal shall be paid by Borrower.

      Other Agreements. Comply with all terms and conditions of all other
      agreements. whether now or hereafter existing, between Borrower and any
      other party and notify Lender immediately in writing of any default in
      connection with any other such agreements.

      Loan Proceeds. Use all Loan proceeds solely for Borrower's business
      operations, unless specifically consented to the contrary by Lender in
      writing.

      Taxes, Charges and Liens. Pay and discharge when due all al its
      indebtedness and obligations, including without limitation all
      assessments, taxes, governmental charges, levies and liens, of every kind
      and nature, imposed upon Borrower or its properties, income, or profits,
      prior to the date on which penalties would attach, and all lawful claims
      that, if unpaid. might become a lien or charge upon any of Borrower's
      properties, income, or profits.

      Performance. Perform and comply, in a timely manner, with all terms,
      conditions, and provisions set forth in this Agreement, in the Related
      Documents, and in all other instruments and agreements between Borrower
      and Lender. Borrower shall notify Lender immediately in writing of any
      default in connection with any agreement,

      Operations. Maintain executive and management personnel with substantially
      the same qualifications and experience as the present executive and
      management personnel; provide written notice to Lender of any change in
      executive and management personnel; conduct its business affairs in a
      reasonable and prudent manner.

      Environmental Studies. Promptly conduct and complete, at Borrower's
      expense, ail such investigations, studies, samplings and testings as may
      be requested by Lender or any governmental authority relative to any
      substance, or any waste or by-product of any substance defined as toxic or
      a hazardous substance under applicable federal, state, or local law, rule,
      regulation, order or directive, at or effecting any property or any
      facilities owned, leased or used by Borrower.

      Compliance with Governmental Requirements. Comply with all laws,
      ordinances, and regulations, now or hereafter in effect, of all
      governmental authorities applicable to the conduct of Borrower's
      properties, businesses and operations, and to the use or occupancy of the
      Collateral, including without limitation, the Americans With Disabilities
      Act. Borrower may contest in good faith any such law. ordinance, or
      regulation and withhold c0mpliance during any proceeding, including
      appropriate appeals. so long as Borrower has notified Lender in writing
      prior to doing so and so long as, in Lender's sole opinion, Lender's
      interests in the Collateral are not jeopardized. Lender may require
      borrower to post
<PAGE>

                             BUSINESS LOAN AGREEMENT
Loan No: 7001574                   (Continued)                            Page 3
================================================================================

      adequate security or a surety bond, reasonably satisfactory to Lender, to
      protect Lender's interest.

      Inspection. Permit employees or agents of Lender at any reasonable time to
      inspect any and all Collateral for the Loan or Loans and Borrower's other
      properties and to examine Or audit Borrower's books. accounts, and records
      and to make copies and memoranda of Borrower's books. accounts, and
      records. I Borrower now or at any time hereafter maintains any records
      (including without limitation computer generated records and computer
      software programs for the generation of such records) n the possession of
      a third party, Borrower, upon request of Lender, shall notify such party
      to permit Lender free access to such records at all reasonable limes and
      to provide Lender with copies of any records it may request, all at
      Borrower's expense.

      Compliance Certificates. Unless waived in writing by Lender, provide
      Lender at least annually, with a certificate executed by Borrower's chief
      financial officer, or other officer or person acceptable to Lender,
      certifying that the representations and warranties set forth in this
      Agreement are true and correct as of the date of the certificate and
      further certifying that. as of the date of the certificate, no Event of
      Default exists under this Agreement.

      Environmental Compliance and Reports. Borrower shall comply in all
      respects with any and al Environmental Laws: not cause or permit to exist,
      as a result of an intentional or unintentional action or omission on
      Borrower's part or on the part of any third party, on property owned
      and/or occupied by Borrower, any environmental activity where damage may
      result to the environment. unless such environmental activity 5 pursuant
      to and in compliance with the conditions of a permit issued by the
      appropriate federal, state or local governmental authorities; shall
      furnish to Lender promptly and in any event within thirty (30) days after
      receipt thereof a copy of any notice. summons, lien, citation, directive,
      letter or other communication from any governmental agency or
      instrumentality concerning any intentions or unintentional action or
      omission on Borrower's part n connection with any environmental activity
      whether or not there is damage to the environment and/or other natural
      resources,

      Additional Assurances. Make, execute and deliver to Lender such promissory
      notes, mortgages, deeds of trust, security agreements, assignments,
      financing statements, instruments. documents and other agreements as
      Lender or its attorneys may reasonably request to evidence and secure the
      Loans and to perfect all Security Interests.

LENDOR'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest n the Collateral or if Borrower fails to
comply with any provision of this Agreement or any Related Documents, including
but not limited to Borrower's failure to discharge or pay when due any amount
Borrower is required to discharge or pay under this Agreement or any Related
Documents. Lender on Borrower's behalf may (but shall not be obligated to) take
any action that Lender deems appropriate. including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and
other c aims. at any time levied or placed on any Collateral and paying all
costs for insuring, maintaining and preserving any Collateral. All such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the dale incurred or paid by
Lender to the date of repayment by Borrower. All such expenses will become a
part of the indebtedness and, at Lender's option, will (A) be payable on demand;
(B) be added to the balance of the Note and be apportioned among and be payable
with any installment payments to become due during either (1) the term of any
applicable insurance policy: or (2) the remaining term of the Note; or (C) be
treated as a balloon payment which will be due and payable at the Note's
maturity.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

      Indebtedness and Liens. (1] Except for trade debt incurred in the normal
      course of business and indebtedness to Lender contemplated by this
      Agreement, create, incur or assume indebtedness for borrowed money.
      including capital eases. (2) sell, transfer, mortgage, assign, pledge
      ease, grant a security interest in, or encumber any at Borrower's assets
      (except as allowed as Permitted Liens), or (3) sell with recourse any of
      Borrower's accounts, except to Lender.

      Continuity of Operations. (1) Engage in any business activities
      substantially different than those in which Borrower is presently engaged,
      (2) cease operations, liquidate, merge, transfer, acquire or consolidate
      with any other entity, change its name, dissolve or transfer or sell
      Collateral out of the ordinary course of business, or (3) pay any
      dividends on Borrower's stock (other than dividends payable in its stock),
      provided, however that notwithstanding the foregoing, but on y so long as
      no Event of Default has occurred and is continuing or would result from
      the payment of dividends, if Borrower is a "Subchapter S Corporation" (as
      defined in the internal Revenue Code of 1986, as amended). Borrower may
      pay cash dividends an its stock to its shareholders from lime to time in
      amounts necessary to enable the shareholders to pay income taxes and make
      estimated income tax payments to satisfy their liabilities under federal
      and stale law which arise solely from their status as Shareholders of a
      Subchapter S Corporation because of their ownership of shares of
      Borrower's stock, or purchase or retire any of Borrower's outstanding
      shares or alter or amend Borrower's capital structure.

      Loans, Acquisitions and Guaranties. (1) Loan. invest in or advance money
      or assets, (2) purchase, create or acquire any interest in any other
      enterprise or entity, or (3) incur any obligation as surety or guarantor
      other than in the ordinary course of business.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if
(A) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender, (B) Borrower or any Guarantor dies. becomes
incompetent or becomes insolvent, files a petition in bankruptcy or similar
proceedings, or is adjudged a bankrupt; or (C) there occurs a material adverse
change in Borrower's financial condition. in the financial condition or any
Guarantor. or in the value of any Collateral securing any Loan; or (0) any
Guarantor seeks, c aims or otherwise attempts to limit, modify or revoke such
Guarantor's guaranty of the Loan or any other loan with Lender.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However. this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
debt against any and all such accounts.

DEFAULT. Each of the following shall constitute an Event of Default under this
Agreement:

      Payment Default. Borrower fails to make any payment when due under the
      Loan.

      Other Defaults. Borrower fails to comply with or to perform any other
      term, obligation, covenant or condition contained in this Agreement or in
      any of the Related Documents or to comply with or to perform any term.
      obligation, covenant or condition contained in any other agreement between
      lender and Borrower.

      False Statements. Any warranty, representation or statement made or
      furnished to Lender by Borrower or on Borrower's behalf under this
      Agreement, the Note, or the Related Documents is false or misleading in
      any material respect. either now or at the time made or furnished or
      becomes false or misleading at any lime thereafter.

      Insolvency. The dissolution or termination of Borrower's existence as a
      going business. the insolvency of Borrower, the appointment of a receiver
      for any part of Borrower's property, any assignment for the benefit of
      creditors. any type of creditor workout, or the commencement of any
      proceeding under any bankruptcy or insolvency laws by or against Borrower.
<PAGE>

                             BUSINESS LOAN AGREEMENT
Loan No: 7001574                   (Continued)                            Page 4
================================================================================

      Defective Collateralization. This Agreement or any of the Related
      Documents ceases to be in full force and effect (including failure of any
      collateral document to create a valid and perfected security Interest or
      lien) at any lime and for any reason.

      Creditor or Forfeiture Proceedings. Commencement of foreclosure or
      forfeiture proceedings, whether by judicial proceeding, self-help,
      repossession or any other method, by any creditor of Borrower or by any
      governmental agency against any collateral securing the Loan. This
      Includes a garnishment of any of Borrower's accounts, including deposit
      accounts. with Lender: However, this Event of Default shall not apply if
      there is a good faith dispute by Borrower as to the validity or
      reasonableness of the claim which is the basis of the creditor or
      forfeiture proceeding and if Borrower gives Lender written notice of the
      creditor or forfeiture proceeding and deposits with Lender monies or a
      surety bond for the creditor or forfeiture proceeding, in an amount
      determined by Lender, in its sole discretion, as being an adequate reserve
      or band for (he dispute.

      Events Affecting Guarantor. Any of the preceding events occurs with
      respect to any Guarantor of any of the indebtedness or any Guarantor dies
      or becomes incompetent, or revokes or disputes the validity of, or
      liability under. any Guaranty of the indebtedness in the event of a death,
      Lender, at its option may, but shall not be required to, permit the
      Guarantor's estate to assume unconditionally the obligations arising under
      the guaranty in a manner satisfactory to Lender, and. in doing so, cure
      any Event of Default.

      Change in Ownership. Any change in ownership of twenty-live percent (25%)
      or more of the common Stock of Borrower.

      Adverse Change. A material adverse change occurs in Borrower's financial
      condition, or Lender believes the prospect of payment or performance of
      the Loan is impaired.

      Right to Cure. If any default, other than a default on indebtedness, is
      curable and it Borrower or Grantor, as the case may be, has not been given
      a notice of a similar default within (he preceding twelve (12) months, it
      may be cured (and no Event of Default will have occurred) ii Borrower or
      Grantor, as the case may be, after receiving written notice from Lender
      demanding cure of such default: (1) cure the default within fifteen L15)
      days: or (2) if the cure requires more than fifteen (15) days, immediately
      initiate steps which Lender deems in Lender's sole discretion to be
      sufficient to cure the default and thereafter continue and complete all
      reasonable and necessary steps sufficient to produce compliance as soon as
      reasonably practical.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related Documents. all commitments
and obligations of Lender under this Agreement or the Related Documents or any
other agreement immediately will terminate (including any obligation to make
further loan Advances or disbursements). and, at Lender's option, all
indebtedness immediately will become due and payable, all without notice of any
kind to Borrower, except that in the case of an Event of Default of the type
described in the "Insolvency" subsection above. such acceleration shall be
automate and not optional, In addition, Lender shall have all the rights and
remedies provided in the Related Documents or available al law. in equity, or
otherwise. Except as may be prohibited by applicable law, al of Lender's rights
and remedies shall be cumulative and may be exercised singularly or
concurrently. Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy, and an election to make expenditures or to take action to
perform an obligation of Borrower or of any Grantor shall not affect Lender's
right to declare a default and to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS, The following miscellaneous provisions are a part of
this Agreement:

      Amendments. This Agreement, together with any Related Documents,
      constitutes the entire understanding and agreement of the parses as to the
      matters set forth in this Agreement. No alteration of or amendment to this
      Agreement shall be effective unless given in writing and signed by the
      party or parties sought to be charged or bound by the alteration or
      amendment,

      Attorneys' Fees; Expenses. Borrower agrees to pay upon demand ail of
      Lender's costs and expenses, including Lender's attorneys' fees and
      Lender's legal expenses. incurred in connection with the enforcement of
      this Agreement. Lender may hire or pay someone else to help enforce this
      Agreement, and Borrower shall pay the costs and expenses of such
      enforcement. Costs and expenses include Lender's attorneys' fees and legal
      expenses whether or not there is a lawsuit, including attorneys, fees and
      legal expenses for bankruptcy proceedings (including efforts to modify or
      vacate any automatic stay or injunction), appeals, and any anticipated
      post-judgment collection services. Borrower also shall pay al court costs
      and such additional fees as may be directed by the court.

      Caption Headings. Caption headings in this Agreement are for convenience
      purposes only and are not to be used to interpret or define the provisions
      of this Agreement.

      Consent to Loan Participation. Borrower agrees and consents to Lender's
      sale or transfer, whether now or later. of one or more participation
      interests in the Loan to one or more purchasers, whether related or
      unrelated to Lender- Lender may provide. without any limitation
      whatsoever. to any one or more purchasers, or potential purchasers, any
      information or knowledge Lender may have about Borrower or about any other
      matter relating to the Loan, and Borrower hereby waives any rights to
      privacy Borrower may have with respect to such matters. Borrower
      additionally waives any and all notices of sale of participation
      interests, as well as all notices of any repurchase of such participation
      interests. Borrower also agrees that the purchasers of any such
      participation interests will be considered as the absolute owners of such
      interests in the Loan and will have all the rights granted under the
      participation agreement or agreements governing the sale of such
      participation interests. Borrower further waives all rights of offset or
      counterclaim that it may have now or later against Lender or against any
      purchaser of such a participation interest and unconditionally agrees that
      either Lender or such purchaser may enforce Borrower's obligation under
      the Loan irrespective of the failure or insolvency of any holder of any
      interest in the Loan. Borrower further agrees that the purchaser at any
      such participation interests may enforce its interests irrespective of any
      personal c aims or defenses that Borrower may have against Lender

      Governing Law. This agreement will be governed by, construed and enforced
      in accordance with federal law and the laws of the State at California,
      This Agreement has been accepted by Lender in the State or California.

      Choice of Venue, If there is a lawsuit, Borrower agrees upon Lender's
      request to submit to the jurisdiction of the courts of SAN FRANCISCO
      County. State of California.

      No Waiver by Lender. Lender shall not be deemed to have waived any rights
      under this Agreement unless such waiver is given in writing and signed by
      Lender. No delay or omission on the part of Lender in exercising any right
      shall operate as a waiver of such right or any other right. A waiver by
      Lender of a provision of this Agreement shall not prejudice or constitute
      a waiver of Lender's right otherwise to demand strict compliance with that
      provision or any other provision at this Agreement. No prior waiver by
      Lender nor any course of dealing between Lender and Borrower, or between
      Lender and any Grantor. shall constitute a waiver of any of Lender's
      rights or of any of Borrowers or any Grantor's obligations as to any
      future transactions. Whenever the consent of Lender is required under this
      Agreement, the gran6ng of such consent by Lender in any instance shall not
      constitute continuing consent to subsequent instances where such consent s
      required and in all cases such consent may be granted or withheld in the
      sale discretion of Lender.

      Notices. Any notice required to be given under this Agreement shall be
      given in writing, and shall be effective when actually delivered. when
      actually received by telefacsimile (unless otherwise required by law),
      when deposited with a nationally recognized overnight courier, or. if
      mailed, when deposited in the United States mall, as first claps,
      certified or registered mail postage prepaid, directed to the addresses
      shown near the beginning of this Agreement. Any party may change its
      address for notices under this Agreement by giving formal written notice
      to the other parties, specifying that the purpose of the notice is to
      change the party's address. For notice purposes, Borrower agrees to keep
      Lender informed at all times of Borrower's current address. Unless
      otherwise provided or required by law, if there is more than one Borrower,
      any notice given by
<PAGE>

                             BUSINESS LOAN AGREEMENT
Loan No: 7001574                   (Continued)                            Page 5
================================================================================

      Lender to any Borrower is deemed to be notice given to all Borrowers.

      Severability. If a court of competent jurisdiction finds any provision at
      this Agreement to be illegal, invalid, or unenforceable as to any
      circumstance, that finding shall not make the offending provision illegal,
      invalid, or unenforceable as to any other circumstance. If feasible, the
      offending provision shall be considered modified so that it becomes legal.
      valid and enforceable If the offending provision cannot be so modified. it
      shall be considered deleted from this Agreement. Unless otherwise required
      by law, the illegality, invalidity, or unenforceability of any provision
      of this Agreement shall not affect the legality, validity or
      enforceability of any other provision of this Agreement

      Subsidiaries and Affiliates of Borrower. To the extent the context of any
      provisions of this Agreement makes it appropriate, including without
      Iimitation any representation, warranty or covenant, the word "Borrower"
      as used in this Agreement shall include all of Borrower's subsidiaries and
      affiliates. Notwithstanding the foregoing however, under no circumstances
      shall this Agreement be construed to require Lender to make any Loan or
      other financial accommodation to any of Borrower's subsidiaries or
      affiliates.

      Successors and Assigns. All covenants and agreements contained by or on
      behalf of Borrower shall bind Borrower's successors and assigns and shall
      inure to the benefit of Lender and its successors and assigns. Borrower
      shall not, however, have the right to assign Borrower's rights under this
      Agreement or any interest therein, without the prior written consent of
      Lender

      Survival of Representations and Warranties. Borrower understands and
      agrees that in extending Loan Advances. Lender is relying on all
      representations, warranties, and covenants made by Borrower in this
      Agreement or in any certificate or other instrument delivered by Borrower
      to Lender under this Agreement or the Related Documents. Borrower further
      agrees that regardless of any investigation made by Lender, all such
      representations, warranties and covenants will survive the extension of
      Loan Advances and delivery to Lender of the Related Documents, shall be
      continuing in nature, shall be deemed made and redated by Borrower at the
      time each Loan Advance is made, and shall remain in full force and effect
      until such time as Borrower's indebtedness shall be paid in full, or until
      this Agreement shall be terminated in the manner provided above, whichever
      is the last to occur.

      Time is of the Essence. Time is or the essence in the performance of this
      Agreement.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically stated to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the plural, and the plural shall include the singular, as the context may
require. Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. Accounting
words and terms not otherwise defined in this agreement shall have the meanings
assigned to them in accordance with generally accepted accounting principles as
in effect on the date of this Agreement:

      Advance. The word "Advance" means a disbursement of Loan funds made, or to
      be made, to Borrower or on Borrower's behalf an a line of credit or
      multiple advance basis under the terms and conditions of this Agreement.

      Agreement. The word "Agreement" means this Business Loan Agreement, as
      this Business Loan Agreement may be amended or modified from time to time,
      together with all exhibits and schedules attached to this Business Loan
      Agreement from time to time.

      Borrower The word "Borrower" means FNB Bancorp, and all other persons and
      entities signing the Note in whatever capacity

      Collateral. The word "Collateral" means all property and assets granted as
      collateral security for a Loan, whether real or personal property. whether
      granted directly or indirectly, whether granted now or in the future, and
      whether granted in the form of a security interest. mortgage. collateral
      mortgage, deed of trust, assignment, pledge, crop pledge, chattel
      mortgage, collateral chattel mortgage, chattel trust, factor's lien.
      equipment trust, conditional sale, trust receipt, lien, charge, lien or
      title retention contract, lease or consignment intended as a security
      device, or any other security or lien interest whatsoever, whether created
      by law, contract, or otherwise.

      Environmental Law. The words "Environmental Laws" mean any and all state,
      federal and local statutes, regulations and ordinances relating to the
      protection of human health or the environment. including without
      limitation the Comprehensive Environmental Response, Compensation, and
      Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.
      ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub.
      L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49
      U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act,
      42 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20
      of the California Health and Safety Code, Section 25100, et seq., or other
      applicable state or federal laws, rules, or regulations adopted pursuant
      thereto.

      Event of Default. The words "Event of Default" mean any of the events of
      default set forth in this Agreement in the default section of this
      Agreement.

      GAAP. The word "GAAP" means generally accepted accounting principles.

      Grantor. The word "Grantor" means each any all of the persons or entities
      granting a Security interest in any Collateral for the Loan, including
      without limitation all Borrowers granting such a Security interest.

      Guarantor. The word "Guarantor" means any guarantor, surety, or
      accommodation party of any or all of the Loan.

      Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender,
      including without limitation a guaranty of all or part of the Note.

      Hazardous Substances. The words "Hazardous Substances" mean materials
      that, because of their quantity, concentration or physical, chemical or
      infectious characteristics, may cause or pose a present or potential
      hazard to human health or the environment when improperly used, treated,
      stored, disposed of, generated, manufactured, transported or otherwise
      handled. The words "Hazardous Substances" are used in their very broadest
      sense and include without limitation any and all hazardous or toxic
      substances, materials or waste as defined by or listed under the
      Environmental Laws. The term "Hazardous Substances" also includes, without
      limitation, petroleum and petroleum by-products or any fraction thereof
      and asbestos

      Indebtedness. The word "Indebtedness" means the indebtedness evidenced by
      the Note or Related Documents, including all principal and interest
      together with ail other indebtedness and costs and expenses for which
      Borrower is responsible under this Agreement or under any of the Related
      Documents

      Lender. The word "Lender" means PACIFIC COAST BANKERS' BANK, its
      successors and assigns.

      Loan. The word "Loan" means any and all loans and financial accommodations
      from Lender to Borrower whether now or hereafter existing, and however
      evidenced, including without imitation those loans and financial
      accommodations described herein or described on any exhibit or schedule
      attached to this Agreement from time to time.

      Note. The word "Note" means the Note executed by Borrower in the principal
      amount of $500,000,00 dated August 15, 2001, together with all renewals
      of, extensions of, modifications of, refinancings of, consolidations of,
      and substitutions for the note or credit agreement.

      Permitted Liens. The words "Permitted Liens" mean (1) liens and security
      interests securing indebtedness owed by Borrower to Lender; (2) liens for
      taxes, assessments, or similar charges either not yet due or being
      contested in good faith; (3) liens of materialmen, mechanics,
<PAGE>

                             BUSINESS LOAN AGREEMENT
Loan No: 7001574                   (Continued)                            Page 6
================================================================================

      warehousemen, or carriers, or other like liens arising in the ordinary
      course of business and securing obligations which are not yet delinquent:
      (4) purchase money liens or purchase money security interests upon or in
      any property acquired or held by Borrower in the ordinary course of
      business to secure indebtedness outstanding on the date of this Agreement
      or permitted to be incurred under the paragraph of this Agreement titled
      "Indebtedness and Liens"; (5) liens and security interests which, as of
      the dale of this Agreement, have been disclosed to and approved by the
      Lender in writing; and (6) those Iiens and security interests which in the
      aggregate constitute an immaterial and insignificant monetary amount with
      respect to the net value of Borrower's assets.

      Related Documents. The words "Related Documents" mean all promissory
      notes, credit agreements, loan agreements, environmental agreements,
      guaranties, security agreements, mortgages, deeds of trust, security
      deeds, collateral mortgages, and all other instruments, agreements and
      documents, whether now or hereafter existing, executed in connection with
      the Loan.

      Security Agreement. The words "Security Agreement" mean and include
      without limitation any agreements, promises, covenants, arrangements,
      understandings or other agreements, whether created by law, contract, or
      otherwise, evidencing, governing, representing, or creating a Security
      Interest.

      Security Interest. The words "Security Interest" mean, without limitation,
      any and all types of collateral security, present and future, whether in
      the form of a Iien, charge, encumbrance, mortgage, deed of trust, security
      deed, assignment, pledge, crop pledge, chattel mortgage. collateral
      chattel mortgage, chattel trust, factor's lien, equipment trust,
      conditional sale, trust receipt, lien or title retention contract lease or
      consignment intended as a security device, or any other security or lien
      interest whatsoever whether created by law, contract, or otherwise.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOPIN AGREEMENT IS
DATED AUGUST 15. 2001.

BORROWER:


FNB BANCORP

<TABLE>
<S>                                                             <C>
By:     /s/ Michael R. Wyman                                    By:      /s/ Paul B. Hogan
    --------------------------------------------------              ----------------------------------------------
    Michael R. Wyman, Chairman or the Board of FNB                  Paul B. Hogan, Chief Operating Officer of FNB
    Bancorp                                                         Bancorp


By:     /s/ James B. Ramsey
    --------------------------------------------------
    James B. Ramsey, Chief Financial Officer or FNB
    Bancorp

LENDER:
PAClFlC COAST BARKERS' BANK



By:     /s/ Larry Ryan, Vice President
    --------------------------------------------------
    Authorized Signer

==================================================================================================================
</TABLE>
<PAGE>

                     DISBURSEMENT REQUEST AND AUTHORIZATION
<TABLE>
<CAPTION>
------------------- ------------- -------------- ---------------- ----------------- --------------- ------------ ----------
    Principal        Loan Date      Maturity        Loan No.         Call / Coll        Account        Officer    Initials
<S>                 <C>           <C>            <C>              <C>               <C>             <C>          <C>
   $500,000.00       08-15-2001    02-22-2002        7001574           UNSEC
------------------- ------------- -------------- ---------------- ----------------- --------------- ------------ ----------
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

            Any item above containing "***" has, been omitted due to
                            text length limitations.
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                                                                         <C>
Borrower:       FNB Bancorp                                                 Lender:     PACIFIC COAST BANKERS' BANK
                975 El Camino Real, third Floor                                         340 PINE STREET. SUITE 401
                South San Francisco, CA 94080                                           SAN FRANCISCO, CA 94104
===========================================================================================================================
</TABLE>

LOAN TYPE. This is a Variable Rate Nondisclosable Revolving Line of Credit Loan
to a Corporation for $500,000.00 due on February 22, 2002. The reference rate
(WSJ Prime Rate, currently 6.750%) is added to the margin of 1.000%, resulting
in an initial rate of 7.750.

PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:

       [ ] Personal, Family, or Household Purposes or Personal Investment.
       [X] Business (Including Real Estate Investment).

SPECIFIC PURPOSE. The specific purpose of this loan is: Revolving Line of Credit
to be used to cover organizational costs for formation of Bancorp.

DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be
disbursed until all of Lender's conditions for making the loan have been
satisfied. Please disburse the loan proceeds of $500,000.00 as follows:

       Amount paid to Borrower directly:                            $500,000.00
          $500,000.00 Deposited to Loan
          Account #7001574 (Undisbursed)
                                                                  --------------

       Note Principal:                                              $500,000.00


CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the
following charges:

       Prepaid Finance Charges Paid in Cash:                              $0.00

       Other Charges Paid in Cash:                                    $5,000.00
          $5,000.00 Loan Fee
                                                                  --------------

       Total Charges Paid in Cash:                                    $5,000.00


FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANCE IN BORROWER'S FINANCIAL CONDITION
AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIPIL STATEMENT TO LENDER. TH1S
AUTHORIZATION IS DATED AUGUST 15, 2001.



BORROWER:

FNB BANCORP

<TABLE>
<S>                                                           <C>
By:      /s/ Michael R. Wyman                                 By:      /s/ Paul B. Hogan
     ------------------------------------------------             -----------------------------------------------
     Michael R. Wyman, Chairman or the Board of FNB               Paul B. Hogan, Chief Operating Officer of FNB
     Bancorp                                                      Bancorp


By:      /s/ James B. Ramsey
     ------------------------------------------------
     James B. Ramsey, Chief Financial Officer or FNB
     Bancorp


=================================================================================================================
</TABLE>
<PAGE>

                            NOTICE OF FINAL AGREEMENT
<TABLE>
<CAPTION>
------------------- ------------- -------------- ---------------- ----------------- --------------- ------------ ----------
    Principal        Loan Date      Maturity        Loan No.         Call / Coll         Account        Officer    Initials
<S>                 <C>           <C>            <C>              <C>               <C>             <C>          <C>
   $500,000.00       08-15-2001    02-22-2002        7001574           UNSEC
------------------- ------------- -------------- ---------------- ----------------- --------------- ------------ ----------
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

            Any item above containing "***" has, been omitted due to
                            text length limitations.
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                                                                         <C>
Borrower:       FNB Bancorp                                                 Lender:     PACIFIC COAST BANKERS' BANK
                975 El Camino Real, third Floor                                         340 PINE STREET. SUITE 401
                South San Francisco, CA 94080                                           SAN FRANCISCO, CA 94104

============================================================================================================================
</TABLE>

--------------------------------------------------------------------------------

BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THE WRITTEN
LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (B) THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (C) THE WRITTEN LOAN
AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR
SUBSEOUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

As used in this Notice, the following terms have the following meanings:

Loan. The term "Loan" means the following described loan: a Variable Rate
Nondisclosable Revolving Line of Credit Loan to a Corporation for $500,000.00
due on February 22, 2002. The reference rate (WSJ Prime Rate, currently 6.750%]
is added to the margin of 1.000%, resulting n an initial rate of 7.750.

Loan Agreement. The term "Loan Agreement" means one or more promises, promissory
notes, agreements, undertakings, security Agreements, deeds of trust or other
documents, or commitments, or any combination of those actions or documents,
relating to the Loan, including without limitation the following:

                                 LOAN DOCUMENTS

    Corporate Resolution: FNB Bancorp    Business Loan Agreement
    Promissory Note                      Disbursement Request and Authorization
    Notice of Final Agreement


Parties. The term "Parties" means PACIFIC COAST BANKERS' BANK and any and all
entities or individuals who are obligated to repay the loan or have pledged
property as security far the Loan, including without imitation the following.

    Borrower:     FNB Bancorp
--------------------------------------------------------------------------------

Each Parry who signs below, other than PACIFIC COAST BANKERS' BANK,
acknowledges, represents, and warrants to PACIFIC COAST BANKERS' BANK that it
has received, read and understood this Notice of Final Agreement. This Notice is
dated August 15, 2001.


BORROWER:



FNB BANCORP

<TABLE>
<S>                                                            <C>
By:     /s/ Michael R. Wyman                                   By:      /s/ Paul B. Hogan
     ------------------------------------------------               ----------------------------------------------
     Michael R. Wyman, Chairman or the Board of FNB                 Paul B. Hogan, Chief Operating Officer of FNB
     Bancorp                                                        Bancorp


By:     /s/ James B. Ramsey
     ------------------------------------------------
     James B. Ramsey, Chief Financial Officer or FNB
     Bancorp


LENDER:
PACIFIC COAST BANKERS' BANK



X       /s/ Larry Ryan, Vice President
 ----------------------------------------------------
      Authorized Signer


==================================================================================================================
</TABLE>