DEPOSIT PURCHASE AGREEMENT

BETWEEN

SOUTHERN CALIFORNIA BANK

AND

HOME BANK

PURCHASE AGREEMENT

TABLE OF CONTENTS

Page

1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.1 Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Assumed Obligations . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 Branch Office . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.4 Closing Statement . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.5 Closing Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.6 Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.7 Other Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.8 Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.9 Overdraft Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.10 Payment Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.11 Premium Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2. Transfer of Assets and Assumption of Liability . . . . . . . . . . . . . 2

2.1 Transfer of Assets. . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.3 Items in Transit. . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.4 Assumption of Liabilities . . . . . . . . . . . . . . . . . . . . . 2
2.5 Pledged Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.6 Issuance of Account Statements. . . . . . . . . . . . . . . . . . . 3
2.7 Retention of Other Assets and Other Liabilities . . . . . . . . . . 3

3. Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

3.1 Payment by Seller . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.2 Adjustments in Payment Amount . . . . . . . . . . . . . . . . . . . 3

4. Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

5. Conditions Precedent to the Obligations of the Parties . . . . . . . . . 3

Page

5.1 Conditions Precedent to the Obligations of the Buyer and Seller . . 3

5.1.1 Shareholder Approvals. . . . . . . . . . . . . . . . . . . . 4
5.1.2 Regulatory Approvals . . . . . . . . . . . . . . . . . . . . 4
5.1.3 Absence of Litigation. . . . . . . . . . . . . . . . . . . . 4

5.2 Conditions Precedent to Obligations of Buyer. . . . . . . . . . . . 4

5.2.1 Documents. . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.2.2 Representations and Warranties . . . . . . . . . . . . . . . 4
5.2.3 Conduct of Business. . . . . . . . . . . . . . . . . . . . . 5
5.2.4 Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . 5

5.3 Conditions Precedent to Obligations of Seller . . . . . . . . . . . 5

5.3.1 Documents. . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.3.2 Representations and Warranties . . . . . . . . . . . . . . . 5
5.3.3 Covenants of Buyer . . . . . . . . . . . . . . . . . . . . . 5
5.3.4 Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . 5

6. Agreements of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . 5

6.1 Access to Records and Information . . . . . . . . . . . . . . . . . 5
6.2 Assistance in Obtaining Regulatory Approvals. . . . . . . . . . . . 6
6.3 Further Assistance. . . . . . . . . . . . . . . . . . . . . . . . . 6
6.4 Corporate Consents. . . . . . . . . . . . . . . . . . . . . . . . . 6

7. Agreements of Buyer. . . . . . . . . . . . . . . . . . . . . . . . . . . 6

7.1 Efforts to Obtain Regulatory Approval . . . . . . . . . . . . . . . 6
7.2 Performance of Liabilities. . . . . . . . . . . . . . . . . . . . . 6
7.3 Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . . 6
7.4 Corporate Consents and Documents. . . . . . . . . . . . . . . . . . 7
7.5 Selection of Overdraft Loans. . . . . . . . . . . . . . . . . . . . 7

8. Warranties and Representations of Seller . . . . . . . . . . . . . . . . 7

8.1 Organization. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8.2 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8.3 Closing Statement . . . . . . . . . . . . . . . . . . . . . . . . . 7

Page

8.4 Finders or Brokers. . . . . . . . . . . . . . . . . . . . . . . . . 7
8.5 Compliance with Instruments . . . . . . . . . . . . . . . . . . . . 8
8.6 The Overdraft Loans . . . . . . . . . . . . . . . . . . . . . . . . 8
8.7 The Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

9. Warranties and Representations of Buyer. . . . . . . . . . . . . . . . . 8

9.1 Organization. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9.2 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9.3 Finders or Brokers. . . . . . . . . . . . . . . . . . . . . . . . . 9
9.4 Governmental Notices. . . . . . . . . . . . . . . . . . . . . . . . 9
9.5 Compliance with Instruments . . . . . . . . . . . . . . . . . . . . 9

10. Disclaimers and other Special Provisions . . . . . . . . . . . . . . . . 9

10.1 Fiduciary Accounts. . . . . . . . . . . . . . . . . . . . . . . . . 9
10.2 Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
10.3 Payment of Certain Interest . . . . . . . . . . . . . . . . . . . . 10
10.4 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 10
10.5 Tax Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
10.6 Interest Reporting. . . . . . . . . . . . . . . . . . . . . . . . . 11
10.7 Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
10.8 Post-Closing Reconciliation . . . . . . . . . . . . . . . . . . . . 11
10.9 Requests for Documents after Closing. . . . . . . . . . . . . . . . 13

11. Survival of Representations and Warranties . . . . . . . . . . . . . . . 13

12. Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

12.1 Termination Agreement . . . . . . . . . . . . . . . . . . . . . . . 13
12.2 Immaterial Breach . . . . . . . . . . . . . . . . . . . . . . . . . 14
12.3 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . 14
12.4 Waiver of Right to Terminate. . . . . . . . . . . . . . . . . . . . 14

13. Effect on Third Parties. . . . . . . . . . . . . . . . . . . . . . . . . 14

14. Delayed Settlements. . . . . . . . . . . . . . . . . . . . . . . . . . . 15

14.1 Final Settlement. . . . . . . . . . . . . . . . . . . . . . . . . . 15
14.2 Payment and Interest. . . . . . . . . . . . . . . . . . . . . . . . 15

iii

Page

15. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

15.1 Confidentiality and Publicity . . . . . . . . . . . . . . . . . . . 15
15.2 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
15.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
15.4 Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . 16
15.5 Third Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . 17
15.6 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
15.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
15.8 Captions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
15.9 Attorneys Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . 17
15.10 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . 17

Current or
# of Avg. Acct. Transfer Estimated
Description Accounts Balance Balance Runoff
- ---------------------------------------------------------------------------------------------------------

Personal DDA Non-Interest Bearing 25.00%
- ---------------------------------------------------------------------------------------------------------
Personal DDA Interest Bearing 25.00%
- ---------------------------------------------------------------------------------------------------------
Personal DDA - Non-IBA Seniors Account 25.00%
- ---------------------------------------------------------------------------------------------------------
Personal DDA - IBA Seniors Account 25.00%
- ---------------------------------------------------------------------------------------------------------
Business DDA Non-Interest Bearing 40.00%
- ---------------------------------------------------------------------------------------------------------
Business DDA Interest Bearing 40.00%
- ---------------------------------------------------------------------------------------------------------
Bancontrol Accounts 100.00%
- ---------------------------------------------------------------------------------------------------------
Credit Union Accounts 100.00%
- ---------------------------------------------------------------------------------------------------------
$
- ---------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------
Personal Savings 25.00%
- ---------------------------------------------------------------------------------------------------------
Business Savings 40.00%
- ---------------------------------------------------------------------------------------------------------
Individual Retirement Accounts 25.00%
- ---------------------------------------------------------------------------------------------------------
$
- ---------------------------------------------------------------------------------------------------------

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

$
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------

Net
Retainable Current Est. Premium Premium
Description Deposits Yld/Cost Rate Payable
- ---------------------------------------------------------------------------------------------------------

Personal DDA Non-Interest Bearing $ 2.00% $
- ---------------------------------------------------------------------------------------------------------
Personal DDA Interest Bearing $ 1.75% $
- ---------------------------------------------------------------------------------------------------------
Personal DDA - Non-IBA Seniors Account $ 2.00% $
- ---------------------------------------------------------------------------------------------------------
Personal DDA - IBA Seniors Account $ 2.00% $
- ---------------------------------------------------------------------------------------------------------

Business DDA Non-Interest Bearing $ 2.00% $
- ---------------------------------------------------------------------------------------------------------
Business DDA Interest Bearing $ 1.75% $
- ---------------------------------------------------------------------------------------------------------
Bancontrol Accounts $ 1.00% $
- ---------------------------------------------------------------------------------------------------------
Credit Union Accounts $ 2.00% $
- ---------------------------------------------------------------------------------------------------------
$ $
- ---------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------
Personal Savings $ 1.75% $
- ---------------------------------------------------------------------------------------------------------
Business Savings $ 1.75% $
- ---------------------------------------------------------------------------------------------------------
Individual Retirement Accounts $ 1.00% $
- ---------------------------------------------------------------------------------------------------------
$ $
- ---------------------------------------------------------------------------------------------------------

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

- ---------------------------------------------------------------------------------------------------------
$ $
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------

DEPOSIT PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 10th day of October, 1995, by and
between SOUTHERN CALIFORNIA BANK, a California banking corporation (hereinafter
referred to as "Seller"), and HOME BANK, a California banking corporation
(hereinafter called "Buyer").

1. DEFINITIONS:

1.1 AGREEMENT. "Agreement" means this Deposit Purchase
Agreement, as amended from time to time.

1.2 ASSUMED OBLIGATIONS. "Assumed Obligations" means any
obligations of the Branch Office specifically identified in writing by Buyer as
being assumed by Buyer on and after the Closing.

1.3 BRANCH OFFICE. "Branch" means the branch banking office of
Seller located at 2501 Cherry Avenue, Signal Hill, California 90806-2037.

1.4 CLOSING STATEMENT. "Closing Statement" means the Statement
of Condition for the Branch Office and is prepared from Seller's books and
records as of the end of the day prior to the Closing Date, provided, however,
that the Closing Statement shall contain only those overdraft loans as are
identified by Buyer as Overdraft Loans pursuant to Section 7.6. The information
on the Closing Statement relating to the Deposits shall be consistent with the
closing account statements prepared and issued pursuant to Section 2.6.

1.5 CLOSING DATE. "Closing Date" means 12.01 a.m. on the date
when the purchase and sale described in this Agreement is consummated. The
Closing Date shall be on a date mutually agreed upon by the parties hereto and
which occurs following receipt of the approvals required under Section 5.1, and
each of its applicable subparts, of this Agreement; PROVIDED, however, the
Closing Date shall not in any event occur prior to the lapse of all legally
required waiting or protest periods.

1.6 DEPOSITS. "Deposits" means all liabilities of Seller
carried on the books of the Branch Office identified as deposits in the Closing
Statement.

1.7 OTHER ASSETS. "Other Assets" means all assets identified in
the Closing Statement other than Overdraft Loans.

1.8 OTHER LIABILITIES. "Other Liabilities" means all
liabilities and obligations of the Branch Office other than Deposits and Assumed
Liabilities.

1.9 OVERDRAFT LOANS. "Overdraft Loans" means those loans of the
Branch Office representing advances or commitments to advance to cover
overdrafts on a Deposit which are identified on the Closing Statement.

1.10 PAYMENT AMOUNT. "Payment Amount" means the aggregate book
value of the Deposits [plus accrued interest] less the par value of the
Overdraft Loans, less the Premium Amount (as defined below).

1.11 PREMIUM AMOUNT. "Premium Amount" means the dollar amount of
deposit premium as calculated by multiplying the premium rates by net retainable
deposits (actual deposits on Closing Statement, less Estimated Runoff), as
computed in accordance with Exhibit A hereto.

2. TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITY.

2.1 TRANSFER OF ASSETS. On the Closing Date, subject to the
terms and conditions set forth in this Agreement, Seller agrees to sell,
transfer, assign and deliver the Overdraft Loans and all documents and
instruments relating thereto to Buyer, Buyer agrees to purchase, acquire and
accept the same from Seller.

2.2 BOOKS AND RECORDS. On the Closing Date, Buyer shall receive
possession of, and right, title and interest in: (i) all books and records
relating to the Overdraft Loans and (ii) all books and records identified on
Exhibit B with respect to the Deposits and Assumed Obligations. All such books
and records shall be open for inspection by Seller and its authorized agents and
representatives during regular business hours after

the Closing Date and Seller may, at its own expense, make such copies of and
excerpts from such books and records as it may deem desirable. All books and
records relating to the Overdraft Loans, Deposits and Assumed Obligations shall
be maintained for a period which is at least the longer of the period required
by law or the third anniversary of the Closing Date unless the parties shall,
applicable law permitting, agree upon a shorter period.

2.3 ITEMS IN TRANSIT. Buyer shall obtain the benefit of and
shall bear the risk of all items relating to the Deposits which are in the
original process of collection as of the end of the day prior to the Closing
Date provided that Seller shall reimburse Buyer for any such item where Buyer
suffers a loss due to Seller's failure to adhere to applicable law and its own
policies and procedures in collecting such item.

2.4 ASSUMPTION OF LIABILITIES. From and after the Closing Date,
Buyer shall assume, defend, pay, perform, and discharge the Deposits and the
Assumed Obligations.

2.5 PLEDGED DEPOSITS. No later than 60 days prior to the
Closing Date Seller shall identify in writing to Buyer any Deposits in which
Seller or a third party claims a security interest (a "Pledged Deposit"). At the
time the Buyer assumes the Liabilities, Seller shall deliver to Buyer copies of
any notices received by Seller pursuant to Section 9302(1)(g)(ii) of the Uniform
Commercial Code of California with respect to any Pledged Deposits. Buyer shall
then treat the Pledged Deposits so identified to it in accordance with its
obligations under the Uniform Commercial Code of California.

2.6 ISSUANCE OF ACCOUNT STATEMENTS. On and as of the Closing
Date, Seller shall prepare and issue to each customer with respect to each
Deposit a closing account statement setting forth the status of such Deposit and
all transactions related thereto occurring on or prior to the Closing Date.

2.7 RETENTION OF OTHER ASSETS AND OTHER LIABILITIES. On and
after the Closing, Seller shall retain and shall not transfer the Other Assets
and Other Liabilities.

3. CONSIDERATION

3.1 PAYMENT BY SELLER. Seller shall pay to Buyer on the Closing
Date in immediately available funds an amount equal to the Payment Amount.

3.2 ADJUSTMENTS IN PAYMENT AMOUNT. Any prorations or adjustments
to the Payment Amount which are made from and after the Closing Date shall be
paid, subject to Section 14 of this Agreement, by the party obligated therefor
upon demand of the party entitled thereto in immediately available funds.

4. CLOSING.

The closing of the purchase and sale of the Assets and the assumption
of the Liabilities (the "Closing") described in this Agreement shall take place
as of the Closing Date. All responsibility and risk relating to the Overdraft
Loans, Deposits and Assumed Obligations and all business conducted at the Branch
Office from and after the Closing Date shall be for Buyer's account and risk.

5. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES.

5.1 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER AND
SELLER. The obligations of Buyer and Seller are subject to the fulfillment at
or prior to the Closing Date of each of the following conditions precedent:

5.1.1 SHAREHOLDER APPROVALS. The Agreement shall have beer
approved by the shareholder of Buyer for its approval, as provided under Section
2052 of the California Financial Code, which approval shall be in conformance
with all appropriate legal requirements.

5.1.2 REGULATORY APPROVALS. All required licenses,
approvals and consents of the California Superintendent of Banks, the Federal
Deposit Insurance Corporation, any other federal regulatory agencies and any
other relevant California agencies shall have been obtained and shall be in full
force and effect, all waiting periods prescribed by applicable law or regulation
shall have expired, and none of such authorizations, consents, orders, approvals
or licenses shall contain conditions which in the good faith and reasonable
judgment of Seller are

materially burdensome to it, or which in the good faith and reasonable judgment
of Buyer are materially burdensome to it, and all necessary conditions of such
licenses, approvals and consents shall have been fully satisfied.

5.1.3 ABSENCE OF LITIGATION. No action or proceeding
instituted by a non-party to this Agreement to prevent the consummation of the
transactions covered and contemplated by this Agreement shall be pending as of
the end of the day prior to the Closing Date .

5.2 CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The
obligations of Buyer are subject to fulfillment at or prior to the Closing Date
of each of the following conditions precedent but compliance with or occurrence
of any one or more of such conditions precedent may be waived in writing by
Buyer:

5.2.1 DOCUMENTS. Seller shall have delivered to Buyer:

(i) Copies, certified as of the date prior to the
Closing Date by the secretary of Seller, of resolutions of Seller's Board of
Directors authorizing execution and delivery of this Agreement and the other
documents contemplated hereby, certifying that such authorization and approval
remains unmodified and in full force and effect;

(ii) Such deeds, bills of sale, assignments, and other
instruments and documents as counsel for Buyer, if any, may reasonably require
as necessary for (A) conveying to Buyer pursuant to this Agreement good and
marketable title to the Overdraft Loans an (B) evidencing assumption of the
Deposits and Assumed Obligations.

5.2.2 REPRESENTATIONS AND WARRANTIES. The representations
and warranties of the Seller set forth in Section 8 of this Agreement shall be
true and correct in alI material respects as of the end of the day prior to the
Closing Date.

5.2.3 CONDUCT OF BUSINESS. Seller shall have fully
performed the covenants contained in section 6 of this Agreement.

5.2.4 LEGAL MATTERS. The validity of all transactions
specified herein to be performed by Seller, as well as the form and substance of
all documents to be delivered b, Seller hereunder shall be subject to the
approval, to be reasonably exercised, of counsel for Buyer .

5.3 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The
obligations of Seller are subject to fulfillment at or prior to the Closing Date
of each of the following conditions precedent but compliance with or occurrence
of any one or more of such conditions precedent may be waived in writing by
Seller:

5.3.1 DOCUMENTS. Buyer shall have delivered to the Seller:

(i) Copies, certified as of the date prior to the
Closing Date by the secretary of Buyer, of resolutions of Buyer's Board of
Directors authorizing execution and delivery of this Agreement and the other
documents contemplated hereby, and resolutions of Buyer's shareholder, approving
this Agreement, in each case certifying that such authorization and approval
remains unmodified and in full force and effect;

5.3.2 REPRESENTATIONS AND WARRANTIES. The representations
and warranties of Buyer set forth in Section 9 of this Agreement shall be true
and correct in all material respects as of the end of the day prior to the
Closing Date.

5.3.3 COVENANTS OF BUYER. Buyer shall have fully performed
the covenants contained in Section 7 of this Agreement.

5.3.4 LEGAL MATTERS. The validity of all transactions
herein contemplated to be performed by Buyer as well as the substance of all
documents to be delivered by Buyer hereunder shall be subject to the approval,
to be reasonably exercised, of counsel to Seller.

6. AGREEMENTS OF SELLER.

6.1 ACCESS TO RECORDS AND INFORMATION. Between the date of this
Agreement and the day prior to the Closing Date,

Seller shall afford to Buyer and its authorized agents and representatives,
during times mutually agreed upon by the parties, reasonable access to records,
loan files and other information within Seller's possession relating to the
Branch Office and the assets to be purchased and liabilities to be assumed by
Buyer pursuant to the terms of this Agreement, and the opportunity to update any
such investigation at such intervals as the Buyer shall deem appropriate.

6.2 ASSISTANCE IN OBTAINING REGULATORY APPROVALS. Seller agrees
to us all reasonable efforts to assist Buyer in obtaining the regulatory
approvals referred to in Section 5.1.2 of this Agreement, and Seller will
provide to Buyer or to the appropriate regulatory authorities all information
required to be submitted by Seller in connection with such approvals.

6.3 FURTHER ASSISTANCE. On and after the Closing Date, Seller
shall (i) execute, acknowledge and deliver all such bills of sale, deeds,
acknowledgments and other instruments and take such further action as may be
necessary and appropriate to effectively vest in Buyer the full legal and
equitable title to the Overdraft Loans, and (ii) use its best efforts to assist
Buyer in the assumption by Buyer of the Deposits and Assumed Obligations.

6.4 CORPORATE CONSENTS. Seller shall use its best efforts to
obtain all necessary corporate consents. Subject to Sections 5.1.1 and 5.1.2,
Seller shall comply with all applicable laws, regulations and rulings in
connection with this Agreement and the consummation of the transactions
contemplated hereby and shall furnish to Buyer at the Closing the documents
described in Section 5.2.1 of this Agreement.

7. AGREEMENTS OF BUYER.

7.1 EFFORTS TO OBTAIN REGULATORY APPROVAL. Buyer agrees to use
all reasonable efforts to obtain as promptly as possible the regulatory
approvals referred to in Section 5.1.2 of this Agreement which must be obtained
by Buyer. Buyer shall specifically be responsible for making application to
obtain the requisite approvals from the California Superintendent of Banks and
the Federal Deposit Insurance Corporation.

7.2 PERFORMANCE OF LIABILITIES. From and after the Closing
Date, Buyer shall fully perform, pay and discharge all of the Deposits and the
Assumed Obligations and shall protect the rights of depositors and creditors of
the Branch Office in the same manner and to the same extent as if Buyer had
itself incurred such liabilities.

7.3 FURTHER ASSURANCES. On and after the Closing Date, Buyer
shall give such further assurances to Seller and shall execute, acknowledge and
deliver all such acknowledgments and other instruments and take any further
action as may be necessary and appropriate to effectively relieve and discharge
Seller from any obligations remaining under the Liabilities assumed by Buyer.

7.4 CORPORATE CONSENTS AND DOCUMENTS. Buyer shall use its best
effort to obtain all necessary corporate consents. Subject to Sections 5.1.1 and
5.1.2, Buyer shall comply with all applicable laws, regulations and rulings in
connection with this Agreement and the consummation of the transactions
contemplated hereby and shall furnish to Seller at the Closing the documents
described in Section 5.3.1 of this Agreement.

7.5 SELECTION OF OVERDRAFT LOANS. Not less than 10 days prior
to the Closing Date, Buyer shall review the overdraft loans held by Seller at
the Branch Office and, based upon such review, shall select the Overdraft Loans
and shall provide to Buyer written notice of such selection. Seller shall
include only such Overdraft Loans as are selected by Seller on the Closing
Statement.

8. WARRANTIES AND REPRESENTATIONS OF SELLER.

Seller represents and warrants to Buyer as of the date hereof:

8.1 ORGANIZATION. Seller is a corporation duly organized and
validly existing under the laws of the state of California, with full power and
authority to exercise its corporate powers, rights and privileges and to conduct
a commercial banking business at the Branch Office as is now conducted by it.

8.2 AUTHORITY. The execution and delivery of this Agreement by
Seller have been duly authorized by its Board of Directors and no further
corporate action will be or is necessary on the part of Seller to make this
Agreement valid, binding and enforceable in accordance with its terms, except as
the enforcement thereof may be limited by bankruptcy, insolvency, or other laws
affecting the enforcement of creditor's rights generally.

8.3 CLOSING STATEMENT. The Closing Statement or any other
information based on the books and records of Seller used in making any
calculations hereunder or otherwise furnished to Buyer in connection with this
Agreement is and will be accurate and complete as of the dates thereof and will
be prepared in a consistent manner and in the ordinary course of Seller's
business.

8.4 FINDERS OR BROKERS. Seller has not in any manner whatsoever
paid or agreed to pay any fee or commission to any agent, broker, finder or
other person for or on account of services rendered as a broker or finder in
connection with this Agreement or the transactions contemplated hereby. All
negotiations relating to this Agreement have been conducted by Seller directly
and without the intervention of any person in such manner as to give rise to any
valid claim against Buyer for any brokerage commission or other like payment.

8.5 COMPLIANCE WITH INSTRUMENTS. The performance of this
Agreement by Seller will not violate or result in a breach of any of the terms
or conditions of, or constitute a default under, Seller's Articles of
Incorporation or its bylaws, or any law or any contract, agreement, note, bond,
license or other instrument or obligation to which Seller is a party or by which
any of its properties are bound or affected or violate any rule or regulation of
any administrative agency, or order, writ, injunction or decree of any court,
administrative agency or governmental body applicable to Seller.

8.6 THE OVERDRAFT LOANS. The instruments and documents relating
to the Overdraft Loans were obtained by Seller in the ordinary course of
business and relate to actual loan transactions. Seller's books and records
fairly reflect in all material aspects (subject to normal adjustments) the
payment

history and present balance as to each such loan, and none of the borrowers on
such loans has notified Seller, nor is Seller aware, of an offset or defense to
his obligation under said loan and Seller is not aware of any material adverse
change in the financial condition or repayment ability of the borrowers under
such Loans. None of the Overdraft Loans, on and as of the Closing Date, shall be
in excess of 30 days delinquent. The obligor with respect to each Overdraft Loan
is a depositor with respect to a Deposit.

8.7 THE DEPOSITS. The books and records of Seller with respect
to deposit; fairly reflect (subject to normal adjustments) the Deposits and the
Deposits have been administered in all material respects in compliance with
applicable law and regulations.

9. WARRANTIES AND REPRESENTATIONS OF BUYER.

Buyer hereby represents and warrants to Seller as of the date hereof:

9.1 ORGANIZATION. Buyer is a banking corporation duly organized
and validly existing under the laws of the state of California with full power
and authority to exercise its corporate powers, rights and privileges and to
conduct a commercial banking business in the State of California.

9.2 AUTHORITY. The execution and delivery of this Agreement by
Buyer have been duly authorized by its Board of Directors and no further
corporate action (other than the approval of this Agreement and the transaction
contemplated herein by Buyer's shareholder) will be or is necessary to make this
Agreement valid, binding and enforceable in accordance with its terms except as
the enforcement thereof may be limited by bankruptcy, insolvency or other laws
affecting the enforcement of creditor's rights generally.

9.3 FINDERS OR BROKERS. Buyer has not in any manner whatsoever
paid or agreed to pay any fee or commission to any agent, broker, finder or
other person for or on account of services rendered as a broker or finder in
connection with this Agreement or the transaction contemplated hereby. All
negotiations relating to this Agreement have been conducted by

Buyer directly and without the intervention of any person in such manner as to
give rise to any valid claim against Seller for any brokerage commission or
other like payment.

9.4 GOVERNMENTAL NOTICES. Buyer has not received written notice
from any federal or California governmental agency indicating that it would
oppose or not grant or issue its consent or approval, if required, with respect
to the transactions contemplated by this Agreement.

9.5 COMPLIANCE WITH INSTRUMENTS. The performance of this
Agreement by Buyer will not violate or result in the breach of any of the terms
or conditions of, or constitute a default under, Buyer's Articles of
Incorporation, its bylaws, or any contract, agreement, note, bond license, or
other instrument or obligation to which Buyer is a party or by which any of its
properties or assets are bound or affected, or violate any law, or any rule or
regulation of any administrative agency or governmental body, or any order,
writ, injunction or decree of any court, administrative agency or governmental
body applicable to Buyer.

10. DISCLAIMERS AND OTHER SPECIAL PROVISIONS.

Buyer and Seller understand and agree as follows:

10.1 FIDUCIARY ACCOUNTS. No transfer of properties, assets,
investments, agreements, rights or assumption of obligations under trusts,
executorship, administrations, guardianships, agencies and other representative
capacities of Seller in existence as of the end of the day prior to the Closing
Date is contemplated or required by this Agreement, except for Individual
Retirement Accounts and other trust accounts which are serviced by Seller's
commercial banking business in the ordinary course of business.

10.2 DEPOSITS. All transfers to Buyer of the Deposits are
subject to the individual depositors' continuing rights to withdraw under
Section 2051 of the California Financial Code, and Seller makes no
representation, warranty or agreement concerning the continuing maintenance of
such deposits at the Branch office.

10.3 PAYMENT OF CERTAIN INTEREST. From and after the Closing
Date, Buyer shall pay all interest on the Deposits in accordance with the terms
of the contracts applicable to such Deposits.

10.4 INDEMNIFICATION. Seller and Buyer (references in this
Section 10.4 to either party shall include its officers, directors,
representatives, agents, employees, successors or assigns) each agrees to
indemnify and hold the other harmless from and against any and all claims,
liabilities, suits, losses, damages, costs and expenses, including reasonable
attorneys' fees, whether accrued, absolute, contingent or otherwise, or whether
due or to become due (including, without limitation, liability for income taxes,
excise taxes, state or local taxes or any other direct or indirect taxes due or
to become due) ("Claim") which such other party may incur directly or indirectly
as consequence of (i) such indemnifying party's failure to pay and perform (x)
all liabilities and obligations incurred by it with respect to the Branch office
which are not expressly assumed by the other party and (y) all liabilities and
obligations incurred by the other party with respect to the Branch office which
are expressly assumed by the indemnifying party; (ii) any acts, omissions or
events occurring during the period in which the indemnifying party conducted the
business of the Branch Office; (iii) any breach of any of the conditions or
covenants made by either party hereto. Further, Seller shall indemnify Buyer
from any Claim relating to (i) the return of an item accepted for deposit on or
before the Closing Date to the extent that Seller would have otherwise been
liable therefor had Seller retained the applicable Deposit; (ii) U. S. Treasury
reclamation actions relating to items accepted for deposit on or before the
Closing Date to the extent that Seller would have otherwise been liable therefor
had Seller retained the applicable Deposit, and to the extent that there do not
exist sufficient customer funds to repay such claim and (iii) any failure to
report or misreporting of taxpayer identification numbers prior to the Closing
Date. The amounts recoverable by either party with respect to any such claims
against the other shall reflect, and such other party shall only be obligated to
pay, the net amount of damages suffered by the other party entitled to recovery
after giving effect to any insurance proceeds recoverable with respect to such
matters. Each party shall select its own counsel, if any, and shall pay for the
defense of the other party, including

reasonable attorneys' fees and costs, with respect to any claim against which
such paying party is obligated to indemnify such other party as provided in this
Section 10.4. If such other party chooses to have counsel of its own choosing in
addition to that provided by the paying party, it may do so at its sole expense.
Each party shall provide to the other written notice of any claim to which such
other party's indemnity obligations hereunder do or may apply within sixty (60)
business days after becoming aware of the existence of such claim.

10.5 TAX REPORTING. Neither Buyer nor Seller will take a
position with any federal, state or local taxing authority contrary to any of
the terms or provisions of this Agreement.

10.6 INTEREST REPORTING. Seller shall report from January 1,
1995 through the Closing Date, and Buyer shall report from the Closing Date and
thereafter, all interest credited to, interest premiums paid on, interest
withheld from, and early withdrawal penalties charged to, the Deposits. Such
reports shall be made to the holders of the Deposit accounts and to the
applicable federal and state taxing agencies.

10.7 WITHHOLDING. Following the Closing Date, Seller shall
deliver to Buyer (i) "B" notices (TINs do not match) and "C" notices
(underreporting/IRS imposed withholding) received by it from the IRS regarding
any of the accounts included within the Deposits, and (ii) all notices received
from the IRS releasing withholding restrictions on any of the accounts included
within the Deposits. Any amounts required by any governmental agency to be
withheld from any of the accounts included within the Deposits (the "Withholding
Obligations") or an penalties imposed by any governmental agency will be handled
as follows:

(a) Any Withholding Obligations required to be
remitted to the appropriate governmental agency on or prior to the Closing Date
will be withheld and remitted by Seller, and any other sums withheld by Seller
pursuant to Withholding Obligations prior to the Closing Date shall also be
remitted by Seller to the appropriate governmental agency on or prior to the
time they are due;

(b) Any Withholding Obligations required to be
remitted to the appropriate governmental agency after the Closing Date with
respect to Withholding Obligations after the Closing Date shall be withheld and
remitted by Buyer.

10.8 POST-CLOSING RECONCILIATION.

(a) For a period of sixty (60) days following the
Closing Date (the "Inclearing Period"), Seller shall continue to process checks
or drafts, drawn on deposit accounts which are not intercepted by the applicable
Federal Reserve Bank ("Federal Reserve"). During the Inclearing Period, Seller
shall by 3:00 p.m. Pacific Time on the date of presentment make all of such
checks or drafts available to Buyer's courier at Seller's data processing center
located at 16420 Valley View Street, La Mirada, California along with a cash
letter listing all such checks or drafts. By 3:00 p.m. Pacific Time [close of
business] on each day of presentment during the Inclearing Period, Buyer shall
credit Seller's due to correspondent account with the amount set forth in the
cash letter less adjustments for all items presented to Buyer on that day. Upon
expiration of the Inclearing Period, Seller shall cease honoring inclearing
items presented against the Deposits and such items shall be returned marked
"Refer to Maker".

(b) ACH TRANSACTIONS. Seller shall provide to Buyer
no later than 30 days prior to the Closing Date, the customer name, customer
account number, and the originator identification number for each automated
clearinghouse ("ACH") entry for the Deposit accounts, and shall further provide,
within two business days following the Closing Date, an updated list as of the
close of business on the Closing Date. Following closing, Seller shall transmit
to Buyer no later than 12:00 p.m. Pacific Time all information pertaining to ACH
items affecting Deposit during each business day including claim number, suffix,
if applicable, source name, trade identification, company identification, client
name and account number and effective date. Seller will credit such finds to
Buyer's due from account maintained with Seller. For a period of 60 days
following the Closing Date, Seller agrees to continue to accept and immediately
forward to Buyer all ACH entries and corresponding funds. Seller agrees to
include the originator identification number, and Buyer agrees to immediately
notify and instruct the originator of the

ACH to reroute the entries directly to Buyer. Buyer shall be responsible for
processing and responding to any reclamation requests. Losses due to reclamation
requests related to Deposits that are closed or have insufficient funds to cover
a reclamation request will be absorbed by Seller if the reclamation is against a
credit received on or prior to the Closing and by Buyer if against a credit
received after closing. After the 60 day period, Seller may discontinue
accepting and forwarding ACH entries and return them to the originators.

(c) RETURNED ITEMS. For a period of 60 days following
the Closing Date, Seller shall make available no later than 3:00 p.m. Pacific
Time to Buyer's courier a cash letter containing all returned items received on
that business day. Buyer shall credit Seller's due to account maintained with
Buyer by the close of business that day an amount equal to the cash letter for
such returned items. Returned items are those items that are included within the
Deposits transferred to Buyer but that are returned unpaid to Seller after the
Closing Date. Buyer shall notify Seller by facsimile of any unacceptable
returned items and Seller shall reimburse Buyer's due from account upon receipt
of such unacceptable returned items.

10.9 REQUESTS FOR DOCUMENTS AFTER CLOSING. For so long as Seller
is required to maintain the books and records relating to the Deposits under
Section 2.2, Seller shall, at Buyer's request, provide research services
relating to documentation retained by Seller in connection with requests for
documents made on behalf of customers or by court order relating to litigation
involving customers. Fees for documents produced at the request of customers
shall be Seller's customary research fees in effect from time to time, provided
fees for document research relating to State or Federal litigation shall not
exceed those set forth in California Evidence Code Section 1563.

11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

All representations and warranties made under this Agreement by either
party shall survive the Closing; PROVIDED, however, that from and after the
Closing neither Buyer nor Seller shall have any liability for any
misrepresentation or breach of warranty unless all losses, costs and damages
which a party may incur by reason of misrepresentations or breaches of warranty
of

the other party shall exceed an aggregate of $5,000 in which event the party
causing such losses, costs and damages shall be liable for the amount of the
claims in excess of $5,000.

12. TERMINATION.

12.1 TERMINATION AGREEMENT. Except as is otherwise provided in
Section 12.3, this Agreement shall terminate and shall be of no further force or
effect as between the parties hereto upon the occurrence of any of the
following:

(i) Immediately upon the expiration of fifteen (15)
days from the date that Seller has given notice to Buyer of a breach or default
by Buyer in the performance of any covenant, agreement, representation,
warranty, duty or obligation hereunder; PROVIDED, however, that no such
termination shall be effective if, within such fifteen (15) day period, Buyer
shall have substantially corrected and cured the grounds for termination as set
forth in such notice of termination;

(ii) Immediately upon the expiration of fifteen (15)
days from the date that Buyer has given notice to Seller of a breach or default
by Seller in the performance of any covenant, agreement, representation,
warranty, duty or obligation hereunder; PROVIDED, however, that no such
termination shall be effective if, within such fifteen (15) day period, Seller
shall have substantially corrected and cured the grounds for termination as set
forth in such notice of termination;

(iii) Upon mutual agreement of the parties, if it
appears unlikely that the regulatory approvals required in order to fulfill the
conditions set forth in Section 5.l.2 of this Agreement will be obtained, or if
the parties otherwise mutually agree to terminate this Agreement for any other
reason;

(iv) Upon written notice by either party to the other
party if the Closing has not occurred on or before December 31, 1995, unless
such date is extended by the mutual agreement of the parties hereto.

12.2 IMMATERIAL BREACH. Notwithstanding anything to the contrary
contained herein, no party hereto shall have the

right to terminate this Agreement on account of its own breach or because of any
immaterial breach by any other party hereto of any covenant, agreement,
representation, warranty, duty or obligation hereunder.

12.3 EFFECT OF TERMINATION. No termination of this Agreement
under this Section 12 shall release, or be construed as so releasing, any party
hereto from any liability or damage to any other party hereto arising out of, in
connection with or otherwise relating to, directly or indirectly, such party's
material and bad faith breach, such party's default, breach or failure if
performance of any of its warranties, representations, covenants, agreements,
duties or obligations arising hereunder. No termination of this Agreement under
this Section 12 or for any other reason shall terminate or release any party
hereto from its obligations set forth in Sections 10.5, 15.1 or 15.2 of this
Agreement.

12.4 WAIVER OF RIGHT TO TERMINATE. Either Buyer or Seller may,
at its written election, waive any of their respective rights to terminate this
Agreement under the foregoing provisions of this Section 12, and the parties
shall be deemed to have waived such rights from and after the Closing Date even
though actual settlement may have been delayed pursuant to the
provisions of Section 14.

13. EFFECT ON THIRD PARTIES.

Except as otherwise provided by law, neither the rights of creditors
and depositors of Seller nor any liability or obligation for payment of money
nor any claim or cause of action against Seller shall be in any manner released
or impaired by this Agreement or by the transactions contemplated hereunder, and
the rights and obligations of all creditors and depositors and of all other
persons shall remain unimpaired; Buyer shall succeed to all such obligations and
liabilities only to the extent included among the Liabilities as of the day
prior to the Closing Date and shall be liable from then and thereafter to pay,
discharge and perform all such debts and obligations of Seller assumed pursuant
to this Agreement and in connection with the transaction contemplated hereunder
in the same manner as if Buyer had itself incurred the debts or obligations, and
Buyer shall succeed to all rights, offsets and defenses of Seller in connection
therewith.

14. DELAYED SETTLEMENTS.

14.1 FINAL SETTLEMENT. All claims by either party to this
Agreement regarding the proper computation of the Payment Amount under this
Agreement shall be submitted in writing to the other party within 90 days
following the Closing Date, except for such claims a relate to Deposits which
are credit card merchant accounts, for which such period shall be 180 days. No
claim shall be valid and no Payment Amount adjustment shall be made with respect
to any claim which is not submitted within such 90- or 180-day period, as
applicable, whether or not such claims should or could have come to the
attention of the claiming party prior to the expiration of such period of time.
All claims submitted by the parties within the 90- or 180-day period shall be
resolved by the mutual agreement of the parties (or by such other means as the
parties may designate in writing at some future date) within nine months
following the Closing Date. The parties agree to use their best efforts to
resolve all claims by mutual agreement, and in this connection each party agrees
that its representatives will be available at reasonable times to discuss and
resolve any disputed matters. In the event such claim cannot be resolved within
nine months following the Closing Date, the claiming party may commence or
institute a legal action or proceeding to enforce such claim.

14.2 PAYMENT AND INTEREST. Any amounts payable by one party to
the other pursuant to Sections 14.1 and 14.2 shall be payable upon demand of the
party entitled thereto in immediately available funds and shall bear interest
(payable on demand in immediately available funds) from and after the Closing
Date to the day of payment at a rate per annum (calculated for actual days
elapsed on the basis of a 365-day year) equal to the rate for Fed Funds
published in the Wall Street Journal Western Edition from time to time, which
rate shall be adjusted from time to time as said Fed Funds' rate changes.

15. MISCELLANEOUS.

15.1 CONFIDENTIALITY AND PUBLICITY. Except as contemplated by
this Agreement or as is necessary to carry out the transaction contemplated
hereby, all information or documents furnished by either party to the other
party in connection with this Agreement, and not otherwise known to the other
party or

already in the public domain, shall be kept confidential, except as disclosure
may be required to obtain the regulatory approvals contemplated herein. If for
any reason this transaction is not consummated, each party shall return to the
other all information and copies or originals of any documents or other
materials furnished pursuant to this Agreement. The parties shall coordinate
all publicity relating to this purchase and sale. No party shall issue any press
release or other written public notice or make any public statement in
connection with this Agreement or the transaction contemplated hereby without
the prior written consent of the other party, or unless in the sole opinion of
such party's legal counsel a press release or other written public notice or
statement is required by applicable law or regulation.

15.2 EXPENSES. Except as is otherwise provided in Sections 10.5
and 15.9 of this Agreement, whether the Closing takes place or whether this
Agreement is terminated, each party shall pay its own costs and expenses imposed
on or incurred by it in connection with this Agreement and the transactions
contemplated hereby, including, but not by way of limitation, all regulatory
fees, attorneys' fees, accounting fees, and other expenses.

15.3 NOTICES. All notices, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered in person or by United States mail, certified or registered, with
return receipt requested, or otherwise actually delivered, as follows:

(i) If to Seller, to:

Southern California Bank
P.O. Box 588
16420 Valley View
La Mirada, CA 90637

Attn: Mr. Bruce Roat

(ii) If to Buyer, to:

Home Bank
2633 Cherry Avenue

Signal Hill, California 90806

Attn: Mr. Keith W. Barnes

The persons or addresses to which mailings or deliveries shall be made may
change from time to time by notice given pursuant to the provisions of this
Section 15.3. Any notice, demand or other communication given pursuant to the
provisions of this Section 15.3 shall be deemed to have been given on the date
actually delivered or five (5) days following the date deposited in the United
State mail, properly addressed, postage prepaid, as the case may be.

15.4 SUCCESSORS AND ASSIGNS. All terms and provisions of this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective transferees, successors and permitted assigns;
PROVIDED, however, this Agreement and all rights, privileges, duties and
obligations of the parties hereto may not be assigned or delegated by any party
hereto without the prior written consent of the other party.

15.5 THIRD PARTY BENEFICIARIES. Each party hereto intends that
this Agreement shall not benefit or create any right or cause of action in or on
behalf of any person other than the parties hereto.

15.6 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one instrument.

15.7 GOVERNING LAW. This Agreement is made and entered into in
the Stat of California and the laws of that state shall govern the validity and
interpretation hereof and the performance of the parties hereto of their
respective duties and obligations hereunder.

15.8 CAPTIONS. The captions contained in this Agreement are for
convenience of reference only and do not form a part of this Agreement.

15.9 ATTORNEYS FEES. In the event either party to this Agreement
brings an action or suit against the other party by reason of any breach of any
covenant, agreement, representation, warranty or any other provision hereof, or
any breach of any duty or obligation created hereunder by such other party, the
prevailing party in whose favor final judgment is entered shall be entitled to
have and recover of and from the losing party, all costs and expenses incurred
or sustained by such prevailing party in connection with such suit or action,
including without limitation, legal fees and court costs (whether or not taxable
as such).

15.10 ENTIRE AGREEMENT. The making, execution and delivery of
this Agreement by the parties hereto have been induced by no representations,
statements, warranties or agreements other than those herein expressed. This
Agreement embodies the entire understanding of the parties and there are no
further or other agreements or understandings, written or oral, in effect
between the parties relating to the subject matter hereof, unless expressly
referred to by reference herein.

IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day on this instrument and the agreements contained
herein may be amended or modified only by an instrument of equal formality
signed by the parties or their duly authorized agents. d year first above
written.

SELLER:

SOUTHERN CALIFORNIA BANK

By /s/
-----------------------------------------
Its EVP/COO
----------------------------------------

BUYER:

HOME BANK

By /s/
-----------------------------------------
Its President
----------------------------------------

EXHIBIT B

Account Transfer Agreements

Automated Clearing House Debit Authorizations

Check File Dividers with Specimen Signatures

Credit Card Merchant Processing Agreements

Final Hold Report

Final Stop Payment Report

Final Trial Balance

Hold Orders

Individual Retirement Plan Account Documents

New Account Legal Documentation:
Articles of Incorporation
Court Orders
Fictitious Firm Name Filings
Partnership Agreements
Trust Agreements

Open Levies, Writs & Attachments

Pledged Account Agreements

Signature Cards

Stop Payment Orders

Telephone Transfer Authorizations

W-9 Taxpayer Identification Certification Forms

Wire Transfer Authorizations