ESTOPPEL,
NON-DISTURBANCE & ATTORNMENT AGREEMENT

THIS AGREEMENT, made and entered into as of the 21 st  day of September, 2006, by and between Mission Community Bank, a California banking corporation, (“Lessee”) whose address is 581 Higuera Street, San Luis Obispo CA 93401; Walter Bros. Construction Co., Inc.,, a California corporation (“Borrower”/ “Lessor”), whose address is 3220 South Higuera Street, San Luis Obispo, California 93401, and Mid-State Bank & Trust (“Lender”), whose address is P. O. Box 6002, Arroyo Grande, California, 93421-6002.

A.    Lender has made, or is making, a loan or loans (the “Loan”) to Borrower secured by one or more deeds of trust, without limitation, dated October 28, 2003 and August 25, 2005, (the “Deeds of Trust”) on the real property legally described in Exhibit “A”: attached hereto and known as 3190, 3196, 3220, 3232, 3238, 3240, 3250 Higuera Street; Assessor’s Parcel Numbers  053-041-033, -023, -039 & -038 (the “Real Property”); and

B.     Lessee is the lessee under a Lease dated September 21, 2006, made by Borrower, as Lessor, demising approximately 32,500 square feet of the Real Property located at the corner of South Higuera and Prado Road, in the City of San Luis Obispo, County of San Luis Obispo, State of California [a portion of Assessor’s Parcel Number 053-041-033], and it is the intent of Borrower and Lessee that Borrower will obtain a lot line adjustment from the City of San Luis Obispo, whereby a separate parcel will be created (the “Lot Line Adjustment”) which new parcel shall be the leased premises (“the Demised Premises”) (said lease and all amendments thereto being referred to as the “Lease”); and

C.   The Lessee requires that Lessee, Borrower and Lender execute this Agreement as a condition of the Lease: and

D.    In return, Lender is agreeable to not disturbing Lessee’s possession of the

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ESTOPPEL,
NON-DISTURBANCE & ATTORNMENT AGREEMENT

THIS AGREEMENT, made and entered into as of the 21 st  day of September, 2006, by and between Mission Community Bank, a California banking corporation, (“Lessee”) whose address is 581 Higuera Street, San Luis Obispo CA 93401; Walter Bros. Construction Co., Inc.,, a California corporation (“Borrower”/ “Lessor”), whose address is 3220 South Higuera Street, San Luis Obispo, California 93401, and Mid-State Bank & Trust (“Lender”), whose address is P. O. Box 6002, Arroyo Grande, California, 93421-6002.

A.    Lender has made, or is making, a loan or loans (the “Loan”) to Borrower secured by one or more deeds of trust, without limitation, dated October 28, 2003 and August 25, 2005, (the “Deeds of Trust”) on the real property legally described in Exhibit “A”: attached hereto and known as 3190, 3196, 3220, 3232, 3238, 3240, 3250 Higuera Street; Assessor’s Parcel Numbers  053-041-033, -023, -039 & -038 (the “Real Property”); and

B.     Lessee is the lessee under a Lease dated September 21, 2006, made by Borrower, as Lessor, demising approximately 32,500 square feet of the Real Property located at the corner of South Higuera and Prado Road, in the City of San Luis Obispo, County of San Luis Obispo, State of California [a portion of Assessor’s Parcel Number 053-041-033], and it is the intent of Borrower and Lessee that Borrower will obtain a lot line adjustment from the City of San Luis Obispo, whereby a separate parcel will be created (the “Lot Line Adjustment”) which new parcel shall be the leased premises (“the Demised Premises”) (said lease and all amendments thereto being referred to as the “Lease”); and

C.   The Lessee requires that Lessee, Borrower and Lender execute this Agreement as a condition of the Lease: and

D.    In return, Lender is agreeable to not disturbing Lessee’s possession of the

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Demised Premises covered by the Lease, so long as Lessee is not in default under the Lease.

NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.   Estoppel . The Lease has been duly executed and accepted by Lessor and Lessee, constitutes the entire agreement between Lessor and Lessee as pertains to the Lease of the Premises and has not been modified either in writing or orally, except as reflected in the copy of the Lease provided to Lender.

As of the date of this Agreement, (i) except for the completion of the Lot Line Adjustment, all conditions and obligations to be performed by either Lessor or Lessee under the Lease have been satisfied; (ii) there exists no breach, default or event or condition which would constitute such a breach or default under the Lease; (iii) there are no existing claims, defenses or offsets against obligations of either Lessor or Lessee under the Lease, including any against rents due or to become due under the terms of the Lease; and (iv) no deposits or prepayments of rent have been made in connection with the Lease except as may be described in the Lease.

2.   Lessee Not To Be Disturbed . So long as Lessee is not in default (beyond any period given Lessee by the terms of the Lease to cure such default) in the payment of rent or additional rent or of any of the terms, covenants or conditions of the Lease on Lessee’s part to be performed:  (a) Lessee’s possession of the Premises, and its rights and privileges under the Lease, including but not limited to any extension or renewal rights, and application of insurance proceeds and condemnation awards shall not be diminished or interfered with by Lender; and, (b) Lender will not join Lessee as a party defendant in any action or proceeding foreclosing the Deeds of Trust unless such joinder is necessary to foreclose the Deeds of Trust and then only for such purpose and not for the purpose of terminating the Lease.

3.   Lessee to Attorn To Lender . If Lender shall become the owner of the Premises or the Premises shall be sold by reason of foreclosure, or other proceedings brought to enforce the Deeds of Trust, or the Premises shall be transferred by Deed in lieu of foreclosure, the Lease shall continue in full force and effect as a direct Lease between the then owner of the Premises (hereinafter the “other owner”), who shall succeed t

Demised Premises covered by the Lease, so long as Lessee is not in default under the Lease.

NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.   Estoppel . The Lease has been duly executed and accepted by Lessor and Lessee, constitutes the entire agreement between Lessor and Lessee as pertains to the Lease of the Premises and has not been modified either in writing or orally, except as reflected in the copy of the Lease provided to Lender.

As of the date of this Agreement, (i) except for the completion of the Lot Line Adjustment, all conditions and obligations to be performed by either Lessor or Lessee under the Lease have been satisfied; (ii) there exists no breach, default or event or condition which would constitute such a breach or default under the Lease; (iii) there are no existing claims, defenses or offsets against obligations of either Lessor or Lessee under the Lease, including any against rents due or to become due under the terms of the Lease; and (iv) no deposits or prepayments of rent have been made in connection with the Lease except as may be described in the Lease.

2.   Lessee Not To Be Disturbed . So long as Lessee is not in default (beyond any period given Lessee by the terms of the Lease to cure such default) in the payment of rent or additional rent or of any of the terms, covenants or conditions of the Lease on Lessee’s part to be performed:  (a) Lessee’s possession of the Premises, and its rights and privileges under the Lease, including but not limited to any extension or renewal rights, and application of insurance proceeds and condemnation awards shall not be diminished or interfered with by Lender; and, (b) Lender will not join Lessee as a party defendant in any action or proceeding foreclosing the Deeds of Trust unless such joinder is necessary to foreclose the Deeds of Trust and then only for such purpose and not for the purpose of terminating the Lease.

3.   Lessee to Attorn To Lender . If Lender shall become the owner of the Premises or the Premises shall be sold by reason of foreclosure, or other proceedings brought to enforce the Deeds of Trust, or the Premises shall be transferred by Deed in lieu of foreclosure, the Lease shall continue in full force and effect as a direct Lease between the then owner of the Premises (hereinafter the “other owner”), who shall succeed t