AMENDMENT NO. 2 TO PURCHASE
AND SALE AGREEMENT AND LEASE
This Amendment No. 2 to Purchase and Sale Agreement and Lease (the "Amendment") is made with reference
to the Purchase and Sale Agreement and Lease dated January 22, 1997, as amended by Amendment No. 1 on
April 11, 1997 (the "Agreement"), by and between Mission Community Bank, N.A. (In Organization) ("Buyer")
and Alex Madonna and Phyllis Madonna, as community property ("Seller").
For good and valuable consideration Buyer and Seller hereby agree as follows:
1. The last sentence of Section 2.02 of the Agreement is hereby amended to read as follows:
"The Escrow must be in the condition to close not later than December 1, 1997, unless the closing date is
extended pursuant to the terms of this Agreement or pursuant to the written agreement of Buyer and Seller."
2. All references in Sections 4.06 and 5.01 of the Agreement to "June 1, 1997" are hereby amended to "Oct. 1,
3. The date "June 30, 1997" in Section 5.04 of the Agreement is hereby amended to "December 1, 1997."
4. Buyer and Seller acknowledge and agree that the results of the Phase I Report and/or other soils reports have
identified the existence of lead residue on the Property. Anything herein to the contrary notwithstanding, Seller
agrees to deliver into Escrow on or before October 15, 1997 a written plan for remediation, to take all steps
necessary to carry out that plan, to eliminate and/or remove the lead residue from the Property to the full
satisfaction of Buyer and applicable governmental authorities, all at Seller's sole cost and expense, and to certify
same to Buyer not later than ten (10) days prior to the close of Escrow.
5. Section 6.01(i) of the Agreement is hereby amended to read as follows:
"Except with respect to Hazardous Substances placed on the Property by Buyer or its agent or employees, Seller
will be solely responsible for and will defend, and indemnify and hold Buyer, its agents and employees harmless
from and against any and a