NORTH VALLEY BANCORP
EXHIBIT 10 (MM)
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<TYPE>EX-10.MM
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<FILENAME>ex10_mm.txt
<DESCRIPTION>EXHIBIT 10 (MM)
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                                                                  Exhibit 10(mm)
                             [graphic logo omitted]

                          INFORMATION TECHNOLOGY INC.
                           SOFTWARE LICENSE AGREEMENT

      Agreement made between Information Technology, Inc. (the "Vendor"),
                      and the "Customer" identified below:

I.   LICENSED SOFTWARE

     1.1 LICENSE. Vendor grants to Customer and Customer accepts from Vendor a
nonexclusive and nontransferable license to use the software identified in
Appendix A (the "Software") under the terms set forth in the agreement. The
license herein granted shall commence upon the date of delivery of the software
and shall remain in effect for so long as Vendor's warranties set forth in
Article V remain in effect.

     1.2 PROPRIETARY NATURE OF SOFTWARE AND TITLE. The Software and any
operations manuals, instructions, and other documents or written materials
provided to Customer as instruction in the use of the Software (the
"Documentation") are acknowledged by Customer to be and contain Vendor's
proprietary information and trade secrets, whether or not any portion thereof is
or may be validly copyrighted or patented, acknowledged to be protected by civil
and criminal law, and acknowledged to be of great value to Vendor. Except as
specifically licensed under this agreement, title and all ownership rights to
the Software and the Documentation remain with Vendor. Customer shall retain or
affix such evidences of ownership and proprietary notices as Vendor may
reasonably request. This paragraph shall survive the term or termination of this
agreement.

     1.3 USE OF SOFTWARE. The Software may be used only for, by and on behalf of
Customer and only in connection with Customer's business operations. This
license is granted only for use at the single location identified in Appendix A,
upon a single computer system (CPU) as identified in Appendix A, and is limited
to processing of not more than the number of accounts (as hereinafter defined)
specified in Appendix A. The Software may not be used upon any other computer or
at any other location except the Software may be operated on servers,
workstations, personal computers or other devices, to enter, transfer,
interpret, display or otherwise manipulate Customer data maintained on the CPU
or the network of servers and devices communication continuously or
intermittently with the CPU, or as provided under Paragraph 1.4. In the event
Customer's usage exceeds the account limitation set forth in Appendix A, or if
the CPU is changed, a new Software License Agreement shall be required,
including the payment of an additional license fee. For purposes of this
Agreement, "accounts" are defined as the total of all accounts (open or closed)
for demand deposit, demand deposit loan, savings, time savings, IRA, certificate
of deposit, and loan accounts, processed by Customer, for the institutions being
serviced with the Software licensed hereunder.

     1.4 BACKUP AND EMERGENCY USE. In the event Customer is unable to use the
Software at the location identified in Appendix A due to an emergency, or to
test emergency procedures, Vendor grants to Customer the right to use the
Software at a location other than the location defined in Appendix A. Any such
use shall be subject to all other restrictions of this agreement and shall
continue only so long as the condition giving rise to such use continues. Prior
to commencing such use, if possible, and in any event within forty-eight (48)
hours of such use, Customer shall give Vendor written notice of the
circumstance, location and the expected length of such use. Failure to give
notice shall nullify Customer's right of emergency use, as herein granted.

     1.5 ASSIGNMENT. Customer rights under this agreement and in and to the
Software may not be assigned, licensed, sublicensed, pledged, or otherwise
transferred voluntarily, by operation of law or otherwise without Vendor's prior
written consent, and any such prohibited assignment shall be null and void.

II.  CONSIDERATION

     2.1 LICENSE FEE. In consideration of the license of the Software granted
under this agreement, Customer shall pay to Vendor the license fee specified in
Appendix A. Such license fee does not include, except as expressly provided in
this agreement or Appendix A hereto, installation or maintenance of the
Software, data base conversion, media, transportation charges, or taxes, all of
which costs and taxes shall be the obligation of Customer.

     2.2. MANNER OF PAYMENT. The license fee listed in Appendix A shall be
payable in the following manner:

         (A) A percentage of the license fee, as specified in Appendix A, upon
     execution of this license agreement by Customer.

         (B) The balance, including any applicable taxes, upon delivery of the
     Software by Vendor to Customer.

Invoices respecting the license fee shall be rendered in accordance with the
above payment schedule and are payable to Vendor at Vendor's address set forth
within ten (10) days of receipt.

     2.3 TAXES. In addition to the license fee payable hereunder, Customer shall
pay all taxes (including, without limitation, sales, use, privilege, ad valorem
or excise taxes) and custom duties paid or now or hereafter payable, however
designated, levied or based on amounts payable to Vendor hereunder, on
Customer's use or possession of the Software under this agreement or upon the
presence of the Software at the location identified in Appendix A, but exclusive
of federal, state and local taxes based on Vendor's net income. Customer shall
not deduct from payments to Vendor any amounts paid or payable to third parties
for customs duties or taxes, however designated.

     2.4 CURRENCY. The purchase price and any other charges arising under this
agreement shall be invoiced and be payable in U.S. Dollars.

     2.5 LATE PAYMENT. Customer shall pay a late payment charge of one and
one-half percent (1 1/2%) per month, or the maximum late payment charge
permitted by applicable law, whichever is less, on any amount payable by
Customer under this Agreement and not paid when due. Said late payment charge
shall be applied for each calendar month (or fraction thereof) that such payment
is not made following its due date.

     2.6 SECURITY. Vendor reserves and Customer grants to Vendor a security
interest in the rights of Customer for use of the Software and in the
Documentation as security for the performance by Customer of its obligations
hereunder including, but not limited to, payment of the license set forth in
Appendix A. A copy of this agreement may be filed in appropriate filing office
at any time after signature by Customer as a financing statement or Vendor may
require and Customer shall execute a separate financing statement for purposes
of perfecting Vendor's security interest granted pursuant to the provision of
this paragraph.

III. DELIVERY, TRAINING AND OPERATION

     3.1 DELIVERY. Vendor shall deliver the Software and Customer shall accept
delivery of the Software at Customer's address set forth below. Unless delayed,
as hereinafter provided for, delivery shall be completed within one (1) year of
the date this agreement is accepted by Vendor.

     3.2 DELIVERY DELAYS. In the event Customer requests delay of delivery,
Vendor shall not be obligated to effect delivery of

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the Software except upon thirty (30) days written notice by Customer to Vendor.
If delay in delivery is due to any cause beyond the control of Vendor, the date
upon which delivery is to be completed shall be extended by the number of days
of such delay.

     3.3 TRAINING. Classes in the operation of the Software are available at the
offices of Vendor on a regularly scheduled basis. Customer's entitlement, if
any, to such training is as set forth in Appendix A for such additional charges,
if any, as may be set forth therein. Reasonable additional training will be
provided to Customer at the offices of Vendor upon Customer's request, at
Vendor's normal rates with respect thereto. All travel, meal and lodging
expenses of Customer in connection with such training shall be borne by
Customer. On-site training or assistance will be available solely at Vendor's
discretion and will be charged to Customer at Vendor's normal rates together
with reasonable expenses for travel, meals, lodging and local transportation.

     3.4 ASSISTANCE BY CUSTOMER. Customer shall provide reasonable assistance
and cooperation to Vendor in preparation of the Software and the delivery or
installation thereof. Such assistance and cooperation shall include, as
appropriate, reasonable access to Customer's facility and to Customer's records,
as necessary.

     3.5 DOCUMENTATION. Operation manuals in respect to the Software will be
delivered to Customer prior to or contemporaneously with the delivery of the
Software.

     3.6 RISK OF LOSS. If the Software of the Documentation is lost or damaged,
in whole or in part, during shipment, Vendor will replace said Software or
Documentation at no additional charge to Customer. Upon delivery in good
condition of the Software and the Documentation, Customer shall be responsible
therefor and bear the risk of loss for said Software and Documentation.

     3.7 CONVERSION ASSISTANCE. Vendor may, at its sole discretion, assist
Customer in the conversion of Customer's files from computer processor or
in-house computer system at Vendor's normal charge for such assistance.
Expenses, including but not limited to computer time, travel, meals, lodging and
local transportation incurred in connection therewith, shall be borne by
Customer. In no event shall Vendor be liable to Customer for loss of profits,
consequential, incidental, indirect or special damages arising from Vendor's
efforts to assist in the conversion of Customer's files.

     3.8 OPERATION. Customer acknowledges and agrees that it is exclusively
responsible for the operation, supervision, management and control of the
Software, including, but not limited to, providing adequate training for its
personnel, instituting appropriate security procedures, and implementing
reasonable procedures to examine and verify all output before use. Vendor shall
have no responsibility or liability for Customer's selection or use of the
Software or any associated equipment.

     3.9 CUSTOMER OBLIGATIONS. In order to maintain the continuing integrity and
proper operation of the Software, Customer agrees to implement, in the manner
instructed by Vendor, each error correction and each enhancement and improvement
provided to Customer by Vendor. Customer's failure to do so shall relieve Vendor
of any responsibility or liability whatsoever for any failure or malfunction of
the software as modified by a subsequent correction or improvement, but in no
such event shall Customer be relieved of the responsibility for payment of fees
and charges otherwise properly invoiced during the term hereof. If requested by
Vendor, Customer agrees to provide written documentation and details to Vendor
to substantiate problems and to assist Vendor in the identification and
detection of problems, errors and malfunctions; and Customer agrees that Vendor
shall have no obligation or liability for said problems until it has received
such documentation and details from Customer.

     3.10 SECURITY AND CONFIDENTIALITY. The security and confidentiality of
Customer's data, including the information of its depositors and other customers
contained therein is expressly agreed to be the sole responsibility of Customer.
Customer warrants that it will take all steps reasonably necessary to protect
the confidentiality of such data and to prevent unauthorized disclosure of or
access thereto. Customer hereby releases Vendor from any claim arising from or
in any way related to access to Customer's database using the Software via use
of the Internet or any similar means of electronic communication. Customer
indemnifies and holds Vendor harmless from and against any loss suffered by
Customer and any third party claim arising from any unauthorized access of (i)
Customer's data, or (ii) the information of Customer's account holders or other
customers.

     3.11 USE AND SECURITY OF NONPUBLIC INFORMATION. Vendor agrees to treat
Customer's confidential business information with the same security as it would
its own. Any non-public personal information regarding Customer's depositors or
other customers disclosed by Customer to Vendor in any manner, will be used by
Vendor solely to carry out the purposes for which disclosed and shall not be
used in any manner prohibited by Title V of the Gramm-Leach-Billey Act.

IV.  VENDOR'S PROPRIETARY RIGHTS

     4.1 NON-DISCLOSURE. Customer shall take all reasonable steps necessary,
including any required by Vendor, to ensure that neither the Software nor the
Documentation, nor any portion thereof, on magnetic tape or disk or in any form,
is made available or disclosed by Customer or any of its agents or employees to
any other person, firm or corporation. Customer may disclose relevant aspects of
the Software and Documentation to its employees and, with Vendor's prior written
consent, agents to the extent such disclosure is reasonably necessary to
Customer's use of the Software, provided, however, Customer agrees that it will
cause all persons permitted such access to the Software and the Documentation to
observe and perform the foregoing non-disclosure covenant, and that it will
advise Vendor of the procedures employed for this purpose. Customer shall hold
Vendor harmless against any loss, cost, expense, claim or liability, including
reasonable attorney's fees, resulting from Customer's breach of this
non-disclosure obligation. This paragraph shall survive the term or termination
of this agreement.

     4.2 COPIES. Customer agrees that while the Software and the Documentation
are in its custody and possession, it will not (a) copy or duplicate or permit
anyone else to copy or duplicate any of the Software, Documentation or
information furnished by Vendor, or (b) create or attempt to create, by reverse
engineering or otherwise, the source programs or any part thereof from the
object program for the Software, the Documentation or other information made
available under this agreement or otherwise, (whether oral, written, tangible or
intangible). Notwithstanding the foregoing, Customer may make and retain two (2)
copies of the Software, including all enhancements and changes thereto, only for
use in emergencies or to test emergency procedures and may copy for its own use
and at its own expense the Documentation, but shall advise Vendor of the
specific item copied, the number of copies made and their distribution. The
original and any copies in whole or in part of the Software or Documentation
which are made pursuant to this provision shall be the exclusive property of
Vendor and shall be fully subject to the provisions of this agreement. Customer
agrees to retain or place Vendor's proprietary notice on any copies or partial
copies made pursuant to this provision.

     4.3 UNAUTHORIZED ACTS. Customer agrees to notify Vendor immediately of the
unauthorized possession, use, or knowledge of the Software, Documentation or any
information made available to Customer pursuant to this agreement, by any person
or organization not authorized by this agreement to have such possession, use or
knowledge. Customer will, thereafter, fully cooperate with Vendor in the
protection and redress of Vendor's proprietary rights. Customer's compliance
with this paragraph shall not, however, be construed in any way as a waiver of
Vendor's rights against Customer for Customer's negligent or intentional harm to
Vendor's proprietary rights, or for breach of Vendor's contractual rights.

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     4.4 INSPECTION. To assist Vendor in the protection of its proprietary
rights, Customer shall permit representatives of Vendor to inspect the Software
and Documentation and their use, including inspection of any location in which
they are being used or kept at all reasonable times.

     4.5 INJUNCTIVE RELIEF. If Customer attempts to use, copy, license,
sublicense, sell or otherwise convey or to disclose the Software or
Documentation, in any manner contrary to the terms of this agreement or in
derogation of Vendor's proprietary rights, whether such rights are explicitly
herein stated, determined by law or otherwise, Vendor shall have, in addition to
any other remedies available to it, the right to injunctive relief enjoining
such actions, Customer hereby acknowledging that other remedies are inadequate.

     4.6 ACCESS TO SOURCE CODE. Vendor has deposited the Software in source code
form and Documentation sufficient to facilitate maintenance, modification or
correction of the Software with the custodial agent named in Appendix A, Vendor
reserves the right to change said custodial agent at any time with written
notification to Customer within sixty (60) days of said change. If Vendor, its
successors or assigns shall cease to conduct business for any period in excess
of thirty (30) days, Customer shall have the right to obtain, for its own and
sole use only, a single copy of the then current version of the source code form
of the Software supplied under this agreement, and a single copy of the
Documentation associated therewith, upon payment to the person in control of the
said source code form of the Software of the reasonable cost of making each
copy. The source code form of the Software supplied to Customer under this
paragraph shall be subject to each and every restriction on use set forth in
this agreement. Customer acknowledges that the source code form of the Software
and the associated Documentation are extraordinarily valuable proprietary
property of Vendor and will be guarded against unauthorized use or disclosure
with great care.

     4.7 VENDOR'S EMPLOYEES. Customer acknowledges the relationship of Vendor
and its employees is of significant value to Vendor and that Vendor's employees
are possessed of specialized training and knowledge regarding Vendor and its
proprietary property, imparted to such employees at significant expense to
Vendor. Accordingly, Customer agrees that during the term hereof and for a
period of eighteen (18) months thereafter, Customer shall not, directly or
indirectly, solicit for employment or employ any person who is or within the
preceding twelve (12) months has been an employee of Vendor. Vendor shall have,
in additional to any other remedies available to it, the right to injunctive
relief enjoining any violations of this paragraph 4.7, Customer hereby
acknowledging that other remedies are inadequate. At Vendor's sole option,
Vendor may waive its right to injunctive relief and its right to exercise any
other remedy which might be available to it. In consideration of such waiver,
Customer shall thereupon pay Vendor as liquidated damages a fee equal in amount
to the total compensation paid by Vendor to the former employee for the twelve
(12) month next preceding the date of termination of employment of such employee
by Vendor.

V.   MAINTENANCE, ENHANCEMENTS AND WARRANTIES

     5.1 SOFTWARE WARRANTY. Vendor warrants that during the first twelve (12)
months following delivery of the Software (the "Warranty Period"), the Software
will perform in accordance with the then current Documentation provided
Customer, and further warrants that it has the right to authorize the use of the
Software under this agreement. Vendor's obligation and liability under this
paragraph shall, however, be limited to the replacement and correction of the
Software so that it will so perform, or to obtaining any authorization necessary
to make effective the grant of license to Customer of the use of the Software.

     5.2 PATENT INFRINGEMENTS. Vendor shall hold harmless and defend Customer
from any claim or any suit based on any claim that the use of the Software by
Customer under this agreement infringes on an patent, copyright, trademark, or
other proprietary right of any third party, provided that Customer gives Vendor
prompt and written notice of any such claim or suit and permits Vendor to
control the defense thereof.

     5.3 WARRANTY DISCLAIMER. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER
WARRANTIES AND NO OTHER WARRANTY IS EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.

     5.4 RENEWAL OF WARRANTIES. Unless sooner terminated pursuant to the
provisions of paragraphs 5.6, the warranties granted by 5.1 and 5.2 (subject,
however, to all limitations and disclaimers contained within this agreement) and
the right to any enhancements or corrections developed by Vendor under paragraph
5.5, shall be subject to extension for successive one-year warranty periods
commencing on the first anniversary date of delivery of the Software for four
(4) successive years. Such extension shall be deemed to automatically occur
unless notice is given by either customer or vendor of an election not to so
extend, such notice to be given on or prior to the sixtieth (60th) day preceding
the anniversary date of delivery. Any such extension shall in no event be
effective unless Customer shall have paid to Vendor on or prior to the
anniversary date of delivery an annual maintenance fee set forth in Appendix A.
Extension of Vendor's warranties beyond the fifth (5th) anniversary shall be
governed by Vendor's maintenance extension agreement.

     5.5 ENHANCEMENTS AND CHANGES. Vendor shall provide Customer with all
enhancements and changes to the Software designed or developed by Vendor and
released to its other customers during the Warranty Period. Any change or
enhancement to the Software, whether developed or designed by Vendor or by
Customer shall be and remain the property of Vendor, provided, however, that
Customer shall be entitled to a perpetual license without additional license fee
of any enhancements or corrections developed by Customer. Vendor reserves the
right to make changes in operating procedures, program language, file
structures, access techniques, general purpose programs, data storage
requirements, input and output formats, report formats, types of hardware
supported, throughput, and other related programming and documentation
improvements required to maintain the Software current. As part of these
services, Vendor will provide Customer the changes with written instructions
concerning implementation. It is understood and agreed that Vendor provision of
improvements and enhancements under this paragraph does not include providing
Customer a new set of software which may result from rewriting the Software.
Vendor alone shall determine whether the work product of Vendor constitutes new
software as a result of a complete rewrite (which is not provided to Customer
hereunder) or an improvement or enhancement of the Software (which will be
provided to Customer).

     5.6 TERMINATION OF WARRANTIES. The warranties expressed in paragraphs 5.1
and 5.2 and Customer's rights under paragraph 5.5 shall immediately terminate if
the Software is revised, changed, enhanced, modified or maintained by anyone
other then Vendor without the prior specific direction or written approval of
Vendor.

     5.7 LIMITATION OF LIABILITY. Customer expressly agrees that Vendor's
responsibilities in the event of breach of the warranties contained in
paragraphs 5.1 and 5.2 are as set forth in said paragraphs. Vendor's liability
for damages, including but not limited to liability for patent or copyright
infringement, regardless of the form of action, shall not exceed the license fee
set forth in Appendix A to this agreement and shall arise only if the remedies
provided in paragraphs 5.1 and 5.2 are not fulfilled by Vendor. Customer further
agrees that Vendor will not be liable for any lost profits, or for any claim or
demand against Customer by any other party, except a claim for patent or
copyright infringement as provided herein. IN NO EVENT WILL VENDOR BE LIABLE FOR
CONSEQUENTIAL DAMAGES EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.

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No action, regardless of form, arising out of this agreement, may be brought by
either party more than one (1) year after the cause of action has accrued,
except that an action for non-payment may be brought within one (1) year after
the date of last payment. No action by Vendor for wrongful disclosure or use of
the Software or Documentation shall be deemed to have accrued until Vendor
receives actual notice of such wrongful disclosure or use.

THE CUSTOMER REMEDIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE.

     5.8 THIRD PARTY SOFTWARE. The Software licensed hereunder may include
software developed and owned by third party licensors. Vendor's sole warranty
with respect to such third party software is that Vendor possesses the legal
right and authority to relicense such third party software to Customer. Specific
warranties regarding performance of such third party software shall be limited
to the warranties, if any, provided by such third party licensors. In exchange
for Customer's agreement not assert any claim for breach of such third party
licensor's warranties against Vendor, Vendor hereby assigned to Customer such
right, if any, as Vendor may posses to assert a claim for breach of warranty
against the third party licensor.

VI.  DEFAULT

     6.1 TERMINATION. Vendor may terminate this agreement and the license
granted hereunder in the event of a default by Customer unless Customer shall
have cured the event of default, as hereinafter defined, within twenty (20) days
after notice of such event of default given by Vendor to Customer. This
agreement and the license granted hereunder shall automatically terminate if
Vendor's warranties are not renewed as contemplated in paragraph 5.4 hereof.
Upon any termination of this agreement, Customer shall deliver to Vendor the
Software, the Documentation and all copies thereof and shall also warrant in
writing that all copies have been returned to Vendor or destroyed.

     6.2 EVENT OF DEFAULT. An event of default is defined as any of the
following:

         (A) Customer's failure to pay any amounts required to be paid to Vendor
     under this agreement on a timely basis;

         (B) Any attempt (i) to assign, sell, mortgage, lease, sublease,
     license, sublicense or otherwise convey, (ii) to grant any interest in,
     right of use of, or access to, or (iii) to otherwise disclose the Software
     or the Documentation, except, in any such case, as herein expressly
     permitted or as consented to in writing by the Vendor;

         (C) Causing or permitting any encumbrance, of any nature whatsoever to
     attach to Customer's interest in the Software in favor of any person or
     entity other than Vendor;

         (D) The entry of any order for relief under any provision of the
     federal bankruptcy code in any bankruptcy proceedings initiated by or
     against Customer; or

         (E) Customer's breach of any of the terms or conditions of this
     agreement.

     6.3 DAMAGES. Upon the occurrence of an event of default without cure within
the period of time above-provided, all license or other fees payable to Vendor
under this agreement shall without notice or demand by Vendor become immediately
due and payable as liquidated damages. This provision for liquidated damages
shall not be regarded as a waiver by Vendor of any other rights to which it may
be entitled in the event of Customer's default, but rather, such remedy shall be
in addition to any other remedy lawfully available to Vendor.

VII.  GENERAL

     7.1 TITLES. Titles and paragraph headings are for reference purposes only
and are not to be considered a part of this agreement.

     7.2 FORCE MAJEURE. No party shall be liable for delay in performance
hereunder due to causes beyond its control, including but not limited to acts of
God, fires, strikes, delinquencies of suppliers, acts of war or intervention by
any governmental authority, and each party shall take steps to minimize any such
delay.

     7.3 WAIVER. No waiver of any breach of any provision of this agreement
shall constitute a waiver of any prior, concurrent or subsequent breach of the
same or any other provisions hereof and no waiver shall be effective unless made
in writing and signed by an authorized representative of the party to be charged
therewith.

     7.4 SEVERABILITY. In the event that any provision of this agreement shall
be illegal or otherwise unenforceable, such provision shall be severed from this
agreement and the entire agreement shall not fail on account thereof, the
balance of the agreement continuing in full force and effect.

     7.5 NOTICES. Any notice which either party hereto is required or permitted
to give hereunder shall be addressed to the party to be charged therewith at the
address set forth below and shall be given by certified or registered mail. Any
such notice shall be deemed given on the date of deposit in the mail.

     7.6 ENTIRE AGREEMENT. THE PARTIES HERETO ACKNOWLEDGE THAT EACH HAS READ
THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS. THE PARTIES
FURTHER THAT THIS AGREEMENT AND ANY MODIFICATIONS MADE PURSUANT TO IT CONSTITUTE
THE COMPLETE AND EXCLUSIVE WRITTEN EXPRESSION OF THE TERMS OF THE AGREEMENT
BETWEEN THE PARTIES, AND SUPERSEDE ALL PRIOR OR COMTEMPORANEOUS PROPOSALS, ORAL
OR WRITTEN, UNDERSTANDINGS, REPRESENTATIONS, CONDITIONS, WARRANTIES, CONVENANTS,
AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER
OF THIS AGREEMENT. THE PARTIES FUTHER AGREE THAT THIS AGREEMENT MAY NOT BE
EXPLAINED OR SUPPLEMENTED BY A PRIOR OR EXISTING COURSE OF DEALINGS BETWEEN THE
PARTIES, BY ANY USAGE OF TRADE OR CUSTOM, OR BY ANY PRIOR PERFORMANCE BETWEEN
THE PARTIES PURSUANT TO THIS AGREEMENT OR OTHERWISE. IN THE EVENT CUSTOMER
ISSUES A PURCHASE ORDER OR OTHER INSTRUMENT COVERING THE SOFTWARE HEREIN
SPECIFIED, IT IS UNDERSTOOD AND AGREED THAT SUCH PURCHASE ORDER OR OTHER
INSTRUMENT IS FOR CUSTOMER'S INTERNAL USE AND PURPOSES ONLY AND SHALL IN NO WAY
AFFECT ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

     7.7 GOVERNING LAW. This agreement is accepted in the State of Nebraska, and
shall be enforced in accordance with and governed by the laws of the State of
Nebraska.

     7.8 CHOICE OF FORUM. Any action arising out of or related to this agreement
or the transaction herein described, whether at law or in equity, shall be
initiated in and litigated in the state or federal courts of the State of
Nebraska. In accordance herewith, the parties hereto submit to the jurisdiction
of the courts of said state. Any party being not a resident of Nebraska at the
time of suit hereby appoints the Secretary of State of Nebraska as its agent for
receipt of service of process.

     7.9 ATTORNEYS FEES. In the event that any action or proceeding is brought
in connection with this agreement the prevailing party therein shall be entitled
to recover its costs and reasonable attorney's fees.

     7.10 COUNTERPARTS/FACSIMILES. This agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Any signature to this
agreement may be transmitted by fax and a facsimile signature received by a
party hereto shall for all purposes be deemed an original signature hereto.

     7.11 EFFECTIVE DATE. This agreement shall be effective on the date accepted
and executed by an authorized representative of the Vendor.

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CUSTOMER:                                   VENDOR:

NORTH VALLEY BANCORP                        INFORMATION TECHNOLOGY, INC.
----------------------------------          ------------------------------------

Signature: /s/  JACK RICHTER                Signature: /s/ TIMOTHY D. CONZEMIUS
           -----------------------                     -------------------------
Name:           Jack Richter                Name:       Timothy D. Conzemius
       ---------------------------                ------------------------------
Title:           EVP/COO                    Title:      Vice President & CFO
       ---------------------------                ------------------------------
Address:  836 East Cypress Road             Address:    1345 Old Cheney Road
       ---------------------------                ------------------------------
          Redding, CA  96002                            Lincoln, NE  68512
       ---------------------------                ------------------------------
Date:          6/17/02                      Date Accepted:   June 18, 2002
       ---------------------------                        ----------------------


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                                  ADDENDUM TO
                           SOFTWARE LICENSE AGREEMENT
                                 DATED 6/17/02
                                       -------
                      BETWEEN INFORMATION TECHNOLOGY, INC.
                            AND NORTH VALLEY BANCORP

The Software License Agreement (hereinafter referred to as the "License
Agreement") executed on even date herewith is supplemented and amended as set
forth below. This Addendum is controlling in the event of conflict with the
terms of the License Agreement. This Addendum is being executed
contemporaneously with and forms an integral part of the License Agreement.

Customer and Vendor hereby agree to amend this License Agreement as follows:

1.   DEFINED TERMS. Unless the context in which used clearly otherwise requires,
terms defined in the License Agreement are used herein as in the License
Agreement defined.

2.   NEW PROVISION. The following paragraph is hereby added to the License
Agreement.

     6.4   VENDOR DEFAULT. Customer may terminate this agreement and the license
     granted hereunder in the event of a breach by Vendor of any of Vendor's
     warranties or a breach by Vendor of any other term or condition of this
     agreement, unless Vendor shall have cured the breach within twenty (20)
     days after notice of such breach given by Customer to Vendor.


CUSTOMER:                                   VENDOR:

NORTH VALLEY BANCORP                        INFORMATION TECHNOLOGY, INC.

By:  /s/ JACK RICHTER                       By: /s/ TIMOTHY D. CONZEMIUS
     -----------------------------              --------------------------------
Name:    Jack Richter                       Name:    Timothy D. Conzemius
     -----------------------------              --------------------------------
Title:   EVP / COO                          Title:  Vice President & CFO
     -----------------------------              --------------------------------
Address: 836 East Cypress Road              Address: 1345 Old Cheney Road
         Redding, CA  96002                          Lincoln, NE  68512

Date:    6/17/02                            Date Accepted:  June 18, 2002
     -----------------------------                        ----------------------

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</TEXT>
</DOCUMENT>
