RECITALS

EXHIBIT 4.1

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (the "Agreement") is made as of this 25th
day of July, 2001 between Community Bancorp Inc., a Delaware corporation and
registered bank holding company ("Company") and each of the persons named on
Exhibit A hereto (each a "Purchaser").

RECITALS

WHEREAS the Company is the issuer of a class of voting common shares
registered with the Securities and Exchange Commission and traded on the Nasdaq
National Market (the "Shares"); and

WHEREAS the Company is preparing to issue up to 473,504 additional
Shares (the "Subject Shares"), and is willing and able to do so for the
consideration and on the terms set forth herein; and

WHEREAS each of the Purchasers is an "accredited investor" as defined
in Rule 501(a) promulgated by the Securities and Exchange Commission; and

WHEREAS each of the Purchasers has had an opportunity to investigate
the Company and its business prospects, and is willing and able to make an
investment in the Subject Shares at the price and on the terms set forth herein,

NOW, THEREFORE, in consideration of the foregoing, the covenants and
consideration set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby mutually acknowledged, the parties
hereby agree as follows:

ARTICLE I
DEFINITIONS

When used in this Agreement with capitalized initials, unless the
context clearly requires a different meaning, each of the following terms shall
be given the meaning ascribed to it in this article, as follows:

"Act" means the Securities Act of 1933, as amended.

"Affiliate" means any Person that directly or through one or more
intermediaries controls, is controlled by or is under common control with the
Person specified. The term "control," for purposes of this paragraph, shall mean
the power, directly or indirectly, to make or influence the policies and/or
decisions of the specified Person. The following shall be presumed to have
control of a Person: (a) its directors, executive officers, general partners,
trustees, LLC managers and others of similar capacity; (b) any other Person
required to sign the periodic

reports of such Person under the Exchange Act; (c) any beneficial owner of 10%
or more of the outstanding voting securities of such Person, and (d) any group
of owners and/or beneficial owners acting in concert for the purpose of exerting
control over the specified Person. In all other instances, the possession of
control shall be determined on the basis of all the facts and circumstances.

"Article," means one of the major subdivisions of this Agreement
denoted by such name and a sequential Roman numeral; and a reference to an
Article shall include, as applicable in the context, a reference to each and
every part of such Article.

"Bank" means Community National Bank, Company's wholly owned banking
subsidiary.

"BHC Act" means the Bank Holding Company Act of 1956, as amended.

"Board of Directors" means the Company's board of directors.

"Business Day" means a day other than Saturday or Sunday when all or
substantially all banks in California are open for business. The term shall
exclude (1) every legal holiday established as such by the laws of the United
States or the State of California, and (2) any other day on which banking
institutions in San Diego are authorized or obligated by law or by federal order
to close.

"Charter Documents" means, with respect to any business organization,
any certificate or articles of incorporation and any bylaws, each as amended to
date, that regulate the basic organization of the business organization and its
internal relations.

"Closing" means the consummation of the transaction contemplated by
this Agreement, as set forth in Section 2.2.

"Closing Date" means the date on which the Closing occurs, determined
pursuant to Section 2.2.

"Company" shall have the meaning given such term in the recitals.

"Consent" means any required consent, approval, absence of disapproval,
waiver or authorization from, or notice to, or registration or filing with, any
Person.

"Earnings Release" shall have the meaning given such term in Section
3.10.

"Encumbrance" means any option, pledge, security interest, lien,
charge, encumbrance, mortgage, assessment, claim or restriction (whether on
voting, disposition or otherwise), whether imposed by agreement, understanding,
law or otherwise.

"Equity Securities" means capital stock or any options, rights,
warrants or other rights to subscribe for or purchase capital stock, or any
plans, contracts or commitments that are exercisable in such capital stock or
that provide for the issuance of, or grant the right to acquire, or are
convertible into, or exchangeable for, such capital stock.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Financial Statements" means the Company's audited consolidated
financial statements and notes thereto and the related opinions thereon for the
years ended December 31, 1998, 1999 and 2000, and quarterly unaudited financial
statements for the three months ended March 31, 2001, as presented in the SEC
Reports.

"FRB" shall mean the Board of Governors of the Federal Reserve System.

"GAAP" means generally accepted accounting principles.

"Governmental Entity" means any court or tribunal in any jurisdiction
or any United States federal, state, district, domestic, or other administrative
agency, department, commission, board, bureau or other governmental authority or
instrumentality.

"Law" means any statute or law or any judgment, decree, injunction,
order, regulation or rule of any Governmental Entity.

"Options" means options, warrants or rights issued by Company and
entitling the holder to purchase Shares from the Company. The term does not
include securities or other instruments of any kind issued by any other Person.

A "party" shall mean, in all cases, the Company and, in the case of a
Purchaser, such specific Purchaser. A Purchaser shall not be deemed to be a
"party" to any other Purchaser's Agreement with the Company.

"Person" means any natural person, corporation, trust, association,
unincorporated body, partnership, joint venture, Governmental Entity,
statutorily or regulatory sanctioned entity or any other person or organization
which may be given standing as a person in any court located in the United
States of America.

"Purchaser" shall have the meaning given such term in the recitals.

"Registration Rights Agreement" means an agreement in the form of the
Registration Rights Agreement attached hereto as Exhibit B, which shall have
been executed and delivered by the Company and the Purchasers pursuant to
Article II hereof.

"SEC" means the United States Securities and Exchange Commission.

"SEC Reports" means all reports filed by the Company pursuant to the
Exchange Act with the SEC or other Governmental Entity and includes reports
filed by the Bank with the Comptroller of the Currency pursuant to the Exchange
Act prior to the formation of the Company.

"Section" means a section of this Agreement denoted by such name and by
a sequential number in legal format, consisting of an ordinal in Arabic format
corresponding with the article number, followed by a decimal and a second
ordinal indicating the order of the section within the article. Any reference to
a Section shall include, as applicable in the context, a reference to each and
every subsection or other part of such Section.

"Shares" means shares of the voting common stock, no par value, of the
Company.

"Subject Shares" shall have the meaning given such term in the
recitals.

"Subsidiary," when used with reference to a specified Person, means any
corporation, partnership, trust or other entity of which the majority of
outstanding voting securities are owned by such Person.

ARTICLE II
PURCHASE AND SALE OF SHARES

Section 2.1. PURCHASE AND SALE OF SHARES. Upon and subject to all the
terms and conditions of this Agreement, Company agrees to sell, and each
Purchaser agrees to purchase the number of Subject Shares and at the price per
Share set forth opposite such Purchaser's name on Exhibit A. The failure of any
Purchaser to purchase the number of Subject Shares set forth opposite its name
on Exhibit A will not relieve any other Purchaser from purchasing its number of
Subject Shares nor shall the failure of Company to sell all 473,504 of the
Subject Shares relieve a Purchaser from purchasing its number of Subject Shares.

Section 2.2. CLOSING. The closing of this transaction (the "Closing")
shall take place at the offices of the Company, 000 X. Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxx, at 9:00 a.m. on the third Business Day after all of the
conditions to the parties' respective conditions to closing are satisfied or
waived as provided herein, or at such other place and date as the parties may
agree in writing. The actual date on which the Closing occurs is referred to
herein as the "Closing Date."

Section 2.3 DELIVERY AND PAYMENT. At the Closing, the Company shall
deliver to each of the respective Purchasers a certificate or certificates, in
such reasonable denominations as the Purchaser may have designated in writing
not less than three days before the Closing, and registered in the name of the
Purchaser, representing the number of Subject Shares the Purchaser is acquiring
in the transaction. At the same time and place, the Purchaser shall deliver the
purchase price of his respective Subject Shares by, at the option of the
Company, cashier's check or wire transfer of immediately available funds to an
account designated by Company in writing

not less than three Business Days before the Closing.

Section 2.4. RESTRICTED SECURITIES. Each Purchaser understands that the
Subject Shares have not been registered with the SEC pursuant to the Act and
therefore have the status of "restricted securities," which may only be sold or
otherwise disposed of unless such sale or disposition has been registered with
the SEC or is exempt from the registration requirement. Purchaser shall not sell
or otherwise dispose of the Subject Shares without such registration or
exemption, and until such time as the Subject Shares have been registered with
the SEC, Company shall direct its Secretary and transfer agent to refuse to
transfer any of the Subject Shares on the records of the Company without
receiving evidence reasonably satisfactory to the Company that such transfer is
exempt from the registration requirement. All certificates representing the
Subject Shares, whether upon original issuance or upon transfer (as, if and when
permitted hereby and by applicable Law) shall be endorsed with a legend giving
notice of the transfer restriction to prospective purchasers, in form as
follows:

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE SHARES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED TO ANY
PERSON AT ANY TIME, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT COVERING SUCH SHARES UNDER THE ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT
REQUIRED.

Section 2.5. REGISTRATION RIGHTS. At the Closing, the parties shall
enter into a Registration Rights Agreement in the form attached as Exhibit B
hereto, entitling the Purchasers to have the Subject Shares registered under the
Act at Company expense at the times and subject to the terms and conditions set
forth therein.

ARTICLE III
COMPANY'S WARRANTIES AND REPRESENTATIONS

To induce each Purchaser to enter into this Agreement, Company
represents and warrants to each Purchaser as follows:

Section 3.1. INCORPORATION, STANDING AND POWER. Company has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of the State of Delaware and is registered with the FRB as a bank holding
company under the BHC Act. The Bank is a national banking association duly
incorporated and in good standing under the laws of the United States. All of
the outstanding shares of Bank are owned by the Company. Company and Bank have
all requisite corporate power and authority to own, lease and operate their
respective properties and assets and to carry on their respective businesses as
presently conducted. Neither the scope of the business of Company and Bank nor
the location of any of their properties requires that Company or

Bank be licensed to do business in any jurisdiction other than in Delaware (in
the case of the Company) and California where the failure to be so licensed
would, individually or in the aggregate, have a materially adverse effect on the
financial condition, results of operation or business of Company on a
consolidated basis.

Section 3.2. CAPITALIZATION. As of the date of this Agreement, the
authorized capital stock of Company consists of 10,000,000 Shares, of which
2,675,456 are outstanding. All the outstanding Shares are duly authorized,
validly issued, fully paid, nonassessable and without preemptive rights. Except
for Options granted pursuant to the Company's employee stock option plans, there
are no outstanding Options with respect to the unissued Shares or any other
securities convertible into such Shares, and Company is not obligated to issue
any additional shares of its capital stock or Options with respect to the
unissued shares of its capital stock or any other securities convertible into
such stock.

Section 3.3. SUBSIDIARIES. Company does not own, directly or
indirectly, any outstanding stock, Equity Securities or other voting interest in
any corporation, partnership, joint venture or other entity or Person, other
than the Bank and Community (CA) Capital Trust I.

Section 3.4. FINANCIAL STATEMENTS. The Financial Statements of Company:
(a) present fairly the consolidated financial condition of Company as of the
respective dates indicated and its consolidated results of operations and cash
flow for the respective periods indicated; and (b) have been prepared in
accordance with GAAP. The audits of Company have been conducted in accordance
with generally accepted auditing standards. The books and records of Company are
being maintained in material compliance with applicable legal and accounting
requirements. Except to the extent (a) reflected in its Financial Statements, or
(b) incurred since December 31, 2000 in the ordinary course of business and
consistent with past practice, Company does not have any liabilities, whether
absolute, accrued, contingent or otherwise.

Section 3.5. AUTHORITY OF COMPANY. The execution and delivery by
Company of this Agreement and the Registration Rights Agreement, and the
consummation of the transactions contemplated by both have been duly and validly
authorized by all necessary corporate action on the part of Company, and this
Agreement is a valid and binding obligation of Company enforceable in accordance
with its terms, except as the enforceability thereof may be limited by
bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium
or other similar laws affecting the rights of creditors generally and by general
equitable principles. Neither the execution and delivery by Company of this
Agreement, the consummation of the transactions contemplated herein, nor
compliance by Company with any of the provisions hereof, will: (a) violate any
provision of its Charter Documents; (b) constitute a breach of or result in a
default (or give rise to any rights of termination, cancellation or
acceleration, or any right to acquire any securities or assets) under any of the
terms, conditions or provisions of any note, bond, mortgage, indenture,
franchise, license, permit, agreement, Encumbrance or other instrument or
obligation to which Company is a party, or by which Company or any of its
properties or assets is bound, if in any such circumstances, such event could
have consequences materially adverse to Company on a consolidated basis; or (c)
violate any Law applicable to Company or any of its properties or assets.

No Consent of any Governmental Entity having jurisdiction over any aspect of the
business or assets of Company, and no Consent of any Person, is required in
connection with the execution and delivery by Company of this Agreement or the
consummation by Company of the transactions contemplated hereby, except (i) the
filing of Form D with the SEC and the absence of any objection by the SEC to
this transaction; (ii) the filing of notices of transaction or other required
filings with the securities administrators of any states in which Subject Shares
are to be offered and sold as part of this offering, and the absence of any
objection from any of such administrators; (iii) compliance with the Act and
other required filings with the securities administrators of any states in which
the Subject Shares are to be offered and sold as part of the registration of the
Subject Shares pursuant to the Registration Rights Agreement; and (iv) approval
of Nasdaq to list the Subject Shares.

Section 3.6. LITIGATION. To the knowledge of Company, neither the
Company nor a Subsidiary is a party to any pending or, to the knowledge of any
of the officers, threatened legal, administrative or other claim, action, suit,
investigation, arbitration or proceeding challenging the validity or propriety
of any of the transactions contemplated by this Agreement.

Section 3.7. COMPLIANCE WITH LAWS AND REGULATIONS. Neither Company nor
a Subsidiary is in default under or in breach of any provision of its Charter
Documents or any Law promulgated by any Governmental Entity having authority
over it, where such default or breach would have a material adverse effect on
the business, financial condition or results of operations of Company on a
consolidated basis.

Section 3.8. BROKERS AND FINDERS. Company is not a party to or
obligated under any agreement with any broker or finder relating to the
transactions contemplated hereby, and neither the execution of this Agreement
nor the consummation of the transactions provided for herein or therein will
result in any liability to any broker or finder.

Section 3.9. ABSENCE OF MATERIAL CHANGE. Since December 31, 2000, the
businesses of Company and the Subsidiaries have been conducted only in the
ordinary course, in substantially the same manner as theretofore conducted, and
there has not occurred since December 31, 2000 any event that has had or may
reasonably be expected to have a material adverse effect on the business,
financial condition or results of operation of Company on a consolidated basis.

Section 3.10. SEC REPORTS AND EARNINGS RELEASE. Since December 31,
1998, the Company has filed all reports and registrations statements required to
be filed by it pursuant to the Act and the Exchange Act. The Company has
delivered to each Purchaser true and complete copies of all of such filings as
well as its press release of July 20, 2001 announcing its earnings for the
quarter ended June 30, 2001 (the "Earnings Release"). As of the respective
dates, since December 31, 1998, none of Company's SEC Reports nor the Earnings
Release contained at the time of filing any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
to make the statements made therein, in light of the circumstance under which
they were made, not misleading.

Section 3.12. PERFORMANCE OF OBLIGATIONS. Company and the Subsidiaries
have performed all of the obligations required to be performed by it to date and
is not in material default under or in breach of any term or provision of any
material contract, and no event has occurred that, with the giving of notice or
the passage of time or both, would constitute such default or breach. To
Company's knowledge, no party with whom it or the Subsidiaries have an agreement
that is material to its business is in default thereunder.

Section 3.13. LICENSES AND PERMITS. Company and the Subsidiaries have
all licenses and permits that are necessary for the conduct of its businesses,
and such licenses are in full force and effect, except for any failure to be in
full force and effect that would not, individually or in the aggregate, have a
material adverse effect on the business, financial condition or results of
operations of Company on a consolidated basis. The properties and operations of
Company and the Subsidiaries are and have been maintained and conducted, in all
material respects, in compliance with all applicable Laws.

Section 3.14. UNDISCLOSED LIABILITIES. Neither Company or a Subsidiary
has any liabilities or obligations, either accrued or contingent, that are
material to it and that have not been: (a) reflected or disclosed in the
Financial Statements or (b) incurred subsequent to December 31, 2000 in the
ordinary course of business. Company does not know of any basis for the
assertion against it or any Subsidiary of any liability, obligation or claim
(including, without limitation, that of any Governmental Entity) that is likely
to result in or cause a material adverse change in the business, financial
condition or results of operations of Company on a consolidated basis that is
not fairly reflected in the Financial Statements or otherwise disclosed in this
Agreement.

Section 3.15. ACCOUNTING RECORDS. Company and the Subsidiaries maintain
accounting records which fairly and validly reflect its transactions in all
material respects, and accounting controls sufficient to provide reasonable
assurances that such transactions are (i) executed in accordance with its
management's general or specific authorization, and (ii) recorded as necessary
to permit the preparation of financial statements in conformity with GAAP. Such
records, to the extent they contain material information pertaining to Company
or a Subsidiary which is not easily and readily available elsewhere, have been
duplicated, and such duplicates are stored safely and securely.

Section 3.16. TITLE TO ASSETS. Company and the Subsidiaries have good
and marketable title to all their respective properties and assets owned or
stated to be owned by the Company or the Subsidiaries, free and clear of all
Encumbrances except: (a) as set forth in the Financial Statements; (b)
Encumbrances for current taxes not yet due; or (c) Encumbrances incurred in the
ordinary course of business, if any, that, to the knowledge of Company, (i) are
not substantial in character, amount or extent, (ii) do not materially detract
from the value, (iii) do not interfere with present use of the property subject
thereto or affected thereby, and (iv) do not otherwise materially impair the
conduct of business of Company or the Subsidiaries.

Section 3.17. TAXES. Company and the Subsidiaries have filed all
federal and foreign income tax returns, all state and local franchise and income
tax, real and personal property tax, sales

and use tax, premium tax, excise tax and other tax returns of every character
required to be filed by them and have paid all taxes, together with any interest
and penalties owing in connection therewith, shown on such returns to be due in
respect of the periods covered by such returns, other than taxes which are being
contested in good faith and for which adequate reserves have been established.
Company and the Subsidiaries have filed all required payroll tax returns, have
fulfilled all tax withholding obligations and have paid over to the appropriate
governmental authorities the proper amounts with respect to the foregoing. The
tax and audit positions taken by Company and the Subsidiaries in connection with
the tax returns described in the preceding sentence were reasonable and asserted
in good faith. Adequate provision has been made in the books and records of
Company and the Subsidiaries and, to the extent required by generally accepted
accounting procedures, reflected in the Financial Statements, for all tax
liabilities, including interest or penalties, whether or not due and payable and
whether or not disputed, with respect to any and all federal, foreign, state,
local and other taxes for the periods covered by such financial statements and
for all prior periods. To the knowledge of Company, neither the IRS nor any
foreign, state, local or other taxing authority has, during the past three
years, examined or is in the process of examining any federal, foreign, state,
local or other tax returns of Company and the Subsidiaries. To the knowledge of
Company, neither the IRS nor any foreign, state, local or other taxing authority
is now asserting or threatening to assert any deficiency or claim for additional
taxes (or interest thereon or penalties in connection therewith).

Section 3.18. SUBJECT SHARES. The Subject Shares have been duly
authorized and, upon issuance to the Purchasers as provided herein, the Subject
Shares will be validly issued, fully paid and nonassessable.

Section 3.19. LISTING OF SHARES. The outstanding Shares are listed on
the Nasdaq National Market. No action has been taken or threatened by Nasdaq
with respect to the delisting or permanent suspension from trading of the
Shares.

ARTICLE IV
PURCHASER'S WARRANTIES AND REPRESENTATIONS

To induce Company to enter into this Agreement, each Purchaser (as to
itself and not as to any other Purchaser) hereby warrants and represents as
follows:

Section 4.1. STANDING AND CAPACITY. Purchaser has the capacity and all
necessary power and authority necessary to enter into this Agreement and perform
all its obligations hereunder.

Section 4.2. AUTHORITY OF PURCHASER. The execution and delivery by
Purchaser of this Agreement and the Registration Rights Agreement, and the
consummation of the transactions contemplated by both have been duly and validly
authorized by all necessary corporate or other organizational action on the part
of Purchaser, and this Agreement is a valid and binding obligation of Purchaser
enforceable in accordance with its terms, except as the enforceability thereof
may be limited by bankruptcy, liquidation, receivership, conservatorship,
insolvency, moratorium or other

similar laws affecting the rights of creditors generally and by general
equitable principles. Neither the execution and delivery by Purchaser of this
Agreement, the consummation of the transactions contemplated herein, nor
compliance by Purchaser with any of the provisions hereof, will: (a) violate any
provision of its Charter Documents; or (b) violate any Law applicable to
Purchaser or any of its properties or assets. No Consent of any Governmental
Entity having jurisdiction over any aspect of the business or assets of
Purchaser, and no Consent of any Person, is required in connection with the
execution and delivery by Purchaser of this Agreement or the consummation by
Purchaser of the transactions contemplated hereby.

Section 4.3. COMPLIANCE WITH OBLIGATIONS. The execution and delivery by
the Purchaser of this Agreement and the Registration Rights Agreement do not,
and the performance by the Purchaser of its obligations hereunder and the
transactions contemplated hereby will not, violate, conflict with or constitute
a breach of, or a default under, any material agreement or instrument to which
it is a party or which is binding on it or on its assets.

Section 4.4. CONSENTS AND APPROVALS. All consents, approvals,
authorizations and orders of Governmental Entities or other third parties
required for the Purchaser to execute and deliver this Agreement and to purchase
the Subject Shares, and otherwise to consummate the transactions contemplated
hereby, have been obtained.

Section 4.5. LITIGATION. There is no legal action, suit, investigation
or proceeding pending or, to the knowledge of the Purchaser, threatened against
or affecting the Purchaser or its assets which could materially and adversely
affect its ability to perform or observe any obligation or condition under this
Agreement.

Section 4.6. INVESTOR QUALIFICATIONS. Purchaser is an "accredited
investor" as defined by SEC Rule 501(a). Purchaser is experienced at evaluating
and investing in companies of the same type as Company, and has had the
opportunity (a) to discuss the Company's business, management and financial
affairs with executives of the Company, (b) to study publicly available
information about the Company and its industry as well as to review and study
the books and records of the Company and the Bank and (c) to seek the advice and
reports of stock analysts, brokers, investment advisers, industry consultants,
attorneys, accountants, and other experts about the value of the Subject Shares
and the risks and benefits of an investment therein.

Section 4.7. INVESTMENT INTENT. Purchaser is purchasing for its own
account, for investment purposes, and not with any intention to resell, assign,
transfer or otherwise distribute the Subject Shares except as allowed by SEC
Rule 144 or in an offering registered with the SEC under the Act.

Section 4.8. FINANCING. Purchaser has funds available to it to
consummate the purchase of the Subject Shares as contemplated by this Agreement.

Section 4.9. NO BROKERS. Purchaser has not employed any broker, finder
or intermediary in connection with the transactions contemplated by this
Agreement so as to give rise to any valid claim against the Company for any
brokerage commission, finder's fee or similar compensation.

Section 4.10. NO RELIANCE. Purchaser is relying entirely on its own
research, investigation and analysis to support its decision to purchase the
Subject Shares. Any statements made by or on behalf of the Company other than in
(i) this Agreement, (ii) the SEC Reports or (iii) the Earnings Release are known
to Purchaser to be commentary and opinion, and Purchaser is not relying on them
for any purpose. Purchaser acknowledges receipt of the SEC Reports and the
Earnings Release.

Section 4.11 ABSENCE OF FDIC INSURANCE. Purchaser acknowledges that the
Subject Shares are not deposits of the Bank and are not insured by the Federal
Deposit Insurance Corporation or any Governmental Entity.

ARTICLE V
COVENANTS

Section 5.1. OPERATIONS IN ORDINARY COURSE. From the date hereof to the
Closing, (a) the Company shall, and shall cause each of its Subsidiaries to,
conduct its business in the ordinary course and substantially in accordance with
past practice; and (b) the Company shall not, and shall not permit any of its
Subsidiaries to, take any action which could result in any of the
representations and warranties of the Company contained herein being untrue as
of the Closing

Section 5.2. STANDSTILL PROVISION.

(a) Prior to July 25, 2002, Purchaser shall not, without the
approval of a majority of the Board of Directors (excluding directors
who are Purchasers or Affiliates of Purchaser): (i) directly or
indirectly acquire beneficial ownership of more than 15 % of the
outstanding Shares (on a fully diluted basis); (ii) enter into any
voting trust or other agreement with respect to voting any Shares
directly or beneficially owned by Purchaser; or (iii) join with any
group, company, association, syndicate or other entity or organization,
formal or informal, for the purpose of voting any Shares or otherwise
controlling or exerting a controlling influence over the Company
(except, if Purchaser is a director, in his capacity as a director of
the Company).

(b) Prior to July 25, 2002, Purchaser shall not engage,
directly or indirectly, in the solicitation of proxies, including the
solicitation of written consents, or become a participant in any
election contest or any other matter in opposition to the
recommendation of the Board of Directors with respect to any matter
submitted to a vote of the shareholders of the Company.

(c) While the restrictions of Section 5.2(a) remain in effect,
Purchaser shall not, without the approval of a majority of the Board of
Directors (excluding directors who are Purchasers or Affiliates of
Purchaser), sell any Subject Shares, either (i) in block transactions
of more than 1 % of the Shares outstanding as of the date of sale, or
(ii) to any Person if such Person would beneficially own more than 10 %
of the Shares outstanding

immediately after such sale (except in a "brokers' transaction" within
the meaning of Section 4(4) of the Act or in transactions with a
"market maker" as that term is defined in Section 3(a)(38) of the
Exchange Act). The foregoing provisions of this paragraph shall not
apply to the sale of Subject Shares to the underwriter(s) as part of a
registered public offering of Shares held by Purchaser or to any sale
or exchange in response to a tender or exchange offer made by a Person
who is not an Affiliate of the Purchaser and not acting on Purchaser's
behalf.

(d) All the provisions of this Section 5.2 shall survive the
Closing.

Section 5.3. CONFIDENTIAL INFORMATION. Purchaser acknowledges that
information it receives as part of its investigations, in negotiations with the
Company or in discussions with Company representatives may be material nonpublic
information. Purchaser will not (a) disclose or allow the disclosure of such
information to any other Person, or (b) purchase, sell or effect any other
transaction in Shares of the Company, until after the Company has disclosed such
information to the public by means of a press release or SEC filing or after
such information has become public by other means with which Purchaser had no
causal connection. No delay in Company's disclosure of material non-public
information shall release Purchaser from the effect of this paragraph. In the
event this Agreement is terminated prior to the Closing, Purchaser shall
promptly return to Company or destroy, as requested by Company, all copies of
any documents obtained by the Purchaser from Company or its Subsidiaries. The
provisions of this section shall survive either Closing or termination of this
Agreement.

Section 5.4. PROVISION OF INFORMATION ABOUT PURCHASER. Each Purchaser
shall provide to Company such information as Company may reasonably request to
verify that Purchaser is an "accredited investor" within the meaning of SEC Rule
501(a). Without limiting the generality of the foregoing, each Purchaser shall
provide:

(a) Copies of its most recent annual, quarterly and
transaction reports, if any, filed with the SEC or with any other U.S.
or state agency by which Purchaser is regulated and with which it is
required to file reports that could provide information about its
financial position.

(b) Unless provided as part of the reports described above,
copies of Purchaser's audited balance sheet and statement of operations
for the year and quarter most recently concluded.

Section 5.5. ADVICE OF CHANGES. Each party will promptly notify the
other in writing of any event occurring before the Closing which would render
any of the warranties or representations contained herein (except warranties and
representations made as of a specific date) untrue or inaccurate if made as of
the date of such event. The Company will promptly notify the Purchasers of the
occurrence of any event prior to the Closing which might reasonably be expected
to have a material adverse effect on the business, financial condition, assets
or results of operations of the Company on a consolidated basis.

ARTICLE VI
PURCHASER'S CONDITIONS

The obligations of the Purchasers to purchase and pay for the Subject
Shares are subject to the satisfaction or waiver, on or before the Closing Date,
of all of the following conditions:

Section 6.1. ACCURACY OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties of the Company contained in this Agreement shall
have been true and correct when made and shall be true and correct on and as of
the Closing Date with the same force and effect as though such representations
and warranties had been made on and as of the Closing Date, except for
representations and warranties applicable solely as to a specified date.

Section 6.2. PERFORMANCE OF COVENANTS. The Company shall have performed
or complied in all material respects with all obligations, agreements and
covenants hereunder to be performed or complied with by the Company on or before
the Closing Date.

Section 6.3. APPROVALS AND CONSENTS. The Company shall have duly
received all authorizations, consents, approvals, licenses, franchises, permits
and certificates by or of, and shall have made all filings and effected all
registrations and qualifications with, all federal, state and local governmental
authorities necessary for the issuance of the Subject Shares, and all thereof
shall be in full force and effect at the time of Closing and shall be effective
to permit such issuance.

Section 6.4. NO ACTIONS OR INJUNCTIONS. No injunction or other court
order restraining or prohibiting the consummation of the transactions
contemplated hereby shall have been issued and be in effect on the Closing Date
and no action, suit or other proceeding, by any governmental agency or any other
party, shall be pending or threatened that, in the reasonable opinion of the
Purchaser (after consultation with the Company) has a substantial likelihood of
success, seeking to restrain or prohibit the purchase and sale of the Subject
Shares hereunder or seeking material damages with respect thereto.

Section 6.5. NO MATERIAL CHANGE. No event shall have occurred which
materially and adversely affects the financial condition or prospects of the
Company on a consolidated basis.

Section 6.6 OFFICER'S CERTIFICATE. Purchasers shall have been furnished
with a certificate executed on behalf of the Company by its President or Chief
Financial Officer, dated the Closing Date, certifying that the conditions set
forth in Sections 6.1 and 6.2 have been fulfilled at or prior to the Closing
Date.

ARTICLE VII
COMPANY'S CONDITIONS

The obligations of the Company to issue and sell the Subject Shares to
the Purchasers are subject to this satisfaction, on or before the Closing Date,
of all of the following conditions:

Section 7.1. ACCURACY OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties of the Purchaser contained in this Agreement
shall have been true and correct when made and shall be true and correct on and
as of the Closing Date with the same force and effect as though such
representations and warranties had been made on and as of the Closing Date,
except for representations and warranties applicable solely to a specified date.

Section 7.2. PERFORMANCE OF COVENANTS. The Purchaser shall have
performed or complied in all material respects with all obligations, agreements
and covenants hereunder to be performed or complied with by it on or before the
Closing Date.

Section 7.3. PURCHASE PERMITTED BY APPLICABLE LAWS. The purchase of and
payment for the Subject Shares to be purchased by the Purchaser on the Closing
Date on the terms and conditions herein provided shall not violate any
applicable Law or the Company's listing agreement with the Nasdaq National
Market.

Section 7.4. APPROVALS AND CONSENTS. The Company shall have duly
received all authorizations, consents, approvals, licenses, franchises, permits
and certificates by or of, and shall have made all filings and effected all
registrations and qualifications with, all federal, state and local governmental
authorities necessary for the issuance of the Shares, and all thereof shall be
in full force and effect at the time of Closing and shall be effective to permit
such issuance.

Section 7.5. NO ACTIONS OR INJUNCTIONS. No injunction or other court
order restraining or prohibiting the consummation of the transactions
contemplated hereby shall have been issued and be in effect on the Closing Date
and no action, suit or other proceeding by any governmental agency or any other
party shall be pending or threatened, that in the reasonable opinion of the
Company (after consultation with the Purchaser) has a substantial likelihood of
success, seeking to restrain or prohibit the purchase and sale of the Shares
hereunder or seeking material damages with respect thereto.

Section 7.6. NO MATERIAL CHANGE. No other event shall have occurred
which materially and adversely affects Purchaser's ability to consummate this
transaction or Company's willingness to accept Purchaser as an investor.

Section 7.7. CERTIFICATE. Company shall have been furnished with a
certificate executed on behalf of each of the Purchasers, dated the Closing
Date, certifying that the conditions set forth in Sections 7.1 and 7.2 have been
fulfilled at or prior to the Closing Date.

Section 7.8. FAIRNESS OPINION. Company shall have received a letter
from an investment banking firm acceptable to the Board of Directors of the
Company dated as of the Closing Date to the effect that the sale of the Subject
Shares to the Purchasers and the transaction contemplated by this Agreement are
fair to the shareholders of Company.

ARTICLE VIII
TERMINATION

Section 8.1. TERMINATION. This Agreement may be terminated at any time
as to a specific Purchaser prior to the Closing:

(a) by the mutual written consent of such Purchaser and the
Company; or

(b) by either such Purchaser or the Company in writing
(provided the terminating party is not otherwise in default or in
breach of this Agreement), if the Closing shall not have occurred on or
before September 30, 2001; or

(c) by either such Purchaser or the Company in writing, if the
other party has breached any of its representations, warranties,
covenants or agreements contained herein, which in the case of any
covenant or agreement, is not cured within fifteen days after such
party has been notified of the intent to terminate this Agreement
pursuant to this clause (c).

Section 8.2. EFFECT OF TERMINATION. Termination of this Agreement
pursuant to Section 8.1 shall terminate all obligations of the parties
hereunder, except for the obligations under this Article VIII and Article IX and
Section 5.3, which shall survive such termination and remain in full force and
effect; PROVIDED, HOWEVER, that termination pursuant to clause (b) or (c) of
Section 8.1 shall not relieve the defaulting or breaching party from any
liability to the other party hereto for breach of this Agreement.

ARTICLE IX
MISCELLANEOUS

Section 9.1. FURTHER ASSURANCES. Subject to the terms and conditions
herein provided, each of the parties hereto agrees to use their best efforts
promptly to take, or cause to be taken, all actions and promptly to do, or cause
to be done, all things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the transactions contemplated by
this Agreement.

Section 9.2. SURVIVAL OF PROVISIONS. Except for covenants to be
performed after Closing, or where the context or provisions indicate an
intention that a covenant is intended to survive Closing, all the covenants,
representations and warranties of the parties contained in this Agreement shall
expire upon the first anniversary of the Closing, without prejudice to any claim
for breach thereof which may have arisen before that time. All the provisions of
this Article shall survive either Closing or termination.

Section 9.3. INDEMNIFICATION. Each party will indemnify the other
against and hold it harmless and defend it, including its officers, directors,
employees, agents, attorneys and shareholders, from all damages and costs
(including reasonable legal fees and expenses) arising from any breach of such
party's covenants, representations or warranties in this Agreement.

Section 9.4. SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect.

Section 9.5. INJUNCTIVE RELIEF. The Company and the Purchaser
acknowledge and agree that irreparable damage would occur in the event that any
of the provisions of this Agreement or the Registration Rights Agreement were
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent or cure breaches of the provisions of this
Agreement or the Registration Rights Agreement in any court of the United States
or any state thereof having jurisdiction, this being in addition to any other
remedy to which they may be entitled by law or equity. The party seeking
injunctive relief shall not be required to prove actual damages to obtain
relief.

Section 9.6. ENTIRE AGREEMENT; AMENDMENT. This Agreement (including
Exhibits A and B) contains the entire understanding of the parties with respect
to the transactions contemplated hereby. No agreements, understanding,
representations or assurances shall have any effect unless set forth herein.
This Agreement may be amended only by an agreement in writing executed by the
parties hereto. From time to time but no later than five Business Days prior to
the Closing Date, either party may supplement or amend its warranties and
representations to disclose in writing any material change as required by
Section 5.5 hereof, and such amended or supplemental disclosures shall be
regarded as part of this Agreement if the party receiving the same proceeds to
the Closing without objection. Any such amended or supplemental disclosure, and
any notice of election to treat the newly disclosed information as a breach of
the warranties and representations set forth above, shall be in writing,
addressed as required for notices generally under this Agreement, and delivered
to the other party by personal delivery, certified mail, commercial delivery
service or other method of delivery requiring a signature on behalf of the
recipient. Notwithstanding anything to the contrary contained herein, neither
party shall not be required to close the transaction contemplated hereby for
five Business Days after being provided with any supplemental or amended
disclosures as contemplated by this paragraph.

Section 9.7. COUNTERPARTS. This Agreement may be executed by the
parties hereto in counterparts each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. Neither
party shall be bound by this Agreement unless and until both parties have duly
executed a counterpart hereof.

Section 9.8. NOTICES. Any notice under or relating to this Agreement
shall be given in writing and shall be deemed sufficiently given when delivered
by hand or by confirmed facsimile transmission, on the second Business Day after
a writing is consigned (delivery charges prepaid) to

a commercial overnight courier, and on the fifth Business Day after a writing is
deposited in the mail, postage and other charges prepaid, addressed as follows:

If to Company: Community Bancorp
000 X. Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000

with a copy to:

Reitner & Stuart
0000 Xxxxx Xxxxxx
Xxx Xxxx Xxxxxx, XX 00000

If to a Purchaser: At the address on Exhibit A

or to such other address as either party may, from time to time, designate in a
written notice given in a like manner.

Section 9.9. WAIVERS. No waiver by either party of any default with
respect to any provision, condition or requirement hereof shall be deemed to be
a waiver of any other provision, condition or requirement hereof; nor shall any
delay or omission of either party to exercise any right hereunder in any manner
impair the exercise of any such right accruing to it thereafter.

Section 9.10. SUBMISSION TO JURISDICTION; CONSENT TO SERVICE OF
PROCESS. With respect to any claim arising out of this Agreement or the
Registration Rights Agreement, (a) the Company and the Purchaser each
irrevocably submits to the nonexclusive jurisdiction of the courts of the State
of California and the United States District Court located in the County of San
Diego, and (b) the Company and the Purchaser each irrevocably waives any
objection it may have at any time to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or the Registration
Rights Agreement brought in any such court, irrevocably waives any claim that
any such suit, action or proceeding brought in any such court has been brought
in an inconvenient forum and further irrevocably waives the right to object,
with respect to such suit, action or proceeding brought in any such court, that
such court does not have jurisdiction over such party; PROVIDED, however, that
nothing in this Section 9.9 shall be deemed to preclude either the Company or
the Purchaser from bringing an action or proceeding in respect of any such
agreement in any other jurisdiction.

Section 9.11. SUCCESSORS AND ASSIGNS. Except insofar as transfer of the
Subject Shares is restricted by this Agreement or by Law, this Agreement shall
be binding upon and inure to the benefit of the parties and their successors and
legal representatives. Except for the Investment Banker, no third party is
intended to have any rights by reason of, or to enforce, any provision of this
agreement.

Section 9.12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

IN WITNESS WHEREOF, the Company and the Purchaser have caused this
Agreement to be duly executed and delivered as of the date first above written.

COMMUNITY BANCORP PURCHASER

By: By:
--------------------------- ------------------------------
Name/Title Name/Title

EXHIBIT A

NUMBER OF
SUBJECT SHARES PRICE PER
NAME OF PURCHASER TO BE PURCHASED SHARE
----------------- --------------- ---------

Xxxx X. Xxxxx Xxxxx XXX 50,000 $ 6.75

Xxxxxxx Xxxxxxxxx and Xxxxxxxxxx Xxxxxxxxx,
Trustees Xxxxxxxxx Trust U/A dated 4/11/98 7,407 $6.75

Xxxx Xxxxxx Xxxxx and
Xxxxxxxx Xxx Xxxxx,
Co-Trustees, U.T.D Oct.21, 1985 14,815 $ 6.75

San Xxxxx Xxxx Preserving Co.
401 K Plan FBO Xxxx X. Xxxxx 25,926 $ 6.75

San Xxxxx Xxxx Preserving Co.
401 K Plan FBO Xxxxxx X. Xxxxx 14,815 $ 6.75

Xxxxxx X. Xxxxx, Trustee,
U.T.D Dec. 4, 1990 7,408 $ 6.75

Xxxxx Electric, Inc. 000 X Xxxx
XXX Xxxx X. Xxxxx 14,815 $ 6.75

Financial Institution Partners III, L.P 76,923 $ 6.50

Investors Mergers and Acquisition Fund 150,000 $ 6.50

G. Xxxxx Xxxx 1992 Trust 59,259 $ 6.75

Xxxxxxx X. Xxxx 14,815 $ 6.75

Southern Mission Equipment Inc.
Defined Benefit Pension Plan 22,222 $ 6.75

Xxxxx and Xxxxxxx Xxxxx Family Trust 7,407 $ 6.75

Xxxx Xxxxxxxx 7,692 $ 6.50
---------
473,504

Document Metadata

Table of Contents

RECITALS

Document Metadata