99.26

                                   ADDENDUM TO
                             DEFERRED FEE AGREEMENT


        This is an addendum to the DEFERRED  FEE  AGREEMENT  previously  entered
into on October 9, 1996 by and between LOUIS J. BARBICH and SAN JOAQUIN BANK.

The parties to this ADDENDUM hereby agree to the following:

A.      That the  creation of the bank  holding  company to be named San Joaquin
        Bancorp., a California  corporation,  and the subsequent  acquisition of
        San  Joaquin  Bank,  a  California corporation, by San Joaquin Bancorp.,
        does not  constitute  a "Change  in  Control"  under Paragraph 1.1.1  of
        the DEFERRED FEE AGREEMENT.

B.      That the  transaction  described  in  Paragraph A above does not entitle
        LOUIS J. BARBICH to the Change in Control Benefit described in Paragraph
        4.3 of the DEFERRED FEE AGREEMENT.

C.      In all other respects,  the parties  reaffirm the DEFERRED FEE AGREEMENT
        dated October 9, 1996.

        IN WITNESS WHEREOF,  each of the parties has executed this ADDENDUM,  in
the case of San Joaquin Bank by its duly  authorized  officer,  this 30th day of
April, 2003.

DIRECTOR:                            SAN JOAQUIN BANK

/s/ Louis J. Barbich                 By:  /s/ Bruce Maclin
------------------------                  -----------------------------------
Louis J. Barbich                          Bruce Maclin, Chairman of the Board