1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                  SCHEDULE 13D
                         UNDER THE EXCHANGE ACT OF 1934

                               (Amendment No. 5)*

                        CENTRAL VALLEY COMMUNITY BANCORP
-------------------------------------------------------------------------------
                                (Name of Issuer)

                           COMMON STOCK, NO PAR VALUE
-------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    155685100
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                                 (CUSIP Number)

                         Richard J. Perry, Jr., Esquire
                            Perry & Associates, P.C.
                           1826 Jefferson Place, N.W.
                             Washington, D.C.  20036
                                 (202) 775-8109
-------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  July 12, 2002
-------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.[ ]

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240.13d-7(b) for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                                                        Exhibit Index at page 12

Page 1 of 24

    2



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CUSIP NUMBER   155685100
-------------------------------------------------------------------------------
            
     1.        NAMES OF REPORTING PERSONS. I.R.S.
               IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

               Financial Institution Partners II, L.P. / 36-4131559

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     2.        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
               (a)X
               (b)
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     3.        SEC Use Only

-------------------------------------------------------------------------------
     4.        SOURCE OF FUNDS (See Instructions)

               WC
-------------------------------------------------------------------------------
     5.        CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
               ITEMS 2(d) OR 2(e) [  ]

-------------------------------------------------------------------------------
     6.        CITIZENSHIP OR PLACE OF ORGANIZATION

               Organized: State of Delaware
-------------------------------------------------------------------------------
NUMBER OF      7.   SOLE VOTING POWER
SHARES
BENEFICIALLY        0
OWNED BY       ----------------------------------------------------------------
EACH           8.   SHARED VOTING POWER
REPORTING
PERSON WITH         71,836 shares
               ----------------------------------------------------------------
               9.   SOLE DISPOSITIVE POWER

                    0
               ----------------------------------------------------------------
               10.  SHARED DISPOSITIVE POWER

                    71,836 shares
               ----------------------------------------------------------------
     11.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    71,836 shares
-------------------------------------------------------------------------------
     12.       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
               SHARES. [  ]
-------------------------------------------------------------------------------
     13.       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                    5.6%
-------------------------------------------------------------------------------
     14.       TYPE OF REPORTING PERSON
                    PN
-------------------------------------------------------------------------------

Page 2 of 24

 3



-------------------------------------------------------------------------------
CUSIP NUMBER   155685100
-------------------------------------------------------------------------------
            
     1.        NAME OF REPORTING PERSONS.
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

               Hovde Capital, L.L.C. / 91-1825712
-------------------------------------------------------------------------------
     2.        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
               (a)X
               (b)
-------------------------------------------------------------------------------
     3.        SEC Use Only

-------------------------------------------------------------------------------
     4.        SOURCE OF FUNDS

               AF
-------------------------------------------------------------------------------
     5.        CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
               ITEMS 2(d) OR 2(e). [  ]

-------------------------------------------------------------------------------
     6.        CITIZENSHIP OR PLACE OF ORGANIZATION

               Organized: State of Nevada
-------------------------------------------------------------------------------
NUMBER OF      7.   SOLE VOTING POWER
SHARES
BENEFICIALLY        0
OWNED BY       ----------------------------------------------------------------
EACH
REPORTING      8.   SHARED VOTING POWER
PERSON WITH(1)
                    71,836 shares
               ----------------------------------------------------------------
               9.   SOLE DISPOSITIVE POWER

                    0
               ----------------------------------------------------------------
               10.  SHARED DISPOSITIVE POWER

                    71,836 shares
               ----------------------------------------------------------------
     11.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    71,836 shares
-------------------------------------------------------------------------------
     12.       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
               SHARES. [  ]
-------------------------------------------------------------------------------
     13.       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                    5.6%
-------------------------------------------------------------------------------
     14.       TYPE OF REPORTING PERSON
                    OO
-------------------------------------------------------------------------------
(1)  Of the 71,836 Shares beneficially owned by Hovde Capital, L.L.C., 71,836
are as General Partner to Financial Institution Partners II, L.P.

Page 3 of 24

 4



-------------------------------------------------------------------------------
CUSIP NUMBER   155685100
-------------------------------------------------------------------------------
            
     1.        NAMES OF REPORTING PERSONS.
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

               Eric D. Hovde
-------------------------------------------------------------------------------
     2.        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
               (a)X
               (b)
-------------------------------------------------------------------------------
     3.        SEC Use Only

-------------------------------------------------------------------------------
     4.        SOURCE OF FUNDS

               AF
-------------------------------------------------------------------------------
     5.        CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
               ITEMS 2(d) OR 2(e). [  ]

-------------------------------------------------------------------------------
     6.        CITIZENSHIP OR PLACE OF ORGANIZATION

               USA
-------------------------------------------------------------------------------
NUMBER OF      7.   SOLE VOTING POWER
SHARES
BENEFICIALLY        0
OWNED BY       ----------------------------------------------------------------
EACH           8.   SHARED VOTING POWER
REPORTING
PERSON WITH(2)      71,836 SHARES
               ----------------------------------------------------------------
               9.   SOLE DISPOSITIVE POWER

                    0
               ----------------------------------------------------------------
               10.  SHARED DISPOSITIVE POWER

                    71,836 SHARES
               ----------------------------------------------------------------
     11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    71,836 SHARES
-------------------------------------------------------------------------------
     12.       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
               SHARES. [  ]
-------------------------------------------------------------------------------
     13.       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                    5.6%
-------------------------------------------------------------------------------
     14.       TYPE OF REPORTING PERSON
                    IN
-------------------------------------------------------------------------------
(2)   Of  the 71,836 Shares beneficially owned by Eric D. Hovde, 71,836  are  as
Chairman, Chief Executive Officer, and managing member of Hovde Capital, L.L.C.


Page 4 of 24

    5



-------------------------------------------------------------------------------
CUSIP NUMBER   155685100
-------------------------------------------------------------------------------
            
     1.        NAMES OF REPORTING PERSONS.
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

               Steven D. Hovde
-------------------------------------------------------------------------------
     2.        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
               (a)X
               (b)
-------------------------------------------------------------------------------
     3.        SEC Use Only

-------------------------------------------------------------------------------
     4.        SOURCE OF FUNDS

               AF
-------------------------------------------------------------------------------
     5.        CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
               ITEMS 2(d) OR 2(e) [  ]

-------------------------------------------------------------------------------
     6.        CITIZENSHIP OR PLACE OF ORGANIZATION

               USA
-------------------------------------------------------------------------------
NUMBER OF      7.   SOLE VOTING POWER
SHARES
BENEFICIALLY        0
OWNED BY       ----------------------------------------------------------------
EACH           8.   SHARED VOTING POWER
REPORTING
PERSON WITH(3)      71,836 shares
               ----------------------------------------------------------------
               9.   SOLE DISPOSITIVE POWER

                    0
               ----------------------------------------------------------------
               10.  SHARED DISPOSITIVE POWER

                    71,836 shares
               ----------------------------------------------------------------
     11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    71,836 shares
-------------------------------------------------------------------------------
     12.       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
               SHARES. [  ]
-------------------------------------------------------------------------------
     13.       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
               5.6%
-------------------------------------------------------------------------------
     14.       TYPE OF REPORTING PERSON
               IN
-------------------------------------------------------------------------------
(3)   Of the 71,836 Shares beneficially owned by Steven D. Hovde, 71,836 are  as
President, Treasurer, and managing member of Hovde Capital, L.L.C.



Page 5 of 24

    6

Item 1.  Security and Issuer

     The  class of security to which this statement relates is the common stock,
no  par  value, of Central Valley Community Bancorp (the "Issuer").  The address
of the principal executive offices of the Issuer is 600 Pollasky Avenue, Clovis,
California 93612.

Item 2.  Identity and Background

     The  persons  filing this statement are Financial Institution Partners  II,
L.P. (the "Limited Partnership"), Hovde Capital, L.L.C. (the "General Partner"),
Eric  D.  Hovde, and Steven D. Hovde who are collectively referred to herein  as
the  "Reporting  Persons."   The  Limited  Partnership  is  a  Delaware  limited
partnership  formed  for the purpose of investing in, among  other  things,  the
equity  securities  of  various financial institutions  and  financial  services
companies.  Hovde Capital, L.L.C., a Nevada limited liability  company,  is  the
general partner of Financial Institution Partners II, L.P.

     Eric  D.  Hovde and Steven D. Hovde each hold beneficial interests  in  the
Shares  through  ownership  of an interest in, and  positions  as  officers  and
members  of  the  General Partner.  Eric D. Hovde and Steven D. Hovde  are  also
directors  and executive officers of Hovde Financial, Inc. ("Hovde  Financial").
Hovde Financial does not beneficially own any of the Shares.

     Attached  as  Schedule 1 hereto and incorporated by reference herein  is  a
list containing the principal business and the address of its principal business
and  offices  for  the Limited Partnership and the General Partner  as  well  as
information  required  by  (a) through (f) of this Item  as  to  each  executive
officer,  director  and/or controlling person of the  General  Partner  who  are
Reporting Persons.  The General Partner controls the Limited Partnership.

     None  of  the  Reporting  Persons  or  executive  officers,  directors   or
controlling  persons of the General Partner have, during the  last  five  years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors)  or  been  a  party  to  a  civil  proceeding  of  a  judicial  or
administrative body of competent jurisdiction and as a result of such proceeding
was  or  is  subject  to  a  judgment, decree or final  order  enjoining  future
violations  of,  or prohibiting or mandating activities subject to,  federal  or
state securities laws or finding of any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration

     Information regarding the source and amount of funds used by the  Reporting
Persons  in  acquiring  beneficial ownership of their Shares  is  set  forth  in
Schedule 2 attached hereto and incorporated herein by reference.

Item 4.  Purpose of Transaction

     The  Reporting Persons acquired the Shares for investment purposes  and  as
set forth below:

     The  Reporting  Persons  expect  to evaluate  on  an  ongoing  basis  their
investment  in  the  Issuer, and may independently from  time  to  time  acquire
additional  Shares,  dispose of Shares or formulate  other  purposes,  plans  or
proposals  regarding the Issuer or the Shares held by the Reporting  Persons  in
addition to those discussed above.  Any such acquisitions or dispositions may be
made,  subject  to  applicable  law,  in open  market  or  privately  negotiated
transactions or otherwise.

     Except  as  described  above, neither the Reporting  Persons  nor,  to  the
knowledge  of  the  Reporting Persons, any of the persons named  in  Schedule  1
hereto  have any plans or proposals which related to or would result in  any  of
the  actions or transactions specified in clauses (a) through (j) of Item  4  of
Schedule 13D.

Page 6 of 24

    7

Item 5.  Interest in Securities of the Issuer

     (a),  (b)   Schedule  3 hereto, which is incorporated by reference  herein,
sets forth, as of July 22, 2002, information relating to the aggregate number of
Shares  of the Issuer and the percentage of the outstanding Shares of the Issuer
as  of  such  date  (based upon information provided by the  Issuer,  there  are
1,294,683  Shares  outstanding as of that date) as  to  each  of  the  Reporting
Persons.  With respect to the Shares set forth on Schedule 3, by virtue  of  its
control  over  the  Limited  Partnership, all  decisions  regarding  voting  and
disposition of the Shares beneficially owned by the Limited Partnership are made
by the General Partner acting through its chief executive officer, president, or
managing member.  As such, the Limited Partnership and the General Partner share
voting  and investment power with respect to the Shares.  Therefore, as a result
of  their  ownership interest in, and positions as members and officers  of  the
General  Partner,  Eric  D. Hovde and Steven D. Hovde  may  be  deemed  to  have
beneficial ownership of the Shares.  Neither the General Partner, its  executive
officers,  or  controlling persons beneficially owns any  Shares  personally  or
otherwise.

     (c)   Schedule  4  hereto,  which  is  incorporated  by  reference  herein,
describes,  as of July 22, 2002, transactions in the Shares effected during  the
past sixty (60) days.

     (d)  None.

     (e)  Not Applicable.

Item  6.   Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.

     None.

Page 7 of 24

    8

Item 7.  Materials to be filed as Exhibits

Exhibit A -    Consent Agreement pursuant to 17 C.F.R.  13d-1(k)(1)(iii)
Exhibit B -    Addendum to Banc of America Securities LLC
               Customer Agreement
Exhibit C -    Account Agreement between Banc of America Securities LLC and
               Financial Institution Partners II, L.P.
Exhibit D -    Prime Broker Agreement between Banc of America Securities LLC
               and Financial Institution Partners II, L.P.
Exhibit E -    Partnership Agreement between Banc of America Securities LLC and
               Financial Institution Partners II, L.P.



                                   Signatures


     After reasonable inquiry and to the best of his/its knowledge and belief,
each of the undersigned Reporting Persons certifies that the information set
forth in this statement with respect to him/it is true, complete and correct.

                         FINANCIAL INSTITUTION PARTNERS II, L.P., by its
                         General Partner, HOVDE CAPITAL, L.L.C.

                         By:  /s/ Richard J. Perry, Jr.
                         -------------------------------------------------
                              Richard J. Perry, Jr.
                         Its: Secretary

                         HOVDE CAPITAL, L.L.C.

                         By:  /s/ Richard J. Perry, Jr.
                         -------------------------------------------------
                              Richard J. Perry, Jr.
                         Its: Secretary

                         ERIC D. HOVDE

                         /s/ Eric D. Hovde
                         -------------------------------------------------

                         STEVEN D. HOVDE

                         /s/ Steven D. Hovde
                         -------------------------------------------------


Dated:    07/22/02

Page 8 of 24

    9

                                   Schedule 1

                    INFORMATION RELATING TO REPORTING PERSONS



                                   Principal Business and
                                   Address of Principal Business
Name                               or Principal Office
----                               ------------------------------
                                

Financial Institution              Limited partnership formed to
Partners II, L.P.                  make investments primarily in equity
                                   securities of financial institutions and
                                   financial services companies.

                                   1824 Jefferson Place, N.W.
                                   Washington, D.C. 20036
                                   Organized: State of Delaware

Hovde Capital, L.L.C.              Limited liability company formed to serve as
                                   the general partner of Financial Institution
                                   Partners II, L.P.

                                   1824 Jefferson Place, N.W.
                                   Washington, D.C. 20036
                                   Organized: State of Nevada




    INFORMATION RELATING TO EXECUTIVE OFFICERS, DIRECTORS AND/OR CONTROLLING
                                     PERSONS


NAME                          PRINCIPAL OCCUPATION
ADDRESS                       BUSINESS ADDRESS              CITIZENSHIP
-------                       --------------------          -----------
                                                      
Steven D. Hovde(4)            Investment banker             U.S.
1629 Colonial Parkway         Hovde Financial, Inc.
Inverness, Illinois 60067     1629 Colonial Parkway
                              Inverness, Illinois 60067
                              Investment banking firm

Eric D. Hovde (5)             Investment banker             U.S.
1826 Jefferson Place, N.W.    Hovde Financial, Inc.
Washington, D.C. 20036        1826 Jefferson Place, N.W.
                              Washington, D.C. 20036
                              Investment banking firm


-------------------------------------------------------------------------------
(4) Steven D. Hovde is affiliated with the following Reporting Persons:
President, Treasurer and Managing Member of Hovde Capital, L.L.C.

(5) Eric D. Hovde is affiliated with the following Reporting Persons: Chairman,
Chief Executive Officer and Managing Member of Hovde Capital, L.L.C.

Page 9 of 24

    10

                                   SCHEDULE 2

     The following table sets forth the amount and source of funds used by each
Reporting Person in acquiring the Shares beneficially owned by it.



                                        Amount
                                        Originally
                    Total               Financed/           Source of
Name                Consideration       Current Balance     Funds
-------------------------------------------------------------------------------
                                                   

Financial           $987,745.00         $0                  Working Capital
Institution
Partners II, L.P.

Hovde Capital,      $987,745.00         $0                  Working Capital
L.L.C.                                                      Of Affiliate




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Page 10 of 24

    11

                                   SCHEDULE 3

      The  following table sets forth the number and approximate  percentage  of
Shares  beneficially  owned  by  each of the Reporting  Persons.   Each  of  the
Reporting Persons has shared power to vote or to direct the vote and to  dispose
or  to direct the disposition of the Shares of which each of them, respectively,
possesses beneficial ownership.



                                                            Approximate
Name                          Number of Shares              Percentage
----                          ----------------              -----------
                                                      

Financial Institution         71,836                        5.6%
Partners II, L.P.

Hovde Capital, L.L.C.         71,836                        5.6%

Eric D. Hovde                 71,836                        5.6%

Steven D. Hovde               71,836                        5.6%
-------------------------------------------------------------------------------

Aggregate Shares Held by      71,836                        5.6%
Reporting Persons



Page 11 of 24

    12

                                   SCHEDULE 4

Description of Transactions in Shares Effected Within 60 Days.

The Reporting Persons have effected the following transactions in the Shares
within sixty (60) days of July 12, 2002, and all subsequent days up to and
including July 22, 2002:


-------------------------------------------------------------------------------
               Transaction    Number of Transaction    Transaction    Broker
               Date           Shares    Price          Type
-------------------------------------------------------------------------------
                                                       

Financial      07/17/02       1,000     $24.00         Sell           Wedbush
Institution                                                           Morgan
Partners
II, L.P.       07/12/02       5,000     $23.58         Sell           Merrill
                                                                      Lynch

               07/12/02       20,000    $23.50         Sell           Wedbush
                                                                      Morgan

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                                  EXHIBIT INDEX

                                                                      Page
                                                                

Exhibit A -    Consent Agreement to 17 C.F.R. 13d-1(k)(1)(iii)       13

Exhibit B -    Addendum to Banc of America Securities LLC             14
               Customer Agreement

Exhibit C -    Customer Agreement between Banc of America             15
               Securities LLC and Financial Institution
               Partners II, L.P.

Exhibit D -    Prime Broker Agreement between Banc of America         19
               Securities LLC and Financial Institution
               Partners II, L.P.

Exhibit E -    Partnership Agreement between Banc of America          23
               Securities LLC and Financial Institution
               Partners II, L.P.




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Page 12 of 24

    13

                                                                       EXHIBIT A

            Consent Agreement Pursuant to 17 C.F.R. 13d-1(k)(1)(iii)

     Each of the undersigned hereby consents and agrees to the filing on behalf
of each of them of the foregoing joint statement on Schedule 13D pursuant to 17
C.F.R. 13d-1(k)(1)(iii) with respect to his/its beneficial ownership of the
shares of the Issuer.


                    FINANCIAL INSTITUTION PARTNERS II, L.P., by its
                    General Partner, HOVDE CAPITAL, L.L.C.

                    By:  /s/ Richard J. Perry, Jr.
                    -------------------------------------------------
                         Richard J. Perry, Jr.
                    Its: Secretary

                    HOVDE CAPITAL, L.L.C.

                    By:  /s/ Richard J. Perry, Jr.
                    -------------------------------------------------
                         Richard J. Perry, Jr.
                    Its: Secretary

                    ERIC D. HOVDE

                    /s/ Eric D. Hovde
                    -------------------------------------------------

                    STEVEN D. HOVDE

                    /s/ Steven D. Hovde
                    -------------------------------------------------


Dated:    07/22/02

Page 13 of 24

    14


                                                                 EXHIBIT B


                [ON NATIONSBANC MONTGOMERY SECURITIES LETTERHEAD]


January 22, 1998

Richard Perry
Hovde Financial, Inc.
1826 Jefferson Place, N.W.
Washington, D.C. 20036

Dear Rick,

Regarding the customer agreement, the following will serve as an addendum:

All  margin  loans  made to you will be governed by standard  margin  procedures
outlined  in  the  customer  agreement.  In  the  event  NationsBanc  Montgomery
Securities LLC modifies the terms of our mutually agreed upon pricing agreement,
or  decides to discontinue, or substantially reduce the level of Prime Brokerage
Services to your firm, *we will provide thirty days' written notice thereof  and
on  and  after the last day of such thirty day notice period, unless such notice
related to the modification of our pricing agreement and you accepted the  terms
of   such  modification  within  the  thirty  day  notice  period,*  NationsBanc
Montgomery Securities LLC shall have the right to make demand for payment of any
debit balance then owing with respect to any of your margin accounts.

Glen Dailey
Senior Managing Director

Page 14 of 24

    15

                                                                       EXHIBIT C

                               CUSTOMER AGREEMENT

 This  agreement  sets  forth the terms and conditions  pursuant  to  which  we,
NationsBanc  Montgomery  Securities LLC, and our successors  and  assigns,  will
maintain  your  account  for  purchases  and  sales  of  "securities  and  other
property," which means, but is not limited to securities, financial instruments,
commodities  and  money  of  every kind and nature  and  related  contracts  and
options.  This  definition includes securities or other  property  currently  or
hereafter held, carried or maintained by, or in the possession or control of, us
or  any  of our related entities for any purpose in and for any account  now  or
hereafter opened by you. You understand that, if your account is a cash account,
the  provisions of paragraphs 18 & 19 are not binding upon you unless you  enter
into  a  margin transaction and, if your account is a commodities  account,  the
provisions of paragraph 14 shall not be applicable.

1.APPLICABLE  LAW  AND REGULATIONS.  All transactions in your account  shall  be
  subject  to all applicable laws and the rules and regulations of all  federal,
  state  and self-regulatory agencies, including, but not limited to, the  Board
  of  Governors  of  the  Federal Reserve System and  the  constitution,  rules,
  customs  and  usages of the exchange or market (and its clearing house)  where
  the transactions are executed.

2.SECURITY INTEREST AND LIEN.  All securities or other property which we may  at
  any  time  be carrying or maintaining for you or which may at any time  be  in
  our  possession  or control for any purpose, including safekeeping,  shall  be
  subject to a general lien for the discharge of all of your obligations to  us,
  irrespective of whether or not we have made advances in connection  with  such
  securities  or other property, and irrespective of the number of accounts  you
  may have with us.

3.DEPOSITS  ON  CASH  TRANSACTIONS.   If  at  any  time  NationsBanc  Montgomery
  Securities  LLC  considers  it necessary for its protection,  it  may  in  its
  discretion  require  you  to deposit cash or collateral  in  your  account  to
  assure due performance by you of your open contractual commitments.

4.BREACH  OR  DEFAULT.  In the event of any breach by you of any agreement  with
  us,  or any default by you in any obligation to us, or should you die or  file
  a  petition  in bankruptcy or for the appointment of a receiver by or  against
  you,  or  should  we  for  any reason whatsoever deem  it  necessary  for  our
  protection, we are hereby authorized, at our discretion, to sell  any  or  all
  of  the securities and other property in any of your accounts which may be  in
  our  possession or control, or which we may be carrying or maintaining for you
  (either  individually or jointly with others), or to buy-in any securities  or
  other  property of which your account or accounts may be short, or  to  cancel
  any  other standing orders, to close out your account or accounts in whole  or
  in  part or in order to close out any commitment made on your behalf. Any such
  sale,  purchase or cancellation may be made according to our judgment and  may
  be  made,  at  our  discretion, on the exchange or  other  market  where  such
  business is then usually transacted, or at public auction or at private  sale,
  without  advertising the same and without notice to you or  to  your  personal
  representative,  and without prior tender, demand or call  of  any  kind  upon
  you,  or upon your personal representative (each of which is expressly  waived
  by  you),  and  we may purchase the whole or any part thereof  free  from  any
  right  of redemption, and you shall remain liable for any deficiency; it being
  understood that a prior tender, demand, call or notice of any kind  shall  not
  be  considered  a  waiver of our right to sell or buy  any  securities  and/or
  other  property  held  by us, or owed us by you, at any time  as  hereinbefore
  provided.  Nothing in this agreement shall be construed as  relieving  you  of
  any obligations imposed by law.

5.FINALITY  OF REPORTS.  Reports of execution of orders and statements  of  your
  accounts  shall  become conclusive if not objected to in writing,  the  former
  within  five days, and the latter within ten days, after forwarding by  us  to
  you by mail or otherwise.

6.RECEIPT  OF  TRUTH-IN-LENDING.  You hereby acknowledge receipt and  review  of
  NationsBanc Montgomery Securities LLC's Truth-In-Lending disclosure  statement
  contained  here  within. You understand that interest will be charged  on  any
  debit  balances in accordance with the methods described in that statement  or
  in  any  amendment or revision thereto which may be provided  to  you.  It  is
  understood  and  agreed that the interest charge made to your account  at  the
  close  of  one  charge period will be compounded, unless paid;  that  is,  the
  unpaid  interest  charge for previous periods will be  added  to  the  opening
  balance  for  the next charge period, thereby becoming part of  the  principal
  amount due and bearing like interest.

7.TRANSFERS  BETWEEN  ACCOUNTS.  At any time and  from  time  to  time,  at  our
  discretion,  we  may without notice to you apply and/or transfer  any  or  all
  securities and/or other property of yours interchangeably between any of  your
  accounts.

Page 15 of 24

    16

8.SELL  ORDERS.   It is understood and agreed that you will designate  any  sell
  order  for  a  short  account which you place with us as a  "short  sale"  and
  hereby  authorize  us to mark such order as being "short,"  and  when  placing
  with  us  any order for a long account, will designate it as such  and  hereby
  authorize  us  to  mark such order as being "long." Any sell order  which  you
  shall  designate as being for long account as above provided is for securities
  then  owned by you and, if such securities are not then deliverable by us from
  any  of  your  accounts,  the  placing  of  such  order  shall  constitute   a
  representation  by you that it is impracticable for you to then  deliver  such
  securities to us but that you will deliver them as soon as it is possible  for
  you to do so without undue inconvenience or expense.

9.AGE,  BENEFICIAL INTEREST.  If you are an individual, you represent  that  you
  are  of full legal age, and, in any event not less than eighteen years of age.
  You  further represent that no one except you has an interest in your  account
  with us.

10.     OPERATIONAL  MATTERS.  NationsBanc Montgomery Securities  LLC  primarily
  uses  banks located in California and New York to issue checks. Also, when  we
  hold  securities for your account, dividends and interest are credited  on  or
  about  the  payable  date as received. Most of our customers  prefer  to  have
  these  funds held in their accounts, and this will be the procedure  which  we
  will  follow  with  your  account  unless you  advise  us  of  an  alternative
  procedure which you would prefer. For example, we could arrange for checks  to
  be  sent to you monthly. If you require special arrangements, please bring the
  matter  to  our attention. NationsBanc Montgomery Securities LLC's  policy  is
  not  to  receive  remuneration  for directing orders  to  particular  brokers/
  dealers  or market centers for execution. Notwithstanding this policy,  should
  NationsBanc  Montgomery  Securities  LLC  receive  such  remuneration  on  any
  transaction, appropriate disclosure will be made.

11.     CREDIT  REPORT.   NationsBanc Montgomery  Securities  LLC  may,  in  its
  discretion,  request  an investigative consumer report  on  you  as  a  credit
  reference,  which  report may include information with respect  to  character,
  general   reputation,  personal  characteristics  and  mode  of   living.   In
  accordance  with the Fair Credit Reporting Act, a copy of any such report,  if
  obtained, will be made available to you upon written request.

12.     CLEARANCE  ACCOUNTS.  If NationsBanc Montgomery Securities  LLC  carries
  your  account  as clearing broker by arrangement with another  broker  through
  whose  courtesy  your  account has been introduced,  then  unless  NationsBanc
  Montgomery Securities LLC receives from you a written notice to the  contrary,
  NationsBanc  Montgomery Securities LLC shall accept from  such  other  broker,
  without  any  inquiry or investigation by us, (i) orders for the purchase  and
  sale  of  securities and other property on margin or otherwise, and  (ii)  any
  other   instructions  concerning  said  account.  You  understand  NationsBanc
  Montgomery  Securities LLC shall have no responsibility or  liability  to  you
  for  any  acts  or omissions of such other broker, its officers, employees  or
  agents.

13.     WAIVER,  ASSIGNMENT AND NOTICES.  No term or provision of this Agreement
  may  be  waived or modified unless in writing and signed by the party  against
  whom  such  waiver  or  modification is sought  to  be  enforced.  NationsBanc
  Montgomery  Securities  LLC's  failure to  insist  at  any  time  upon  strict
  compliance  with  this  Agreement or with any of the terms  hereunder  or  any
  continued  course of such conduct on its part shall in no event constitute  or
  be  considered a waiver by NationsBanc Montgomery Securities LLC of any of its
  rights  or  privileges.  This  Agreement  contains  the  entire  understanding
  between  you and NationsBanc Montgomery Securities LLC concerning the  subject
  matter  of  this  Agreement.  You may not assign your  rights  or  obligations
  hereunder  without  first obtaining the prior written consent  of  NationsBanc
  Montgomery  Securities LLC. Notice or other communications,  including  margin
  calls,   delivered  or  mailed  to  the  address  given  below  shall,   until
  NationsBanc  Montgomery Securities LLC has received notice  in  writing  of  a
  different address, be deemed to have been personally delivered to you.

14.  ARBITRATION.

-    ARBITRATION IS FINAL AND BINDING ON THE PARTIES.

-    THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING
     THE RIGHT TO JURY TRIAL.

-    PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM
     COURT PROCEEDINGS.

-    THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL
     REASONING  AND  ANY  PARTY'S RIGHT TO APPEAL OR  TO  SEEK  MODIFICATION  OF
     RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.

Page 16 of 24

    17

-    THE  PANEL  OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS
     WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.

YOU  AGREE, AND BY CARRYING AN ACCOUNT FOR YOU, WE AGREE, THAT ALL CONTROVERSIES
WHICH  MAY  ARISE  BETWEEN US CONCERNING ANY TRANSACTION  OR  THE  CONSTRUCTION,
PERFORMANCE OR BREACH OF THIS OR ANY OTHER AGREEMENT BETWEEN US, WHETHER ENTERED
INTO  PRIOR,  ON,  OR  SUBSEQUENT TO THE DATE HEREOF,  SHALL  BE  DETERMINED  BY
ARBITRATION. ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED ONLY IN THE
FORUMS  PROVIDED BY THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR  THE
BOARD  OF  GOVERNORS OF THE NEW YORK STOCK EXCHANGE, INC., AS YOU MAY ELECT.  IF
YOU  DO  NOT  MAKE  SUCH  ELECTION BY REGISTERED MAIL ADDRESSED  TO  NATIONSBANC
MONTGOMERY  SECURITIES  LLC, 600 MONTGOMERY STREET,  SAN  FRANCISCO,  CA  94111,
ATTENTION:  LEGAL DEPARTMENT, AND RECEIVED WITHIN FIVE DAYS AFTER DEMAND  BY  US
THAT YOU MAKE SUCH ELECTION, THEN NATIONSBANC MONTGOMERY SECURITIES LLC MAY MAKE
SUCH  ELECTION. THE AWARD OF THE ARBITRATORS, OR OF THE MAJORITY OF THEM,  SHALL
BE FINAL, AND JUDGMENT UPON ANY AWARD RENDERED BY THE ARBITRATORS MAY BE ENTERED
IN ANY COURT HAVING JURISDICTION THEREOF.

No  person shall bring a putative or certified class action to arbitration,  nor
seek to enforce any pre-dispute arbitration agreement against any person who has
initiated  in  court a putative class action or who is a member  of  a  putative
class  who has not opted out of the class with respect to any claims encompassed
by the putative class action until:
(i)    the class certification is denied;
(ii)   the class is decertified; or
(iii)  the customer is excluded from the class by the court.
Such  forbearance  to enforce an agreement to arbitrate shall not  constitute  a
waiver of any rights under this agreement except to the extent stated herein.

15.  NEW  YORK  LAW  TO  GOVERN.  This Agreement and its  enforcement  shall  be
  governed  by  the  laws  of  the  State of New York  (without  regard  to  any
  principles of conflicts of law) and its provisions shall be continuous;  shall
  cover  individually and collectively all accounts which you may open or reopen
  with  us, and shall inure to the benefit of our present organization, and  any
  successor organization, irrespective of any change or changes at any  time  in
  the  personnel  thereof, for any cause whatsoever, and of the assigns  of  our
  present organization or any successor organization, and shall be binding  upon
  you, and/or your estate, executors, administrators, heirs and assigns.

16.  PARTIAL  UNENFORCEABILITY.  If any provision herein  is  or  should  become
  inconsistent  with  any  present or future law,  rule  or  regulation  of  any
  sovereign  government  or  a  regulatory body  having  jurisdiction  over  the
  subject  matter  of  this  Agreement  or  is  held  to  be  invalid,  void  or
  unenforceable  by  reason of any law, rule, administrative order  or  judicial
  decision,  such  provision  shall be deemed to be  rescinded  or  modified  in
  accordance  with  any such law, rule, regulation, order or  decision.  In  all
  other  respects, this Agreement shall continue and remain in  full  force  and
  effect.

17.  LIMIT ORDERS.  NationsBanc Montgomery Securities LLC reserves the right  to
  not   accept  from  customers  limit  orders  in  NASDAQ  or  over-the-counter
  securities in which it acts as a market maker.

18.  MARGIN  IN MARGIN ACCOUNTS (NOT APPLICABLE TO CASH ACCOUNTS).   You  hereby
  agree   to  maintain  such  margin  in  your  margin  account  as  NationsBanc
  Montgomery Securities LLC may in its discretion require and you agree  to  pay
  forthwith  on  demand  any debit balance owing with respect  to  any  of  your
  margin accounts, and if not paid this shall be a breach of this Agreement  and
  NationsBanc  Montgomery Securities LLC may take such action  as  it  considers
  necessary   for  its  protection  in  accordance  with  this  Agreement.   You
  understand  that, even if NationsBanc Montgomery Securities LLC has  a  policy
  of  giving  customers  notice of a margin deficiency,  NationsBanc  Montgomery
  Securities  LLC is not obligated to request additional margin  from  you,  and
  there  may be circumstances where NationsBanc Montgomery Securities  LLC  will
  liquidate  securities and/or other property in your account without notice  to
  you.  You will be charged interest on your debit balance which if not paid  at
  the  close of an interest period will be added to the opening balance for  the
  next interest period. Please consult the attached disclosure statement for  an
  outline of NationsBanc Montgomery Securities LLC's interest policies.

Page 17 of 24

    18

                                                                     CASH/MARGIN

19.  CUSTOMER'S CONSENT TO LOAN OR PLEDGE OF SECURITIES AND OTHER PROPERTY  (NOT
  APPLICABLE  TO  CASH  ACCOUNTS). You hereby authorize  NationsBanc  Montgomery
  Securities LLC to lend either to itself or to others any securities and  other
  property held by NationsBanc Montgomery Securities LLC in your margin  account
  and  to carry all such property in its general loans and such property may  be
  pledged,  repledged, hypothecated or rehypothecated, without  notice  to  you,
  either  separately or in common with other such property for any  amounts  due
  to  NationsBanc  Montgomery Securities LLC thereon or for a greater  sum,  and
  NationsBanc  Montgomery Securities LLC shall have no obligation  to  retain  a
  like amount of similar property in its possession and control.

  BY  SIGNING THIS AGREEMENT YOU ACKNOWLEDGE THAT THE SECURITIES IN YOUR  MARGIN
ACCOUNT MAY BE LOANED TO NATIONSBANC MONTGOMERY SECURITIES LLC OR LOANED OUT  TO
OTHERS AND THAT YOU HAVE RECEIVED AND REVIEWED A COPY OF THIS AGREEMENT.

  THIS  AGREEMENT  CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE  AT  PAGES  2-3  AT
PARAGRAPH 14.

  IF  JOINT ACCOUNT BOTH PARTIES MUST SIGN. Persons signing on behalf of  others
please indicate title or capacity in which you have signed.



     Financial Institution Partners II, L.P.
---------------------------------------------------
     (Typed or Printed Name)

     By: Hovde Capital, L.L.C., general partner
     By: Richard J. Perry, Jr., Secretary
---------------------------------------------------
     (Signature)

     /s/ Richard J. Perry, Jr.
---------------------------------------------------
     (Signature)

     1824 Jefferson Place, N.W.
---------------------------------------------------
     (Mailing Address)

Washington               DC        20036
---------------------------------------------------
(City)                   (State)        (Zip)

               2/4/98
---------------------------------------------------
               (Date)


Acct.
No:____________________________________________


Page 18 of 24

    19

                                                                       EXHIBIT D
NationsBanc Montgomery Securities LLC

                             PRIME BROKER AGREEMENT

In  accordance with the requirements set forth in the January 25, 1994 No-Action
Letter  of  the  Division  of Market Regulation of the Securities  and  Exchange
Commission  (the  "No-Action  Letter"), NationsBanc  Montgomery  Securities  LLC
("NMS"),  a  North Carolina corporation, and each Customer on whose behalf  this
agreement has been executed ("Customer"), hereby agree as follows.

1. As  of  October  3, 1994 or such later date when the No-Action  Letter  shall
   become  effective,  this Agreement shall apply to all transactions  in  which
   NMS  is given up as the prime broker for Customer; i.e. transactions executed
   for  Customer by one or more executing brokers (each, an "Executing Broker"),
   which transactions are submitted to NMS for clearance and settlement.

2. If  Customer  is the beneficial owner of an account managed by an  Investment
   Advisor  registered  with the Securities and Exchange  Commission  under  the
   Investment  Advisors Act of 1940 or such other authorized agent, attorney-in-
   fact  or  third  party ("Investment Advisor"), then this Agreement  has  been
   executed  on  Customer's behalf by such Investment Advisor. Each Customer  on
   whose  behalf this Agreement has been executed is named on Schedule A hereto,
   as  such  Schedule  may  be  modified from time to time.  Investment  Advisor
   represents and warrants that it has on file written authorization to  execute
   agreements  on  behalf  of  each  Customer named  on  Schedule  A  and  shall
   indemnify  and  hold  NMS  harmless from any claim  or  claims  arising  from
   Investment  Advisor's unauthorized execution of this Agreement  on  any  such
   Customer's behalf.

3. All  Executing  Brokers through whom Customer or Investment Advisor,  as  the
   case  may be, is initially authorized to execute prime brokerage transactions
   are  identified  on  Schedule  B  hereto. Prior  to  entering  into  a  prime
   brokerage transaction with an Executing Broker not identified on Schedule  B.
   Customer  or  Investment Advisor shall state in a writing sent via  facsimile
   to  NMS  that it desires to do so and confirm with NMS that a prime brokerage
   agreement  has  been  executed- between NMS and such Executing  Broker.  Upon
   execution  of  a  prime brokerage agreement between NMS  and  such  Executing
   Broker,  Schedule B hereto shall be deemed automatically amended  to  include
   such  Executing  Broker  and,  only thereafter, may  Customer  execute  prime
   brokerage   transactions  with  such  Executing  Broker  pursuant   to   this
   Agreement.

4. Customer or Investment Advisor, as the case may be, will promptly notify  NMS
   of  each transaction executed by an Executing Broker on Customer's behalf, no
   later  than  the close of business on trade date.  At a minimum, such  notice
   will  include the security involved, the number of shares or units, the price
   per  share  or unit, whether the transaction was a long or short  sale  or  a
   purchase, the Executing Broker and the Executing Broker's commission.

Page 19 of 24

    20

5. On  the next business day following trade date, NMS will send to Customer, or
   if  requested in writing, to Investment Advisor, notification confirming  the
   details  of  each  transaction  executed by Executing  Broker  on  Customer's
   behalf,  based upon the information provided to NMS by Customer or Investment
   Advisor.  Such  notification  will include all  information  required  for  a
   confirmation  pursuant to Rule 10b-10 under the Securities  Exchange  Act  of
   1934  ("Rule  10b-10"),  except the capacity  of  the  executing  broker,  an
   average  price  designation,  and, in principal trades,  the  reported  trade
   price  and  the difference between that price and the net price to  Customer,
   if  this  information has not been provided to NMS by Customer or  Investment
   Advisor.  In  addition, the notification will disclose any  transaction-based
   charges imposed by NMS and any commission charged by Executing Broker.

6. NMS  will  settle transactions on Customer's behalf, unless, during the  time
   permitted for disaffirmations under the agreement then in effect between  NMS
   and  Executing Broker, NMS disaffirms all unsettled transactions of  Customer
   that  NMS  determines  to  disaffirm in good faith  and  in  accordance  with
   reasonable  commercial  standards. NMS will  promptly  send  to  Customer  or
   Investment  Advisor,  as  applicable,  a  notice  of  cancellation   of   all
   disaffirmed  transactions to offset any notifications  sent  previously.  NMS
   shall  not  be  responsible for the clearance and settlement of  transactions
   that  it disaffirms. Rather, Customer shall be responsible and liable  solely
   to   Executing   Broker(s)  for  the  clearance  and   settlement   of   such
   transactions.

7. Without  limiting  the  generality  of the  foregoing,  if  Customer  is  the
   beneficial  owner  of an account managed by an Investment Advisor  registered
   under  the  Investment Advisor's Act of 1940, NMS, in its sole  and  absolute
   discretion,  may elect not to settle prime brokerage transactions  on  behalf
   of  Customer  if Customer fails to maintain in its account with  NMS  minimum
   net equity of at least $250,000 in cash or securities with a ready market  as
   defined  in  Rule 15c3-l(c)(11) under the Securities Exchange  Act  of  1934.
   Otherwise,  if Customer is not the beneficial owner of an account managed  by
   an  Investment Advisor registered under the Investment Advisor's Act of 1940,
   NMS,  in  its  sole and absolute discretion, may elect not  to  settle  prime
   brokerage  transactions on behalf of Customer if Customer fails  to  maintain
   in  its account with NMS minimum net equity of at least $1,000,000 in cash or
   securities  with  a ready market as defined in Rule 15c3-l(c)(11)  under  the
   Securities Exchange Act of 1934.

8. Furthermore,  in the event net equity in Customer's account  with  NMS  falls
   below  the  minimum amount set forth in the No-Action Letter, Customer  shall
   have  until 12:00 noon of the fifth business day following the date on  which
   net  equity fell below the minimum amount to restore net equity to the  level
   required in the No-Action Letter. If Customer fails to restore net equity  to
   the  required  level,  NMS shall notify each Executing Broker,  by  the  same
   day's  close  of business, that NMS is no longer acting as Prime  Broker  for
   Customer.  As of the day following such notice, NMS may not accept any  prime
   brokerage transactions commenced on behalf of Customer.

Page 20 of 24

    21

9. So  long  as this Agreement is in effect, NMS will be responsible  to  ensure
   that   all   transactions  which  it  has  affirmed  and   not   subsequently
   disaffirmed,  and  is  obligated  to  clear,  are  cleared  between  NMS  and
   Customer,  and accordingly, appear on NMS's books in either a cash or  margin
   account for Customer and conform to Regulation T promulgated by the Board  of
   Governors  of  the  Federal  Reserve System  and  applicable  self-regulatory
   organization margin requirements.

10.Customer  may  instruct,  in  a writing separate  from  the  prime  brokerage
   agreement  between Customer and Executing Broker, Executing  Broker  to  send
   confirmations  of transactions, as required by Rule l0b-10,  to  Customer  in
   care  of  NMS.  Confirmations  received  by  NMS  on  Customer's  behalf  are
   available  to  Customer without charge, promptly upon  request.  The  parties
   acknowledge  that  providing  such  an instruction  is  not  a  condition  to
   entering  into  this  Agreement, nor shall Customer be  charged  differential
   fees or otherwise receive incentives for providing such an instruction.

11.NMS  is  hereby  authorized to disclose Customer's name and address  to  each
   Executing  Broker identified on Schedule B. as such Schedule may be  modified
   from  time to time, to enable such Executing Broker to establish on its books
   an  account for Customer to be used in the event transactions are disaffirmed
   by NMS.

12.NMS  will  issue to Customer a statement of account at least on  a  quarterly
   basis.  The statement will include all transactions that occurred during  the
   statement period and the resultant security positions and money balances.

13.Customer  represents  and warrants that it is currently  in  compliance,  and
   during  the  term  of  this  Agreement will remain in  compliance,  with  all
   applicable  requirements  of the No-Action Letter,  and  any  supplements  or
   amendments  thereto;  including,  in  particular,  the  requirement  that  it
   execute an agreement similar to this Agreement with each Executing Broker  at
   any point in time identified on Schedule B.

14.In  the event of an inconsistency between any term or terms of this Agreement
   and  those  of  any  Cash  Account Agreement, Margin  Agreement  or  Clearing
   Agreement between the parties, this Agreement shall control to the extent  of
   such inconsistency.

15.This  Agreement  may  be amended or modified only by NMS upon  prior  written
   notice  to  Investment  Advisor or Customer. Such amendment  or  modification
   shall  become effective immediately in the event Customer continues to accept
   prime  brokerage  services from NMS after the date on which  such  notice  is
   given.

16.This  Agreement may be terminated by either party hereto upon  prior  written
   notice.   Any  such termination shall not affect Customer's  liabilities  and
   obligations  to  NMS  with respect to transactions  executed  prior  to  such
   termination.

17.This  Agreement  shall be governed by and construed in  accordance  with  the
   laws  of the State of New York, without giving effect to the conflict of  law
   principles thereof.


Page 21 of 24

    22


18.     (a)  Arbitration is final and binding on the parties.

                (b)   The  parties are waiving their rights to seek remedies  in
          court, including the right to a jury trial.

               (c)  Pre-arbitration discovery is generally more limited than and
          different from court proceedings.

                (d)   The arbitrators' award is not required to include  factual
          findings  or legal reasoning and any party's right to appeal  or  seek
          modifications or rulings by the arbitrators is strictly limited.

                (e)   The panel of arbitrators will typically include a minority
          of  arbitrators  who  were  or  are  affiliated  with  the  securities
          industry.

ANY  CONTROVERSY  BETWEEN NMS OR ANY OF ITS AFFILIATES OR ANY OF  ITS  OR  THEIR
PARTNERS, OFFICERS, DIRECTORS OR EMPLOYEES ON THE ONE HAND, AND CUSTOMER  AND/OR
INVESTMENT  ADVISOR  ON  THE OTHER HAND, ARISING OUT  OF  OR  RELATING  TO  THIS
AGREEMENT   OR  THE  ACCOUNTS  ESTABLISHED  HEREUNDER,  SHALL  BE   SETTLED   BY
ARBITRATION, IN ACCORDANCE WITH THE RULES THEN OBTAINING OF THE NEW  YORK  STOCK
EXCHANGE,  INC. (OR SUCH OTHER ARBITRATION PANEL OR BOARD AS MAY BE REQUIRED  BY
LAW).   ANY AWARD OF THE ARBITRATORS SHALL BE FINAL, AND JUDGMENT UPON THE AWARD
RENDERED MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION.

IN  WITNESS  WHEREOF,  the parties hereto have caused this Agreement,  WHICH  IS
ACKNOWLEDGED  TO CONTAIN A PRE-DISPUTE ARBITRATION CLAUSE, to be  duly  executed
and delivered as of the date set forth below.


Financial Institution Partners II, L.P.
-----------------------------------------
CUSTOMER OR INVESTMENT ADVISOR                    ACCEPTED AND AGREED TO:
                                                  NATIONSBANC MONTGOMERY
By:  HOVDE CAPITAL, L.L.C., general partner       SECURITIES LLC AS PRIME
                                                  BROKER

By:  /s/ Richard J. Perry, Jr.                    By:  /s/ Glen Dailey
-----------------------------------------         -------------------------
Richard J. Perry, Jr., Secretary                  Senior Managing Director
-----------------------------------------         ----------------------------
Print Name and Title                              Print Name and Title

Date:     2/4/98                                  Date:     2/5/98
          ------                                            -------



Page 22 of 24

    23

                                                                       EXHIBIT E

NationsBanc Montgomery Securities LLC
                              ________________________________
                              ACCOUNT NUMBER

                              ________________________________
                              ACCOUNT NAME


                              PARTNERSHIP AGREEMENT

Ladies and Gentlemen:

In  consideration of your opening and carrying a partnership account in the name
of  Financial  Institution Partners II, L.P. a duly organized  partnership  (the
"Partnership")  of  which  each of the undersigned is  a  general  partner,  the
undersigned  jointly and severally agree that each of the following persons,  to
wit:

Eric D. Hovde                           Steven D. Hovde
--------------------------------        --------------------------------

Richard J. Perry, Jr.
--------------------------------        --------------------------------

are  hereby  appointed  the  authorized  agents  and  attorneys-in-fact  of  the
Partnership (the "Authorized Agents"), and shall have authority on behalf of the
Partnership, and for its account and risk, to buy, sell (including short sales),
tender,  convert, exchange, trade and otherwise deal in, through you as brokers,
stocks,  bonds,  options and any other securities (on margin  or  otherwise)  in
accordance with your terms and conditions for the Partnership account.

You  are authorized to follow the instructions of the Authorized Agents in every
respect  concerning  said  account, and to deliver to  them  on  behalf  of  the
Partnership account all demands, notices, confirmations, reports, statements  of
accounts, and communications of every kind; to deliver to them on behalf of  the
Partnership account money, securities and property of every kind, and to  follow
the  orders of said Authorized Agents regarding the same. The Authorized  Agents
are  hereby  authorized  to  execute and deliver on behalf  of  the  Partnership
account agreements relating to any of the foregoing matters and to terminate  or
modify  same or waive any of the provisions thereof; and generally to deal  with
you  on  behalf of the Partnership account as fully and completely  as  if  each
alone  were  interested in said accounts, all without notice  to  the  other  or
others interested in said account.

This  Authorization and indemnity is in addition to, and in  no  way  limits  or
restricts,  any  rights which you have under any other agreement  or  agreements
between  you  and  the  undersigned, or any of them, now existing  or  hereafter
entered  into,  and is binding on the Partnership and its legal representatives,
successors  and assigns. This authorization and indemnity is also  a  continuing
one and shall remain in full force and effect until revoked by a written notice,
addressed to you and delivered to you at your principal office in San Francisco.
No  such  revocation shall affect any liability arising out of  any  transaction
initiated prior to such revocation. The undersigned, jointly and severally agree
to  indemnify and hold you harmless from and to pay you promptly on  demand  any
debit  balance  in  said account, including any loss or debit balance  resulting
from transactions initiated prior to receipt of such revocation.

The  undersigned hereby certify that the general and/or limited partners of said
Partnership are as follows: *

Name      N/A                                Occupation
          -------------------------                    ------------------------
Name                                         Occupation
          -------------------------                    ------------------------
Name                                         Occupation
          -------------------------                    ------------------------
*or attach signature page(s) of partnership

Page 23 of 24

    24


Name                                         Occupation
     -------------------------                         ------------------------
Name                                         Occupation
     -------------------------                         ------------------------
Name                                         Occupation
     -------------------------                         ------------------------
Name                                         Occupation
     -------------------------                         ------------------------
Name                                         Occupation
     -------------------------                         ------------------------
Name                                         Occupation
     -------------------------                         ------------------------
Name                                         Occupation
     -------------------------                         ------------------------
Name                                         Occupation
     -------------------------                         ------------------------
Name                                         Occupation
     -------------------------                         ------------------------

The  undersigned further authorizes you, in the event of death or retirement  of
any  of  the general and/or limited partners of said Partnership, to  take  such
proceedings,  require such papers, retain such portions or restrict transactions
in  said account as you may deem advisable to protect you against any liability,
penalty  or  loss under any present or future laws or otherwise. It  is  further
agreed  that in the event of the death or retirement of any member of  the  said
Partnership  the remaining members will immediately cause you to be notified  of
such fact.

This  Authorization and indemnity and its enforcement shall be governed  by  the
laws  of  the  State of New York, shall cover individually and collectively  all
accounts  covered by this agreement and authorization which the undersigned  may
open  or  reopen  with  you,  and shall inure to the  benefit  of  your  present
organization,  and any successor organization, irrespective  of  any  change  or
changes  of any kind of the personnel thereof for any cause whatsoever,  and  of
the assigns of your present organization or any successor organization.

Customer  consent  to  loan  or pledge of securities  and  other  property  (not
applicable  to cash accounts): each of the undersigned has signed  the  enclosed
Customer's Agreement and Customer's Loan Consent which are intended to cover, in
addition to the provisions hereof, the terms upon which the Partnership is to be
carried.



                                   Very truly yours,

                                   HOVDE CAPITAL, L.L.C.

Dated:    2/4/98                   By:  /s/ Richard J. Perry, Jr.

                                    General Partner(s)

                                    _______________________________


                                    _______________________________

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