COMMON STOCK               COMMUNITY WEST BANCSHARES                COMMON STOCK
   NUMBER                                                              SHARES

CWB

INCORPORATED UNDER THE LAWS OF               SEE REVERSE FOR STATEMENTS RELATING
   THE STATE OF CALIFORNIA                         TO RIGHTS, PREFERENCES,
                                            PRIVILEGES AND RESTRICTIONS, IF ANY
                                                      CUSIP 204157 10 1

THIS CERTIFIES THAT

is the record holder of

FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF NO PAR VALUE

COMMUNITY WEST BANCSHARES

transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

 Dated:


/s/ MICHEL NELLIS           [SEAL]         /s/ LLEWELLYN W. STONE
     SECRETARY                                  PRESIDENT/CEO

COUNTERSIGNED AND REGISTERED:
U.S. STOCK TRANSFER CORPORATION
TRANSFER AGENT AND REGISTRAR

BY

AUTHORIZED SIGNATURE

A statement of the rights, preferences, privileges and restrictions granted to or imposed upon the respective classes or series of shares and upon the holders thereof as established, from time to time, by the Articles of Incorporation of the Corporation and by any certificate of determination, and the number of shares constituting each class and series and the designations thereof, may be obtained by the holder hereof upon written request and without charge from the Secretary of the Corporation at its corporate headquarters.

TEN COM - as tenants in common                     UNIF GIFT MIN ACT - _______________ Custodian _______________
TEN ENT - as tenants by the entireties                                      (Cust)                   (Minor)
JT TEN  - as joint tenants with right of                               under Uniform Gifts to Minors
          survivorship and not as tenants                              Act _________________________
          in common                                                                (State)

                                                   UNIF TRF MIN ACT  - _______________ Custodian (until age ____)
                                                                            (Cust)
                                                                       __________________ under Uniform Transfers
                                                                              (Minor)
                                                                       to Minors Act _________________
                                                                                          (State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, ______________________ hereby sell, assign and transfer unto

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________________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

_________________________________________________________________________ Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

_______________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated ________________________________

X _______________________________________

X _______________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

By _______________________________________________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT

EXHIBIT 4(d)

VOID AT 5:0 P.M. PACIFIC TIME, ON JUNE 30, 1998, UNLESS EXTENDED.

NUMBER

W [SEAL] WARRANTS TO PURCHASE ONE SHARE OF COMMON STOCK EACH

GOLETA NATIONAL BANK
ORGANIZED UNDER THE LAWS OF THE UNITED STATES OF AMERICA

CUSIP 38162K 11 7

THIS CERTIFIES THAT, for value received,

the registered holder hereof or registered assigns (the "Holder"), is entitled to purchase from Goleta National Bank, a national banking association (the "Bank"), at the purchase price of $8.75 (the "Warrant Price"), one share of the Bank's Common Stock, $2.50 par value (the "Common Stock"), for each Warrant comprising the aggregate number of Warrants set forth above. The number of shares purchasable upon exercise of this Warrant and the Warrant Price per share shall be subject to adjustment from time to time as set forth herein. This Warrant shall expire on June 30, 1998, unless extended.

This Warrant is one of a duly authorized issue of Warrants evidencing the right to purchase an aggregate of up to 472,652 shares of Common Stock and is issued in connection with the Bank's offering of up to 429,684 Units, each Unit consisting of one share of Common Stock and one Warrant to purchase one share of Common Stock each, and up to 42,968 Warrants as broker-dealer compensation. The shares of Common Stock to be issued upon the exercise of Warrants are referred to herein as "Warrant Shares." The offer and sale of the Warrants and of the Warrant Shares has been made pursuant to a public offering declared effectively by the Comptroller of the Currency on May 17, 1996.

1. EXERCISE PERIOD; EXPIRATION DATE. The Warrant is exercisable from issuance through the June 30, 1998. This Warrant shall expire in its entirety and shall no longer be exercisable at 5:00 P.M. Pacific Time, on June 30, 1998, unless extended (the "Expiration Date").

2. EXERCISE OF WARRANTS. A Warrant may be exercised at the Bank's Main Office at 5827 Hollister Avenue, Goleta, California 93117, upon presentation and surrender hereof, with the Warrant Purchase Form on the reverse hereof, duly completed and signed, and upon payment to the Bank of the Warrant Price (as adjusted in accordance with the provisions of Section 9 hereof), for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Warrant Price shall be made in cash, by check or any combination thereof. Holders shall be entitled to receive the Prospectus declared effective on May 17, 1996, as well as any updates or supplements thereto and Bank call reports prior to exercise of the Warrants upon request to the Bank.

The Bank shall not be required to issue fractional Warrant Shares on the exercise of Warrants. When Warrants shall be presented for exercise in full at the same time by the same Holder the number of full Warrant Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant shares purchasable by such Holder on exercise of the Warrants so presented. If any fraction of a Warrant Share would be issuable on the exercise of any Warrants in full, the Bank shall pay an amount in cash equal to the then current market price per Warrant Share multiplied by such fraction. When Warrants shall be presented for exercise as to a specified portion, only full Warrant Shares shall be issuable and a new Warrant shall be issuable evidencing the remaining Warrant or Warrants.

Upon such surrender of Warrants and payment of the Warrant Price as aforesaid, the Bank shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided above in this Section 2, in respect of any fractional Warrant share otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Warrant Price, as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of the Warrant Price, the transfer books for the Warrant Shares or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Expiration Date) and until such date the Bank shall be under no duty to deliver any certificate for such Warrant Shares. The purchase rights represented by the Warrants shall be exercisable at the election of the Holders thereof, either in full or from time to time in part and, in the event that a Warrant is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the date of expiration of the Warrants, a new Warrant evidencing the remaining Warrant or Warrants will be issued. All Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled by the Bank.

3. EXCHANGE OF WARRANTS. Each Warrant may be exchanged without charge for another Warrant(s) entitling the Holder thereof to purchase a like aggregate number of Warrant Shares as the Warrant(s) surrendered then entitle such Holder to purchase. Any Holder desiring to exchange a Warrant(s) shall make such request in writing delivered to the Bank or its Warrant Agent, U.S. Stock Transfer Corporation, and shall surrender, properly endorsed, the Warrant(s) to be so exchanged. Thereupon, the Bank or its Warrant Agent shall deliver to the person(s) entitled thereto new Warrant(s) as so requested.

4. TRANSFER OF WARRANTS. The Warrants shall be transferable only on the books of the Bank maintained at its main office at 5827 Hollister Avenue, Goleta, California 93117, upon delivery thereof duly endorsed with signatures properly guaranteed by a commercial bank or securities brokerage firm, or accompanied by proper evidence of succession, assignment or authority to transfer. Upon any registration of transfer, the Bank shall deliver a new Warrant or Warrants to the person(s) entitled thereto.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

WITNESS, the facsimile seal of the Bank and the facsimile signatures of its duly authorized officers. This Warrant Certificate is not valid until countersigned by the Warrant Agent.

Dated: GOLETA NATIONAL BANK,
a national banking association

COUNTERSIGNED:

     U.S. STOCK TRANSFER CORPORATION,             By: /s/ MICHAEL A. ALEXANDER
                                                     --------------------------
                  as Warrant Agent                   Michael A. Alexander,
                                                     Chairman


By:                                               By:  /s/ LLEWELLYN W. STONE
                                                      --------------------------
                                                      Llewellyn W. Stone,
                                                      President

AUTHORIZED OFFICER

[SEAL]

5. PAYMENT OF TAXES. The Bank will pay all documentary stamp taxes, if any, attributable to the initial issuance of Warrant Shares upon the exercise of Warrants, provided, however, that the Bank shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any Warrants or certificates for Warrant Shares in a name other than that of the registered Holder of the Warrants, and in such case the Bank shall not be required to issue or deliver any certificates for shares of Common Stock or any Warrant until the person requesting the same has paid to the Bank the amount of such tax or has established to the Bank's satisfaction that such tax has been paid.

6. MUTILATED OR MISSING WARRANTS. In case any of the Warrants shall be mutilated, lost, stolen or destroyed, the Bank may at its discretion issue, upon cancellation of the mutilated Warrant, or in lieu of and in substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and representing an equivalent right or interest, but only upon receipt of evidence satisfactory to the Bank or its Warrant Agent or such loss, theft or destruction of such Warrant and indemnity, if requested, also satisfactory to the Bank or its Warrant Agent. An applicant for such a substitute Warrant shall also comply with such other reasonable regulations as the Bank or its Warrant Agent may prescribe.

7. RESERVATION OF WARRANT SHARES. The Bank shall at all times, while the Warrants are exercisable, keep reserved, out of its authorized Common Stock, a number of shares of Common Stock sufficient to provide for the exercise of the rights of purchase represented by the outstanding Warrants. Promptly after the date of expiration of the Warrants, no shares shall be subject to reservation in respect of such Warrants.

8. CANCELLATION OF WARRANTS. The Bank or its Warrant Agent shall cancel any Warrants surrendered for exchange, substitution, transfer or exercise in whole or in part.

9. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF WARRANT SHARES. The number and kind of securities purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustments from time to time upon the happening of certain events, as hereinafter defined:

9.1 MECHANICAL ADJUSTMENTS. The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows:

(a) In case the Bank shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its shares of Common Stock or capital reorganization other securities of the Bank, the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Bank which the Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this Paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

(b) No adjustment in the number of Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Warrant Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this Paragraph (b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and, provided further, that all adjustments carried forward by reason of this Paragraph (b) shall be taken into account and the number of Warrant Shares purchased upon the exercise of each Warrant shall be adjusted as of 7 days prior to the Expiration Date. If any adjustment is carried forward pursuant to this Paragraph (b), the Bank shall timely make the election required by Treasury Regulation Section 1.305-3(d)(2)(iii). All calculations shall be made to the nearest one-hundredth of a share.

(c) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of each Warrant shall be adjusted by multiplying the Warrant Price immediately prior to the adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to the adjustment, and of which the denominator shall be the number of Warrant Shares so purchasable immediately thereafter.

(d) For the purpose of this Subsection 9.1, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Bank at the date of this Warrant, or (ii) any other class of stock resulting from successive changes of reclassifications of such shares consisting solely of changes in par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to Paragraph (a) above, the Holder shall become entitled to purchase any shares of the Bank other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Warrant Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in Paragraphs (a) through (c), inclusive, above, and the provisions of Sections 1 and 2 and Subsections 9.2 through 9.4, inclusive, with respect to the Warrant Shares, shall apply on like terms to any such other shares.

9.2 VOLUNTARY ADJUSTMENT BY THE BANK. The Bank may, at its option, at any time during the term of the Warrants, reduce the then current Warrant Price to any amount deemed appropriate by the Board of Directors of the Bank; subject to the receipt of any required regulatory approvals.

9.3 NOTICE OF ADJUSTMENT. Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price of such Warrant Shares are adjusted, as herein provided, the Bank shall cause notice to be given to each Holder of such adjustment or adjustments setting forth the number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price of such Warrant Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Any failure by the Bank to give notice to any Holder or any defect therein shall not affect the validity of such adjustment or of the event resulting in the adjustment, nor of the Holder's rights to such adjustment.

9.4 NO ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTION. Except as provided in Subsections 9.1 and 9.6, no adjustment in respect of any dividends or distributions shall be made during the term of a Warrant or upon the exercise of a Warrant.

9.5 RIGHTS UPON CONSOLIDATION, MERGER, ETC.

(a) In case of any consolidation of the Bank with or merger of the Bank into another corporation or in case of any sale or conveyance to another corporation of the property of the Bank as an entirety or substantially as an entirety, such successor or purchasing corporation may assume the obligations hereunder, and may execute with the Bank an agreement that each Holder shall have the right thereafter upon payment of the Warrant Price in effect immediately prior to such transaction to purchase upon exercise of each Warrant the kind and amount of shares and other securities and property (including cash) which such Holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had such Warrant been exercised immediately prior to such action. The Bank shall mail by first class mail, postage prepaid, to each Holder, notice of the execution of any such agreement. Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustment provided for in this Section 9. The provisions of this Subsection 9.5 shall similarly apply to successive consolidations, mergers, sales or conveyances.

(b) In the event that such successor corporation does not execute such an agreement with the Bank as provided in Subparagraph (a), then each Holder shall be entitled to continue to exercise outstanding Warrants until not more than 5 days prior to consummation of the consolidation, merger, sale or conveyance, and thereby receive consideration in the consolidation, merger, sale or reconveyance on the same basis as other previously outstanding shares of the same class as the Warrant Shares acquired upon exercise. Warrants not exercised in accordance with this Subsection 9.5(b) before consummation of the transaction will be canceled and become null and void. The Bank shall give notice to each Holder, at least 30 days prior to the last date on which the Warrants shall remain exercisable, of the proposed transaction setting forth the last date on which the Holder may exercise outstanding Warrants and a description of the terms of this Warrant providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date.

(c) The Bank's failure to give any notice required by this Section 9.5 or any defect therein shall not affect the validity of any such agreement, consolidation, merger, sale or conveyance of property.

9.6 RIGHTS UPON LIQUIDATION. In case (i) the Bank shall make any distribution of its assets to holders of its shares of Common Stock as a liquidation or partial liquidation dividend or by way of return of capital, or other than as a dividend payable out of capital and unimpaired surplus legally available for dividends under the National Bank Act, or (ii) the Bank shall liquidate, dissolve or wind up its affairs (other than in connection with a consolidation, merger or sale of all or substantially all of its property, assets, and business as an entirety), then the Bank shall cause to be mailed to each Holder, by first class mail, postage prepaid, at least 30 days prior to the applicable record date, a notice stating the date on which such distribution, liquidation, dissolution or winding up is expected to become effective, and the date on which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property or assets (including cash) deliverable upon such distribution, liquidation, dissolution or winding up, and that each Holder may exercise outstanding Warrants during the 30 day period and, thereby, receive consideration in the liquidation on the same basis as other previously outstanding shares of the same class as the Warrant Shares acquired upon exercise. The Bank's failure to give the notice required by this Section 9.6 or any defect therein shall not affect the validity of such distribution, liquidation, dissolution or winding up.

9.7 STATEMENT ON WARRANT CERTIFICATES. Irrespective of any adjustments in the Warrant Price or the number or kind of shares purchasable upon the exercise of the Warrants. Warrant certificates theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the Warrant certificates initially issued.

10. NO RIGHTS AS SHAREHOLDERS. Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof or the Holder's transferees the right to vote or to receive dividends or to consent to or to receive notice as shareholders in respect of any meeting of shareholders for the election of directors of the Bank or any other matter, or any rights whatsoever as shareholders of the Bank.

11. NOTICES. Any notice pursuant to this Warrant by any Holder to the Bank or by the Bank to the Holder, shall be in writing and shall be mailed first class, postage prepaid, or delivered: (a) to the Bank, at its main office at 5827 Hollister Avenue, Goleta, California 93117; or (b) to the Holder, at the Holder's respective address on the books of the Bank.

12. APPLICABLE LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of California, to the extent not superseded by the laws of the United States of America.

13. CAPTIONS. The captions of the Sections and Subsections of this Warrant have been inserted for convenience only and shall have no substantive effect.

To:   Goleta National Bank         To: U.S. Stock Transfer Corporation
      5827 Hollister Avenue            1745 Gardena Avenue
      Goleta, California 93117         Glendale, California 91204

NOTE: The above signature(s) must correspond with the name(s) as written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatsoever.

Signature(s) Guaranteed By:

WARRANT PURCHASE FORM

To: Goleta National Bank
5827 Hollister Avenue
Goleta, California 93117

Please print name and address

Please provide Social Security or Federal Tax Identification Number:

NOTE: The above signature(s) must correspond with the name(s) as written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatsoever, unless this Warrant has been assigned.