EXHIBIT 10.3


                                Sanwa Bank Plaza
                            601 South Figueroa Street
                          Los Angeles, California 90017


To:        Truckee River Bank
           P.O. Box 61000
           Truckee, Ca  96160
           Attn:  Mr. Bill McGaughey

Re:        INTEREST RATE SWAP AGREEMENT

Date:      March 1, 1996



Dear Sir,

         The  purpose  of this  letter  agreement  is to  confirm  the terms and
conditions of the  Derivative  Transaction  entered into between us on the Trade
Date  specified  below (the  "Specified  Transaction").  This  letter  agreement
constitutes a "Confirmation" as referred to in the agreement specified below.

         The definitions and provisions  contained in the 1991 ISDA  Definitions
(as published by the International Swap and Derivatives  Association,  Inc.) are
incorporated into this Confirmation.  In the event of any inconsistency  between
those definitions and provisions and this  Confirmation,  this Confirmation will
govern.

1.       This  Confirmation  supplements,  forms part of, and is subject to, the
         ISDA Master Agreement and Schedule dated as of March 1, 1996 as amended
         and supplemented from time to time (the  "Agreement"),  between you and
         us. All  provisions  contained  in the  Master  Agreement  govern  this
         Confirmation except as expressly modified below.

2.       The terms of the particular Swap Transaction to which this
         Confirmation relates are as follows:

         TYPE OF TRANSACTION:                Interest Rate Swap

         NOTIONAL AMOUNT:                    US $20,000,000.00

         TRADE DATE:                         March 1, 1996

         EFFECTIVE DATE:                     March 5, 1996

         TERMINATION DATE:                   March 5, 1999 subject to
                                             adjustment in accordance with
                                             the Modified Following Business
                                             Day Convention.


<PAGE>



Truckee River Bank
March 1, 1996
page 2

     FIXED AMOUNTS:

             FIXED RATE PAYER:               Sanwa Bank California

             FIXED RATE:                     8.17%

             FIXED RATE PAYER PAYMENT DATES: The 5th day of June,
                                             September, December &
                                             March commencing March 5,
                                             1996 up to and including
                                             the Termination Date,
                                             subject to adjustment in
                                             accordance with the
                                             Modified Following
                                             Business Day convention.

             FIXED RATE DAY COUNT:        Actual/360

     FLOATING AMOUNTS:

             FLOATING RATE PAYER:         Truckee River Bank

             FLOATING RATE PAYMENT DATES: The 5th day of June,
                                          September, December &
                                          March commencing March 5,
                                          1996 up to and including
                                          the Termination Date,
                                          subject to adjustment in
                                          accordance with the
                                          Modified Following
                                          Business Day convention.

             FLOATING RATE OPTION:       USD - Prime-H.15

             FLOATING RATE DAY
             COUNT FRACTION:             Actual/360

             RESET DATES:                Daily

             COMPOUNDING:                Not Applicable

             METHOD OF AVERAGING:        Weighted Average Method

             CALCULATION AGENT:          Sanwa Bank California

             BUSINESS DAY CENTERS:       New York

             ROUNDING CONVENTION:        The simple arithmetic
                                         mean of rates expressed
                                         as a percentage rounded
                                         to five decimal places.


<PAGE>



Truckee River Bank
March 1, 1996
page 3

3.       ACCOUNT DETAILS:

         PAYMENTS TO TRUCKEE:             Federal Reserve Bank
                                          ABA 1211-3818-1
                                          Truckee River Bank

         PAYMENTS TO SANWA:               Federal Reserve Bank
                                          ABA 1220-0351-6
                                          Attn:  Treasury Dept.

4.       Modifications to Agreement:

         Each  party  represents  to the  other  party on the date  hereof  that
         (absent a written  agreement between the parties that expressly imposes
         affirmative obligations to the contrary for this transaction):

         (A)  Non-Reliance.  It has made its own  independent  decision to enter
         into this  transaction,  is acting at arm's length for its own account,
         and is not relying on any communication  (written or oral) of the other
         party  as  a  recommendation   or  investment   advice  regarding  this
         transaction.

         (B) Evaluation and understanding. It has the capability to evaluate and
         understand  (on its own  behalf  or  through  independent  professional
         advice), and does understand,  the terms,  conditions and risks of this
         transaction  and is willing to accept those terms and conditions and to
         assume (financially and otherwise) those risks.

         Please confirm that the foregoing correctly sets forth the terms of our
agreement  by signing and  returning a copy of this  facsimile  transmission  or
sending a return telex or  facsimile  transmission  to the  attention of Mitchie
Villegas, fax number 213-896-7060.

         We  are  very  pleased  to  have   executed  this  Interest  Rate  Swap
Transaction with you.


                                                   Confirmed as of the date
For and on behalf of:                              first above written:

SANWA BANK CALIFORNIA                              TRUCKEE RIVER BANK


By:      /s/ Hideo Koshibe                         /s/ William H. McGaughey

Name:  Hideo Koshibe                               Name:  William H. McGaughey
Title: Senior Vice President/                      Title: Senior Vice President/
           Treasurer                                        Treasurer

<PAGE>