BASIC LEASE INFORMATION
                                  OFFICE GROSS

LEASE DATE:                          March 22, 2000
TENANT:                              American River Bank
TENANT'S NOTICE ADDRESS:             1545 River Park Drive, Suite 107
                                     Sacramento, CA 95815

TENANT'S BILLING ADDRESS:            1545 River Park Drive, Suite 107
                                     Sacramento, CA 95815

TENANT CONTACT:    Richard Borst     PHONE NUMBER:          (916) 565-6100
                                     FAX NUMBER:            (916) 641-1262

LANDLORD:                            Spieker Properties, L.P., a California
                                     limited partnership
LANDLORD'S NOTICE ADDRESS:           1610 Arden Way, Suite 298
                                     Sacramento, CA 95815

LANDLORD'S REMITTANCE ADDRESS:       P.O. BOX 45587- DEPARTMENT 10751
                                     SAN FRANCISCO, CA 94145

PROJECT DESCRIPTION:                 1545 River Park Drive, commonly known as
                                     Point West Commercentre

BUILDING DESCRIPTION:                A five story office building commonly known
                                     as the Point West Commercentre.

PREMISES:                            Approximately 9,241
                                     rentable square feet;
                                     consisting of 8,735
                                     rentable square feet of
                                     suite 107, and a portion
                                     of suite 200, consisting
                                     of approximately 506
                                     rentable square feet.

PERMITTED USE:                       General office, retail bank branch,
                                     financial services and related services
                                     thereto.

OCCUPANCY DENSITY:                   At levels that are customary and usual for
                                     office space in the Sacramento Area.

PARKING DENSITY:                     Four-(4) spaces per 1,000 rentable square
                                     feet of the Project.
PARKING AND PARKING CHARGE:          N/A

SCHEDULED TERM COMMENCEMENT DATE:    April 1, 2000

SCHEDULED LENGTH OF TERM:            One hundred and twenty-(120) months

SCHEDULED TERM EXPIRATION DATE:      March 31, 2010

RENT:

   BASE RENT:                        04/01/00 - 03/31/01    $16,634.00 per month
                                     04/01/01 - 03/31/02    $17,003.00 per month
                                     04/01/02 - 03/31/03    $17,373.00 per month
                                     04/01/03 - 03/31/04    $17,743.00 per month
                                     04/01/04 - 03/31/05    $18,112.00 per month
                                     04/01/05 - 03/31/06    $18,482.00 per month
                                     04/01/06 - 03/31/07    $18,852.00 per month
                                     04/01/07 - 03/31/08    $19,221.00 per month
                                     04/01/08 - 03/31/09    $19,591.00 per month
                                     04/01/09 - 03/31/10    $19,961.00 per month
                                     (subject to adjustment as provided in
                                     Paragraph 39 hereof)
   BASE YEAR FOR OPERATING EXPENSES: 2000

SECURITY DEPOSIT:                    None

TENANT'S NAICS CODE:                 52212

TENANT'S PROPORTIONATE SHARE:

     OF BUILDING:                    8.00%
     OF PROJECT:                     8.00%

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The foregoing Basic Lease Information is incorporated into and made a part of
this Lease. Each reference in this Lease to any of the Basic Lease Information
shall mean the respective information above and shall be construed to
incorporate all of the terms provided under the particular Lease paragraph
pertaining to such information. In the event of any conflict between the Basic
Lease Information and the Lease, the latter shall control.

LANDLORD                                    TENANT

Spieker Properties, L.P.,                   American River Bank,
a California limited partnership            a commercial bank organized under
                                            the laws of the State of California

By:   Spieker Properties, Inc.,
      a Maryland corporation,
      its general partner


      By: /s/ PETER C. THOMPSON             By: /s/ WILLIAM L. YOUNG
          ---------------------------           --------------------------------
          Peter C. Thompson                      William L. Young
          Its:  Senior Vice President            Its:  Chief Executive Officer


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                                TABLE OF CONTENTS

                                                                          PAGE

     Basic Lease Information.................................................1
     Table of Contents.......................................................3
1.   Premises................................................................4
2.   Possession and Lease Commencement.......................................4
3.   Term....................................................................4
4.   Use.....................................................................4
5.   Rules and Regulations...................................................5
6.   Rent....................................................................5
7.   Operating Expenses......................................................5
8.   Insurance and Indemnification...........................................8
9.   Waiver of Subrogation...................................................8
10.  Landlord's Repairs and Maintenance......................................8
11.  Tenant's Repairs and Maintenance........................................8
12.  Alterations.............................................................8
13.  Signs..................................................................10
14.  Inspection/Posting Notices.............................................10
15.  Services and Utilities.................................................10
16.  Subordination..........................................................11
17.  Financial Statements...................................................11
18.  Estoppel Certificate...................................................12
19.  .......................................................................12
19.  Limitation of Tenant's Remedies........................................12
20.  Assignment and Subletting..............................................12
21.  Authority of Tenant....................................................13
22.  Condemnation...........................................................13
23.  Casualty Damage........................................................13
24.  Holding Over...........................................................14
25.  Default................................................................14
26.  Liens..................................................................15
27.  Substitution...........................................................16
28.  Transfers by Landlord..................................................16
29.  Right of Landlord to Perform Tenant's Covenants........................16
30.  Waiver.................................................................16
31.  Notices................................................................16
32.  Attorney's Fees........................................................16
33.  Successors and Assigns.................................................17
34.  Force Majeure..........................................................17
35.  Surrender of Premises..................................................17
36.  Parking................................................................17
37.  Miscellaneous..........................................................17
38.  Flood Zone.............................................................18
39.  After Hours Heating and Air Conditioning...............................18
40.  Temporary Space........................................................19
41.  Satellite Dish.........................................................19
42.  Option to Renew........................................................19
43.  Expansion Option.......................................................20
44.  Jury Trial Waiver......................................................21
     Signatures.............................................................21


Exhibits:
     Exhibit A.............................................Rules and Regulations
     Exhibit B...................................Site Plan, Property Description
     Exhibit C.......................................Lease Improvement Agreement
     Additional Exhibits as Required


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<PAGE>

                                      LEASE

THIS LEASE is made as of the twenty second day of March, 2000, by and between
Spieker Properties, L.P., a California limited partnership (hereinafter called
"LANDLORD"), and American River Bank, a commercial bank organized under the laws
of the State of California (hereinafter called "TENANT").

                                   1. PREMISES

     Landlord leases to Tenant and Tenant leases from Landlord, upon the terms
and conditions hereinafter set forth, those premises (the "PREMISES") outlined
in red on EXHIBIT B and described in the Basic Lease Information. The Premises
shall be all or part of a building (the "BUILDING") and of a project (the
"PROJECT"), which may consist of more than one building and additional
facilities, as described in the Basic Lease Information. The Building is
outlined in blue on EXHIBIT B.

                      2. POSSESSION AND LEASE COMMENCEMENT

A.       CONSTRUCTION OF IMPROVEMENTS. If this Lease pertains to a Building to
be constructed or improvements to be constructed within a Building, the
provisions of this Paragraph 2. A shall apply in lieu of the provisions of
Paragraph 2.A above and the term commencement date ("TERM COMMENCEMENT DATE")
shall be the earlier of the date on which: (1) Tenant takes possession of some
or all of the Premises; or (2) the improvements to be constructed or performed
in the Premises by Landlord (if any) shall have been substantially completed in
accordance with the plans and specifications, if any, described on EXHIBIT C.
Tenant's taking of possession of the Premises or any part thereof shall
constitute Tenant's confirmation of substantial completion for all purposes
hereof, whether or not substantial completion of the Building or Project shall
have occurred. If for any reason Landlord cannot deliver possession of the
Premises to Tenant on the scheduled Term Commencement Date, Landlord shall not
be subject to any liability therefor, nor shall Landlord be in default hereunder
nor shall such failure affect the validity of this Lease, and Tenant agrees to
accept possession of the Premises at such time as such improvements have been
substantially completed, which date shall then be deemed the Term Commencement
Date. Tenant shall not be liable for any Rent for any period prior to the Term
Commencement Date (but without affecting any obligations of Tenant under any
improvement agreement appended to this Lease). In the event of any dispute as to
substantial completion of work performed or required to be performed by
Landlord, the certificate of Landlord's architect or general contractor shall be
conclusive. Substantial completion shall have occurred notwithstanding Tenant's
submission of a punchlist to Landlord, which Tenant shall submit, if at all,
within three (3) business days after the Term Commencement Date or otherwise in
accordance with any improvement agreement appended to this Lease. Upon
Landlord's request, Tenant shall promptly execute and return to Landlord a
"Start-Up Letter" in which Tenant shall agree, among other things, to acceptance
of the Premises and to the determination of the Term Commencement Date, in
accordance with the terms of this Lease, but Tenant's failure or refusal to do
so shall not negate Tenant's acceptance of the Premises or affect determination
of the Term Commencement Date.

                                     3. TERM

     The term of this Lease (the "TERM") shall commence on the Term Commencement
Date and continue in full force and effect for the number of months specified as
the Length of Term in the Basic Lease Information or until this Lease is
terminated as otherwise provided herein. If the Term Commencement Date is a date
other than the first day of the calendar month, the Term shall be the number of
months of the Length of Term in addition to the remainder of the calendar month
in which the Term Commencement Date occurs.

                                     4. USE

A.       GENERAL. Tenant shall use the Premises for the permitted use specified
in the Basic Lease Information ("PERMITTED USE") and for no other use or
purpose. Tenant shall control Tenant's employees, agents, customers, visitors,
invitees, licensees, contractors, assignees and subtenants (collectively,
"TENANT'S PARTIES") in such a manner that Tenant and Tenant's Parties
cumulatively do not exceed the occupant density (the "OCCUPANCY DENSITY") or the
parking density (the "PARKING DENSITY") specified in the Basic Lease Information
at any time. So long as Tenant is occupying the Premises, Tenant and Tenant's
Parties shall have the nonexclusive right to use, in common with other parties
occupying the Building or Project, the parking areas, driveways and other common
areas of the Building and Project, subject to the terms of this Lease and such
rules and regulations as Landlord may from time to time prescribe. Landlord
reserves the right, without notice or liability to Tenant, and without the same
constituting an actual or constructive eviction, to alter or modify the common
areas from time to time, including the location and configuration thereof, and
the amenities and facilities which Landlord may determine to provide from time
to time.

B.       LIMITATIONS. Tenant shall not permit any odors, smoke, dust, gas,
substances, noise or vibrations to emanate from the Premises or from any portion
of the common areas as a result of Tenant's or any Tenant's Party's use thereof,
nor take any action which would constitute a nuisance or would disturb, obstruct
or endanger any other tenants or occupants of the Building or Project or
elsewhere, or interfere with their use of their respective premises or common
areas. Storage outside the Premises of materials, vehicles or any other items is
prohibited. Tenant shall not use or allow the Premises to be used for any
immoral, improper or unlawful purpose, nor shall Tenant cause or maintain or
permit any nuisance in, on or about the Premises. Tenant shall not commit or
suffer the commission of any waste in, on or about the Premises. Tenant shall
not allow any sale by auction upon the Premises, or place any loads upon the
floors, walls or ceilings which could endanger the structure, or place any
harmful substances in the drainage system of the Building or Project. No waste,
materials or refuse shall be dumped upon or permitted to remain outside the
Premises. Landlord shall not be responsible to Tenant for the non-compliance by
any other tenant or occupant of the Building or Project with any of the
above-referenced rules or any other terms or provisions of such tenant's or
occupant's lease or other contract. Landlord shall, however, use commercially
reasonable efforts to require Tenants and occupants of the Building or Project
to comply with the above-referenced rules and regulations of such Tenant's
Lease.

C.       COMPLIANCE WITH REGULATIONS. By entering the Premises, Tenant accepts
the Premises in the condition existing as of the date of such entry. Tenant
shall at its sole cost and expense strictly comply with all existing or future
applicable municipal, state and federal and other governmental statutes, rules,
requirements, regulations, laws and ordinances, including zoning ordinances and
regulations, and covenants, easements and restrictions of record governing and
relating to the use, occupancy or possession of the Premises, to Tenant's use of
the common areas, or to the use, storage, generation or disposal of Hazardous
Materials (hereinafter defined) (collectively "REGULATIONS"). Tenant shall at
its sole cost and expense obtain any and all licenses or permits necessary for
Tenant's use of the Premises. Tenant shall at its sole cost and expense promptly
comply with the requirements of any board of fire underwriters or other similar
body now or hereafter constituted. Tenant shall not do or permit anything to be
done in, on, under or about the Project or bring or keep anything which will in
any way increase the rate of any insurance upon the Premises, Building or
Project or upon any contents therein or cause a cancellation of said insurance
or otherwise affect said insurance in any manner. Tenant shall indemnify, defend
(by counsel reasonably acceptable to Landlord), protect and hold Landlord
harmless from and against any loss, cost, expense, damage, attorneys' fees

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or liability arising out of the failure of Tenant to comply with any Regulation.
Tenant's obligations pursuant to the foregoing indemnity shall survive the
expiration or earlier termination of this Lease.

D.       HAZARDOUS MATERIALS. As used in this Lease, "HAZARDOUS MATERIALS" shall
include, but not be limited to, hazardous, toxic and radioactive materials and
those substances defined as "hazardous substances," "hazardous materials,"
"hazardous wastes," "toxic substances," or other similar designations in any
Regulation. Tenant shall not cause, or allow any of Tenant's Parties to cause,
any Hazardous Materials to be handled, used, generated, stored, released or
disposed of in, on, under or about the Premises, the Building or the Project or
surrounding land or environment in violation of any Regulations. Tenant must
obtain Landlord's written consent prior to the introduction of any Hazardous
Materials onto the Project. Notwithstanding the foregoing, Tenant may handle,
store, use and dispose of products containing small quantities of Hazardous
Materials for "general office purposes" (such as toner for copiers) to the
extent customary and necessary for the Permitted Use of the Premises; provided
that Tenant shall always handle, store, use, and dispose of any such Hazardous
Materials in a safe and lawful manner and never allow such Hazardous Materials
to contaminate the Premises, Building, or Project or surrounding land or
environment. Tenant shall immediately notify Landlord in writing of any
Hazardous Materials' contamination of any portion of the Project of which Tenant
becomes aware, whether or not caused by Tenant. Landlord shall have the right at
all reasonable times and if Landlord determines in good faith that Tenant may
not be in compliance with this Paragraph 4.D to inspect the Premises and to
conduct tests and investigations to determine whether Tenant is in compliance
with the foregoing provisions, the costs of all such inspections, tests and
investigations to be borne by Tenant. Tenant shall indemnify, defend), protect
and hold Landlord harmless from and against any and all claims, liabilities,
losses, costs, loss of rents, liens, damages, injuries or expenses (including
attorneys' and consultants' fees and court costs), demands, causes of action, or
judgments directly or indirectly arising out of or related to the use,
generation, storage, release, or disposal of Hazardous Materials by Tenant or
any of Tenant's Parties in, on, under or about the Premises, the Building or the
Project or surrounding land or environment, which indemnity shall include,
without limitation, damages for personal or bodily injury, property damage,
damage to the environment or natural resources occurring on or off the Premises,
losses attributable to diminution in value or adverse effects on marketability,
the cost of any investigation, monitoring, government oversight, repair,
removal, remediation, restoration, abatement, and disposal, and the preparation
of any closure or other required plans, whether such action is required or
necessary prior to or following the expiration or earlier termination of this
Lease. Neither the consent by Landlord to the use, generation, storage, release
or disposal of Hazardous Materials nor the strict compliance by Tenant with all
laws pertaining to Hazardous Materials shall excuse Tenant from Tenant's
obligation of indemnification pursuant to this Paragraph 4.D. Tenant's
obligations pursuant to the foregoing indemnity shall survive the expiration or
earlier termination of this Lease.

                            5. RULES AND REGULATIONS

     Tenant shall faithfully observe and comply with the building rules and
regulations attached hereto as EXHIBIT A and any other rules and regulations and
any modifications or additions thereto which Landlord may from time to time
prescribe in writing for the purpose of maintaining the proper care,
cleanliness, safety, traffic flow and general order of the Premises or the
Building or Project. Tenant shall cause Tenant's Parties to comply with such
rules and regulations. Landlord shall not be responsible to Tenant for the
non-compliance by any other tenant or occupant of the Building or Project with
any of such rules and regulations, any other tenant's or occupant's lease or any
Regulations. Landlord shall, however, use commercially reasonable efforts to
require Tenants and occupants of the Building or Project to comply with the
rules and regulations of such Tenant's Lease.

                                     6. RENT

A.       BASE RENT. Tenant shall pay to Landlord and Landlord shall receive,
without notice or demand throughout the Term, Base Rent as specified in the
Basic Lease Information, payable in monthly installments in advance on or before
the first day of each calendar month, in lawful money of the United States,
without deduction or offset whatsoever, at the Remittance Address specified in
the Basic Lease Information or to such other place as Landlord may from time to
time designate in writing. Base Rent for the first full month of the Term shall
be paid by Tenant upon Tenant's execution of this Lease. Nothwithstanding the
foregoing, Landlord shall apply Tenant's Security Deposit in the amount of
$14,210.00 to the first month's rent and Landlord shall be paid $2,433.00 for
the remaining balance of the first month's rent upon Tenant's execution of this
Lease. If the obligation for payment of Base Rent commences on a day other than
the first day of a month, then Base Rent shall be prorated and the prorated
installment shall be paid on the first day of the calendar month next succeeding
the Term Commencement Date. The Base Rent payable by Tenant hereunder is subject
to adjustment as provided elsewhere in this Lease, as applicable. As used
herein, the term "Base Rent" shall mean the Base Rent specified in the Basic
Lease Information as it may be so adjusted from time to time.

B.       ADDITIONAL RENT. All monies other than Base Rent required to be paid by
Tenant hereunder, including, but not limited to, Tenant's Proportionate Share of
Operating Expenses, as specified in Paragraph 7 of this Lease, charges to be
paid by Tenant under Paragraph 15, the interest and late charge described in
Paragraphs 26.D and E, and any monies spent by Landlord pursuant to Paragraph
30, shall be considered additional rent ("ADDITIONAL RENT"). "RENT" shall mean
Base Rent and Additional Rent.

                              7. OPERATING EXPENSES

A.       OPERATING EXPENSES. In addition to the Base Rent required to be paid
hereunder, beginning with the expiration of the Base Year specified in the Basic
Lease Information (the "BASE YEAR"), Tenant shall pay as Additional Rent,
Tenant's Proportionate Share of the Building and/or Project (as applicable), as
defined in the Basic Lease Information, of increases in Operating Expenses
(defined below) over the Operating Expenses incurred by Landlord during the Base
Year (the "BASE YEAR OPERATING EXPENSES"), in the manner set forth below. Tenant
shall pay the applicable Tenant's Proportionate Share of each such Operating
Expenses. Landlord and Tenant acknowledge that if the number of buildings which
constitute the Project increases or decreases, or if physical changes are made
to the Premises, Building or Project or the configuration of any thereof,
Landlord may at its reasonable discretion adjust Tenant's Proportionate Share of
the Building or Project to reflect the change. Landlord's determination of
Tenant's Proportionate Share of the Building shall be conclusive so long as it
is reasonably and consistently applied. "OPERATING EXPENSES" shall mean all
expenses and costs of every kind and nature which Landlord shall pay or become
obligated to pay, because of or in connection with the ownership, management,
maintenance, repair, preservation, replacement and operation of the Building and
its supporting facilities and such additional facilities now and in subsequent
years as may be determined by Landlord to be necessary or desirable to the
Building (as determined in a reasonable manner) other than those expenses and
costs which are specifically attributable to Tenant or which are expressly made
the financial responsibility of Landlord or specific tenants of the Building
pursuant to this Lease. Operating Expenses shall include, but are not limited
to, the following:

         (1) TAXES. All real property taxes and assessments, possessory interest
         taxes, sales taxes, personal property taxes, business or license taxes
         or fees, gross receipts taxes, service payments in lieu of such taxes
         or fees, annual or periodic license or use fees, excises, transit
         charges, and other impositions, general and special, ordinary and
         extraordinary, unforeseen as well as foreseen, of any kind (including
         fees "in-lieu" of any such tax or assessment) which are now or
         hereafter assessed, levied, charged, confirmed, or imposed by any
         public authority upon the Building or Project, its operations or the
         Rent (or any portion or component thereof), or any tax, assessment or
         fee imposed in substitution, partially or totally, of any of the above.
         Operating Expenses shall also include any taxes, assessments,
         reassessments, or other fees or impositions with respect to the
         development, leasing, management, maintenance, alteration, repair, use
         or occupancy of the Premises, Building or Project or any portion

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         thereof, including, without limitation, by or for Tenant, and all
         increases therein or reassessments thereof whether the increases or
         reassessments result from increased rate and/or valuation (whether upon
         a transfer of the Building or Project or any portion thereof or any
         interest therein or for any other reason). Operating Expenses shall not
         include inheritance or estate taxes imposed upon or assessed against
         the interest of any person in the Project, or taxes computed upon the
         basis of the net income of any owners of any interest in the Project.
         If it shall not be lawful for Tenant to reimburse Landlord for all or
         any part of such taxes, the monthly rental payable to Landlord under
         this Lease shall be revised to net Landlord the same net rental after
         imposition of any such taxes by Landlord as would have been payable to
         Landlord prior to the payment of any such taxes.

         (2) INSURANCE. All insurance premiums and costs, including, but not
         limited to, any deductible amounts, premiums and other costs of
         insurance incurred by Landlord, including for the insurance coverage
         set forth in Paragraph 8.A herein.

         (3) COMMON AREA MAINTENANCE.

             (A) Repairs, replacements, and general maintenance of and for the
             Building and Project and public and common areas and facilities of
             and comprising the Building and Project, including, but not limited
             to, the roof and roof membrane, windows, elevators, restrooms,
             conference rooms, health club facilities, lobbies, mezzanines,
             balconies, mechanical rooms, building exteriors, alarm systems,
             pest extermination, landscaped areas, parking and service areas,
             driveways, sidewalks, loading areas, fire sprinkler systems,
             sanitary and storm sewer lines, utility services,
             heating/ventilation/air conditioning systems, electrical,
             mechanical or other systems, telephone equipment and wiring
             servicing, plumbing, lighting, and any other items or areas which
             affect the operation or appearance of the Building or Project,
             which determination shall be at Landlord's discretion, except for:
             those items to the extent paid for by the proceeds of insurance;
             and those items attributable solely or jointly to specific tenants
             of the Building or Project.

             (B) Repairs, replacements, and general maintenance shall include
             the cost of any improvements made to or assets acquired for the
             Project or Building that in Landlord's discretion may reduce any
             other Operating Expenses, including present or future repair work,
             are reasonably necessary for the health and safety of the occupants
             of the Building or Project, or for the operation of the Building
             systems, services and equipment, or are required to comply with any
             Regulation, such costs or allocable portions thereof to be
             amortized over such reasonable period as determined by GAAP ,
             together with interest on the unamortized balance at the publicly
             announced "prime rate" charged by Wells Fargo Bank, N.A. (San
             Francisco) or its successor at the time such improvements or
             capital assets are constructed or acquired, plus two (2) percentage
             points, or in the absence of such prime rate, then at the U.S.
             Treasury six-month market note (or bond, if so designated) rate as
             published by any national financial publication selected by
             Landlord, plus four (4) percentage points, but in no event more
             than the maximum rate permitted by law, plus reasonable financing
             charges.

             (C) Payment under or for any easement, license, permit, operating
             agreement, declaration, restrictive covenant or instrument relating
             to the Building or Project.

             (D) All expenses and rental related to services and costs of
             supplies, materials and equipment used in operating, managing and
             maintaining the Premises, Building and Project, the equipment
             therein and the adjacent sidewalks, driveways, parking and service
             areas, including, without limitation, expenses related to service
             agreements regarding security, fire and other alarm systems,
             janitorial services, window cleaning, elevator maintenance,
             Building exterior maintenance, landscaping and expenses related to
             the administration, management and operation of the Project,
             including without limitation salaries, wages and benefits and
             management office rent.

             (E) The cost of supplying any services and utilities which benefit
             all or a portion of the Premises, Building or Project, including
             without limitation services and utilities provided pursuant to
             Paragraph 15 hereof.

                  .

             (G) A management and accounting cost recovery fee equal to five
             percent (5%) of the sum of the Project's revenues.

If the occupied rentable area of the Building falls below ninety-five percent
(95%) during the Base Year, an adjustment shall be made in computing the
Operating Expenses for such year so that Tenant pays its prorata share of all
variable items (e.g., utilities, janitorial services and other component
expenses that are affected by variations in occupancy levels) of Operating
Expenses, as reasonably determined by Landlord; provided, however, that in no
event shall Landlord be entitled to collect in excess of one hundred percent
(100%) of the total Operating Expenses from all of the tenants in the Building
or Project, as the case may be.

Operating Expenses shall not include the cost of providing tenant improvements
or other specific costs incurred for the account of, separately billed to and
paid by specific tenants of the Building or Project, the initial construction
cost of the Building, or debt service on any mortgage or deed of trust recorded
with respect to the Project other than pursuant to Paragraph 7.A(3)(b) above.
Notwithstanding anything herein to the contrary, in any instance wherein
Landlord, in Landlord's reasonable determination, deems Tenant to be responsible
for any amounts greater than Tenant's Proportionate Share, Landlord shall have
the right to allocate costs in any manner Landlord deems appropriate.

The above enumeration of services and facilities shall not be deemed to impose
an obligation on Landlord to make available or provide such services or
facilities except to the extent if any that Landlord has specifically agreed
elsewhere in this Lease to make the same available or provide the same. Without
limiting the generality of the foregoing, Tenant acknowledges and agrees that it
shall be responsible for providing adequate security for its use of the
Premises, the Building and the Project and that Landlord shall have no
obligation or liability with respect thereto, except to the extent if any that
Landlord has specifically agreed elsewhere in this Lease to provide the same.

B.       PAYMENT OF ESTIMATED OPERATING EXPENSES. "ESTIMATED OPERATING EXPENSES"
for any particular year shall mean Landlord's estimate of the Operating Expenses
for such fiscal year made with respect to such fiscal year as hereinafter
provided. Landlord shall have the right from time to time to revise its fiscal
year and interim accounting periods so long as the periods as so revised are
reconciled with prior periods in a reasonable manner. During the last month of
each fiscal year during the Term, or as soon thereafter as practicable, Landlord
shall give Tenant written notice of the Estimated Operating Expenses for the
ensuing fiscal year. Tenant shall pay Tenant's Proportionate Share of the
difference between Estimated Operating Expenses and Base Year Operating Expenses
with installments of Base Rent for the fiscal year to which the Estimated
Operating Expenses applies in monthly installments on the first day of each
calendar month during such year, in advance. Such payment shall be construed to
be Additional Rent for all purposes hereunder. If at any time during the course
of the fiscal year, Landlord determines that Operating Expenses are projected to
vary from the then Estimated Operating Expenses by more than five percent (5%),
Landlord may, by written notice to Tenant, revise the Estimated Operating
Expenses for the balance of such fiscal year, and Tenant's monthly installments
for the remainder of such year shall be adjusted so that by the end of such
fiscal year

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Tenant has paid to Landlord Tenant's Proportionate Share of the revised
difference between Estimated Operating Expenses and Base Year Operating Expenses
for such year, such revised installment amounts to be Additional Rent for all
purposes hereunder.

C.       COMPUTATION OF OPERATING EXPENSE ADJUSTMENT. "OPERATING EXPENSE
ADJUSTMENT" shall mean the difference between Estimated Operating Expenses and
actual Operating Expenses for any fiscal year, over Base Year Operating
Expenses, determined as hereinafter provided. Within one hundred twenty (120)
days after the end of each fiscal year, or as soon thereafter as practicable,
Landlord shall deliver to Tenant a statement of actual Operating Expenses for
the fiscal year just ended, accompanied by a computation of Operating Expense
Adjustment. If such statement shows that Tenant's payment based upon Estimated
Operating Expenses is less than Tenant's Proportionate Share of actual increases
in Operating Expenses over the Base Year Operating Expenses, then Tenant shall
pay to Landlord the difference within thirty (30) days after receipt of such
statement, such payment to constitute Additional Rent for all purposes
hereunder. If such statement shows that Tenant's payments of Estimated Operating
Expenses exceed Tenant's Proportionate Share of actual increases in Operating
Expenses over the Base Year Operating Expenses, then (provided that Tenant is
not in default under this Lease) Landlord shall pay to Tenant the difference
within thirty (30) days after delivery of such statement to Tenant. If this
Lease has been terminated or the Term hereof has expired prior to the date of
such statement, then the Operating Expense Adjustment shall be paid by the
appropriate party within thirty (30) days after the date of delivery of the
statement. Tenant's obligation to pay increases in Operating Expenses over the
Base Year Operating Expenses shall commence on January 1 of the year succeeding
the Base Year. Should this Lease terminate at any time other than the last day
of the fiscal year, Tenant's Proportionate Share of the Operating Expense
Adjustment shall be prorated based on a month of 30 days and the number of
calendar months during such fiscal year that this Lease is in effect. Tenant
shall in no event be entitled to any credit if Operating Expenses in any year
are less than Base Year Operating Expenses. Notwithstanding anything to the
contrary contained in Paragraph 7.A or 7.B, Landlord's failure to provide any
notices or statements within the time periods specified in those paragraphs
shall in no way excuse Tenant from its obligation to pay Tenant's Proportionate
Share of increases in Operating Expenses.

D.       GROSS LEASE. The provisions for payment of increases in Operating
Expenses and the Operating Expense Adjustment are intended to pass on to Tenant
and reimburse Landlord for all costs and expenses of the nature described in
Paragraph 7.A incurred in connection with the ownership, management,
maintenance, repair, preservation, replacement and operation of the Building
and/or Project and its supporting facilities and such additional facilities, in
excess of the Base Year Operating Expenses, now and in subsequent years as may
be determined by Landlord to be necessary or desirable to the Building and/or
Project.

E.       TENANT AUDIT. If Tenant shall dispute the amount set forth in any
statement provided by Landlord under Paragraph 7.B or 7.C above, Tenant shall
have the right, not later than ninety (90) days following receipt of such
statement and upon the condition that Tenant shall first deposit with Landlord
the full amount in dispute, to cause Landlord's books and records with respect
to Operating Expenses for such fiscal year to be audited by certified public
accountants selected by Tenant and subject to Landlord's reasonable right of
approval. The Operating Expense Adjustment shall be appropriately adjusted on
the basis of such audit. If such audit discloses a liability for a refund in
excess of ten percent (10%) of Tenant's Proportionate Share of the Operating
Expenses previously reported, the cost of such audit shall be borne by Landlord;
otherwise the cost of such audit shall be paid by Tenant. If Tenant shall not
request an audit in accordance with the provisions of this Paragraph 7.E within
ninety (90) days after receipt of Landlord's statement provided pursuant to
Paragraph 7.B or 7.C, such statement shall be final and binding for all purposes
hereof. Tenant shall not in any manner disclose, provide or make available any
information revealed by the audit to any person or entity without Landlord's
prior written consent, which consent may be withheld by Landlord in its sole and
absolute discretion. The information disclosed by the audit will be used by
Tenant solely for the purpose of evaluating Landlord's books and records in
connection with this Paragraph 7.E.

F.       OPERATING EXPENSE EXCLUSIONS. In addition, notwithstanding anything in
the definition of Operating Expenses in this Lease to the contrary, Operating
Expenses shall not include the following.

         (i)      Any ground lease rental;

         (ii)     Costs of capital improvements, replacements or equipment and
                  any depreciation or amortization expenses thereon, except to
                  the extent included in Operating Expenses in Paragraph 7A 3.b
                  of this Lease;

         (iii)    Rentals for items (except when needed in connection with
                  normal repairs and maintenance of permanent systems) which if
                  purchased, rather than rented, would constitute a capital
                  improvement which is specifically excluded in clause (ii)
                  above (excluding, however, equipment not affixed to the
                  Building or Project which is used in providing janitorial or
                  similar services);

         (iv)     Costs incurred by Landlord for the repair of damage to the
                  Building or Project, to the extent that Landlord is reimbursed
                  by insurance proceeds or from any other source;

         (v)      Costs, including permit, license and inspection costs,
                  incurred with respect to the installation of tenant or other
                  occupant improvements made for tenants or other occupants in
                  the Building or the Project or incurred in renovating or
                  otherwise improving, decorating, painting or redecorating
                  vacant space for or the premises of other tenants or other
                  occupants of the Building;

         (vi)     Marketing costs, including leasing commissions, attorneys'
                  fees in connection with the negotiation and preparation or
                  enforcement of letters, deal memos, letters of intent, leases,
                  subleases and/or assignments, space planning costs, and other
                  costs and expenses incurred in connection with lease, sublease
                  and/or assignment negotiations and transactions with present
                  or prospective tenants or other occupants of the Building or
                  the Project;

         (vii)    Costs incurred by Landlord due to the violation by Landlord of
                  the terms and conditions of any lease of space in the Building
                  or the Project;

         (viii)   Except to the extent included in Operating Expenses in
                  Paragraph 7.A(3) above, interest, principal, points and fees
                  on debt or amortization payments on any mortgage or deed of
                  trust or any other debt instrument encumbering the Building or
                  Project or the land on which the Building or Project is
                  situated;

         (ix)     Except for making repairs or keeping permanent systems in
                  operation while repairs are being made, rentals and other
                  related expenses incurred in leasing air conditioning systems,
                  elevators or other equipment ordinarily considered to be of a
                  capital nature, except equipment not affixed to the Building
                  or Project which is used in providing janitorial or similar
                  services;

         (x)      Advertising and promotional expenditures (except for retail
                  property promotions);

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         (xi)     Costs incurred in connection with upgrading the Building or
                  Project to comply with disability, life, fire and safety codes
                  in effect prior to the issuance of the temporary certificate
                  of occupancy for the Building;

         (xii)    Interest, fines or penalties incurred as a result of
                  Landlord's failure to make payments when due unless such
                  failure is commercially reasonable under the circumstances;

         (xiii)   Costs arising from Landlord's charitable or political
                  contributions;

         (xiv)    Costs for acquisition of sculpture, paintings or other objects
                  of art in common areas;

         (xv)     The depreciation of the Building and other real property
                  structures in the Project;

         (xvi)    Landlord's general corporate overhead and general
                  administrative expenses which are not related to the operation
                  of the Building or the Project, except as specifically set
                  forth in Paragraph 7.A of this Lease;

         (xvii)   Any bad debt loss, rent loss or reserves for bad debts or rent
                  loss, or reserves for equipment or capital replacement.

                        8. INSURANCE AND INDEMNIFICATION

A.       LANDLORD'S INSURANCE. All insurance maintained by Landlord shall be for
         the sole benefit of Landlord and under Landlord's sole control.

         (1) PROPERTY INSURANCE. Landlord agrees to maintain property insurance
         insuring the Building against damage or destruction due to risk
         including fire, vandalism, and malicious mischief in an amount not less
         than the replacement cost thereof, in the form and with deductibles and
         endorsements as selected by Landlord. At its election, Landlord may
         instead (but shall have no obligation to) obtain "All Risk" coverage,
         and may also obtain earthquake, pollution, and/or flood insurance in
         amounts selected by Landlord.

         (2) OPTIONAL INSURANCE. Landlord, at Landlord's option, may also (but
         shall have no obligation to) carry (i) insurance against loss of rent,
         in an amount equal to the amount of Base Rent and Additional Rent that
         Landlord could be required to abate to all Building tenants in the
         event of condemnation or casualty damage for a period of twelve (12)
         months; and (ii) liability insurance and such other insurance as
         Landlord may deem prudent or advisable, in such amounts and on such
         terms as Landlord shall determine. Landlord shall not be obligated to
         insure, and shall have no responsibility whatsoever for any damage to,
         any furniture, machinery, goods, inventory or supplies, or other
         personal property or fixtures which Tenant may keep or maintain in the
         Premises, or any leasehold improvements, additions or alterations
         within the Premises.

B.       TENANT'S INSURANCE. Tenant shall procure at Tenant's sole cost and
         expense and keep in effect from the date of this Lease and at all times
         until the end of the Term the following:

         (1) PROPERTY INSURANCE. Insurance on all personal property and fixtures
         of Tenant and all improvements, additions or alterations made by or for
         Tenant to the Premises on an "All Risk" basis, insuring such property
         for the full replacement value of such property.

         (2) LIABILITY INSURANCE. Commercial General Liability insurance
         covering bodily injury and property damage liability occurring in or
         about the Premises or arising out of the use and occupancy of the
         Premises and the Project, and any part of either, and any areas
         adjacent thereto, and the business operated by Tenant or by any other
         occupant of the Premises. Such insurance shall include contractual
         liability insurance coverage insuring all of Tenant's indemnity
         obligations under this Lease. Such coverage shall have a minimum
         combined single limit of liability of at least Two Million Dollars
         ($2,000,000.00), and a minimum general aggregate limit of Three Million
         Dollars ($3,000,000.00), with an "Additional Insured - Managers or
         Lessors of Premises Endorsement." All such policies shall be written to
         apply to all bodily injury (including death), property damage or loss,
         personal and advertising injury and other covered loss, however
         occasioned, occurring during the policy term, shall be endorsed to add
         Landlord and any party holding an interest to which this Lease may be
         subordinated as an additional insured, and shall provide that such
         coverage shall be "PRIMARY" and non-contributing with any insurance
         maintained by Landlord, which shall be excess insurance only. Such
         coverage shall also contain endorsements including employees as
         additional insureds if not covered by Tenant's Commercial General
         Liability Insurance. All such insurance shall provide for the
         severability of interests of insureds; and shall be written on an
         "OCCURRENCE" basis, which shall afford coverage for all claims based on
         acts, omissions, injury and damage, which occurred or arose (or the
         onset of which occurred or arose) in whole or in part during the policy
         period.

         (3) WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE. Workers'
         Compensation Insurance as required by any Regulation, and Employers'
         Liability Insurance in amounts not less than One Million Dollars
         ($1,000,000) each accident for bodily injury by accident; One Million
         Dollars ($1,000,000) policy limit for bodily injury by disease; and One
         Million Dollars ($1,000,000) each employee for bodily injury by
         disease.

         (4) COMMERCIAL AUTO LIABILITY INSURANCE. Commercial auto liability
         insurance with a combined limit of not less than One Million Dollars
         ($1,000,000) for bodily injury and property damage for each accident.
         Such insurance shall cover liability relating to any auto (including
         owned, hired and non-owned autos).

         (5) ALTERATIONS REQUIREMENTS. In the event Tenant shall desire to
         perform any Alterations, Tenant shall deliver to Landlord, prior to
         commencing such Alterations (i) evidence satisfactory to Landlord that
         Tenant carries "Builder's Risk" insurance covering construction of such
         Alterations in an amount and form approved by Landlord, (ii) such other
         insurance as Landlord shall nondiscriminatorily require, and (iii) a
         lien and completion bond or other security in form and amount
         satisfactory to Landlord.

         (6) GENERAL INSURANCE REQUIREMENTS. All coverages described in this
         Paragraph 8.B shall be endorsed to (i) provide Landlord with thirty
         (30) days' notice of cancellation or change in terms; and (ii) waive
         all rights of subrogation by the insurance carrier against Landlord. If
         at any time during the Term the amount or coverage of insurance which
         Tenant is required to carry under this Paragraph 8.B is, in Landlord's
         reasonable judgment, materially less than the amount or type of
         insurance coverage typically carried by owners or tenants of properties
         located in the general area in which the Premises are located which are
         similar to and operated for similar purposes as the Premises or if
         Tenant's use of the Premises should change with or without Landlord's
         consent, Landlord shall have the right to require Tenant to increase
         the amount or change the types of insurance

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<PAGE>

         coverage required under this Paragraph 8.B. All insurance policies
         required to be carried by Tenant under this Lease shall be written by
         companies rated A X or better in "Best's Insurance Guide" and
         authorized to do business in the State of California. In any event
         deductible amounts under all insurance policies required to be carried
         by Tenant under this Lease shall not exceed Five Thousand Dollars
         ($5,000.00) per occurrence. Tenant shall deliver to Landlord on or
         before the Term Commencement Date, and thereafter at least thirty (30)
         days before the expiration dates of the expired policies, certified
         copies of Tenant's insurance policies, or a certificate evidencing the
         same issued by the insurer thereunder; and, if Tenant shall fail to
         procure such insurance, or to deliver such policies or certificates,
         Landlord may, at Landlord's option and in addition to Landlord's other
         remedies in the event of a default by Tenant hereunder, procure the
         same for the account of Tenant, and the cost thereof shall be paid to
         Landlord as Additional Rent.

C.       INDEMNIFICATION. Tenant shall indemnify, defend by counsel reasonably
acceptable to Landlord, protect and hold Landlord, Spieker Properties, Inc., and
each of their respective directors, shareholders, partners, lenders, members,
managers, contractors, affiliates and employees (collectively, "LANDLORD
INDEMNITEES") harmless from and against any and all claims, liabilities, losses,
costs, loss of rents, liens, damages, injuries or expenses, including reasonable
attorneys' and consultants' fees and court costs, demands, causes of action, or
judgments, directly or indirectly arising out of or related to: (1) claims of
injury to or death of persons or damage to property or business loss occurring
or resulting directly or indirectly from the use or occupancy of the Premises,
Building or Project by Tenant or Tenant's Parties, or from activities or
failures to act of Tenant or Tenant's Parties; (2) claims arising from work or
labor performed, or for materials or supplies furnished to or at the request or
for the account of Tenant in connection with performance of any work done for
the account of Tenant within the Premises or Project; (3) claims arising from
any breach or default on the part of Tenant in the performance of any covenant
contained in this Lease; and (4) claims arising from the negligence or
intentional acts or omissions of Tenant or Tenant's Parties. The foregoing
indemnity by Tenant shall not be applicable to claims to the extent arising from
the gross negligence or willful misconduct of Landlord or from any other breach
or default on the part of Landlord of any covenant contained in this Lease.
Landlord shall not be liable to Tenant and Tenant hereby waives all claims
against Landlord for any injury to or death of, or damage to any person or
property or business loss in or about the Premises, Building or Project by or
from any cause whatsoever (other than Landlord's gross negligence or willful
misconduct) and, without limiting the generality of the foregoing, whether
caused by water leakage of any character from the roof, walls, basement or other
portion of the Premises, Building or Project, or caused by gas, fire, oil or
electricity in, on or about the Premises, Building or Project, acts of God or of
third parties, or any matter outside of the reasonable control of Landlord. The
provisions of this Paragraph shall survive the expiration or earlier termination
of this Lease.

                            9. WAIVER OF SUBROGATION

     Landlord and Tenant each waives any claim, loss or cost it might have
against the other for any injury to or death of any person or persons, or damage
to or theft, destruction, loss, or loss of use of any property (a "LOSS"), to
the extent the same is insured against (or is required to be insured against
under the terms hereof) under any property damage insurance policy covering the
Building, the Premises, Landlord's or Tenant's fixtures, personal property,
leasehold improvements, or business, regardless of whether the negligence of the
other party caused such Loss.

                     10. LANDLORD'S REPAIRS AND MAINTENANCE

     Landlord shall maintain in a first class, good, clean and secure condition,
reasonable wear and tear excepted, the structural soundness of the roof,
foundations, and exterior walls of the Building. The term "exterior walls" as
used herein shall not include windows, glass or plate glass, doors, special
store fronts or office entries. Any damage caused by or repairs necessitated by
any negligence or act of Tenant or Tenant's Parties may be repaired by Landlord
at Landlord's option and Tenant's expense. Tenant shall immediately give
Landlord written notice of any defect or need of repairs in such components of
the Building for which Landlord is responsible, after which Landlord shall have
a reasonable opportunity and the right to enter the Premises at all reasonable
times to repair same. Landlord's liability with respect to any defects, repairs,
or maintenance for which Landlord is responsible under any of the provisions of
this Lease shall be limited to the cost of such repairs or maintenance, and
there shall be no abatement of rent and no liability of Landlord by reason of
any injury to or interference with Tenant's business arising from the making of
repairs, alterations or improvements in or to any portion of the Premises, the
Building or the Project or to fixtures, appurtenances or equipment in the
Building, except as provided in Paragraph 23. By taking possession of the
Premises, Tenant accepts them "as is," as being in good order, condition and
repair and the condition in which Landlord is obligated to deliver them and
suitable for the Permitted Use and Tenant's intended operations in the Premises,
whether or not any notice of acceptance is given.

                      11. TENANT'S REPAIRS AND MAINTENANCE

     Tenant shall at all times during the Term at Tenant's expense maintain all
parts of the Premises and such portions of the Building as are within the
exclusive control of Tenant in a first-class, good, clean and secure condition
and promptly make all necessary repairs and replacements, as determined by
Landlord, with materials and workmanship of the same character, kind and quality
as the original. Notwithstanding anything to the contrary contained herein,
Tenant shall, at its expense, promptly repair any damage to the Premises or the
Building or Project resulting from or caused by any negligence or act of Tenant
or Tenant's Parties.

                                 12. ALTERATIONS

A.       Tenant shall not make, or allow to be made, any alterations, physical
additions, improvements or partitions, including without limitation the
attachment of any fixtures or equipment, in, about or to the Premises
("ALTERATIONS") without obtaining the prior written consent of Landlord, which
consent shall not be unreasonably withheld with respect to proposed Alterations
which: (a) comply with all applicable Regulations; (b) are, in Landlord's
opinion, compatible with the Building or the Project and its mechanical,
plumbing, electrical, heating/ventilation/air conditioning systems, and will not
cause the Building or Project or such systems to be required to be modified to
comply with any Regulations (including, without limitation, the Americans With
Disabilities Act); and (c) will not interfere with the use and occupancy of any
other portion of the Building or Project by any other tenant or its invitees.
Specifically, but without limiting the generality of the foregoing, Landlord
shall have the right of written consent for all plans and specifications for the
proposed Alterations, construction means and methods, all appropriate permits
and licenses, any contractor or subcontractor to be employed on the work of
Alterations, and the time for performance of such work, and may impose rules and
regulations for contractors and subcontractors performing such work. Tenant
shall also supply to Landlord any documents and information reasonably requested
by Landlord in connection with Landlord's consideration of a request for
approval hereunder. Tenant shall cause all Alterations to be accomplished in a
first-class, good and workmanlike manner, and to comply with all applicable
Regulations and Paragraph 26 hereof. Tenant shall at Tenant's sole expense,
perform any additional work required under applicable Regulations due to the
Alterations hereunder. No review or consent by Landlord of or to any proposed
Alteration or additional work shall constitute a waiver of Tenant's obligations
under this Paragraph 12, nor constitute any warranty or representation that the
same complies with all applicable Regulations, for which Tenant shall at all
times be solely responsible. Tenant shall reimburse Landlord for all costs which
Landlord may incur in connection with granting approval to Tenant for any such
Alterations, including any costs or expenses which Landlord may incur in
electing to have outside architects and engineers review said plans and
specifications, and shall pay Landlord an administration fee of fifteen percent
(15%) of the cost of the Alterations as Additional Rent hereunder. All such
Alterations shall remain the property of Tenant until the expiration or earlier
termination of this Lease, at which time they shall be and become the property
of Landlord. If Tenant fails to remove such

                                       9
<PAGE>

Alterations or Tenant's trade fixtures or furniture or other personal property,
Landlord may keep and use them or remove any of them and cause them to be stored
or sold in accordance with applicable law, at Tenant's sole expense. In addition
to and wholly apart from Tenant's obligation to pay Tenant's Proportionate Share
of Operating Expenses, Tenant shall be responsible for and shall pay prior to
delinquency any taxes or governmental service fees, possessory interest taxes,
fees or charges in lieu of any such taxes, capital levies, or other charges
imposed upon, levied with respect to or assessed against its fixtures or
personal property, on the value of Alterations within the Premises, and on
Tenant's interest pursuant to this Lease, or any increase in any of the
foregoing based on such Alterations. To the extent that any such taxes are not
separately assessed or billed to Tenant, Tenant shall pay the amount thereof as
invoiced to Tenant by Landlord.

Notwithstanding the foregoing, at Landlord's option (but without obligation),
all or any portion of the Alterations shall be performed by Landlord for
Tenant's account and Tenant shall pay Landlord's estimate of the cost thereof
(including a reasonable charge for Landlord's overhead and profit) prior to
commencement of the work. In addition, at Landlord's election and
notwithstanding the foregoing, however, Tenant shall pay to Landlord the cost of
removing any such Alterations and restoring the Premises to their original
condition such cost to include a reasonable charge for Landlord's overhead and
profit as provided above, and such amount may be deducted from the Security
Deposit or any other sums or amounts held by Landlord under this Lease.

B.       In compliance with Paragraph 26hereof, at least ten (10) business days
before beginning construction of any Alteration, Tenant shall give Landlord
written notice of the expected commencement date of that construction to permit
Landlord to post and record a notice of non-responsibility. Upon substantial
completion of construction, if the law so provides, Tenant shall cause a timely
notice of completion to be recorded in the office of the recorder of the county
in which the Building is located. Within thirty (30) days following substantial
completion of any Alteration, Tenant shall deliver two (2) complete sets of
as-built drawings certified by Tenant and Tenant's contractor as being true and
correct, which certification shall survive the expiration or termination of this
Lease.

                                    13. SIGNS

Tenant shall not place, install, affix, paint or maintain any signs, notices,
graphics or banners whatsoever or any window decor which is visible in or from
public view or corridors, the common areas or the exterior of the Premises or
the Building, in or on any exterior window or window fronting upon any common
areas or service area without Landlord's prior written approval which Landlord
shall have the right to withhold in its absolute and sole discretion; provided
that Tenant's name shall be included in any Building-standard door and directory
signage, if any, in accordance with Landlord's Building signage program,
including without limitation, , which fee shall constitute Additional Rent
hereunder. Any installation of signs, notices, graphics or banners on or about
the Premises or Project approved by Landlord shall be subject to any Regulations
and to any other requirements imposed by Landlord. Tenant shall remove all such
signs or graphics by the expiration or any earlier termination of this Lease.
Such installations and removals shall be made in such manner as to avoid injury
to or defacement of the Premises, Building or Project and any other improvements
contained therein, and Tenant shall repair any injury or defacement including
without limitation discoloration caused by such installation or removal.

Tenant shall maintain the right to display its existing "eye brow" and lobby
sign at no additional charge. Additionally, Tenant shall be entitled to install
one sign on the north west corner of the fifth (5th) floor parapet of the
building throughout the term of the Lease and any option period. The attached
sign shall be subject to Landlord's approval, which shall not be unreasonably
withheld or delayed and approval of any public authorities having jurisdiction.
Tenant shall be responsible for electrical energy used in connection with its
signs, repairs and maintenance necessary to maintain the signs in their original
condition. Additionally, Tenant shall be responsible for all costs associated
with the installation, removal and maintenance of building signage which shall
be maintained and repaired to standards acceptable to Landlord. All of Tenant's
signs shall at all times remain the property of Tenant and Tenant must remove
its signs at the expiration or earlier termination of this Lease. Landlord, at
Landlord's sole discretion, reserves the right to determine the exact size of
the sign. Tenant shall repair any damage caused in the removal of its sign.

                         14. INSPECTION/POSTING NOTICES

After reasonable notice, except in emergencies where no such notice shall be
required, Landlord and Landlord's agents and representatives, shall have the
right to enter the Premises to inspect the same, to clean, to perform such work
as may be permitted or required hereunder, to make repairs, improvements or
alterations to the Premises, Building or Project or to other tenant spaces
therein, to deal with emergencies, to post such notices as may be permitted or
required by law to prevent the perfection of liens against Landlord's interest
in the Project or to exhibit the Premises to prospective tenants, purchasers,
encumbrancers or to others, or for any other purpose as Landlord may deem
necessary or desirable; provided, however, that Landlord shall use reasonable
efforts not to unreasonably interfere with Tenant's business operations. Tenant
shall not be entitled to any abatement of Rent by reason of the exercise of any
such right of entry. Tenant waives any claim for damages for any injury or
inconvenience to or interference with Tenant's business, any loss of occupancy
or quiet enjoyment of the Premises, and any other loss occasioned thereby.
Landlord shall at all times have and retain a key with which to unlock all of
the doors in, upon and about the Premises, excluding Tenant's vaults and safes
or special security areas (designated in advance), and Landlord shall have the
right to use any and all means which Landlord may deem necessary or proper to
open said doors in an emergency, in order to obtain entry to any portion of the
Premises, and any entry to the Premises or portions thereof obtained by Landlord
by any of said means, or otherwise, shall not be construed to be a forcible or
unlawful entry into, or a detainer of, the Premises, or an eviction, actual or
constructive, of Tenant from the Premises or any portions thereof. At any time
within six (6) months prior to the expiration of the Term or following any
earlier termination of this Lease or agreement to terminate this Lease, Landlord
shall have the right to erect on the Premises, Building and/or Project a
suitable sign indicating that the Premises are available for lease.

                           15. SERVICES AND UTILITIES

A.       Provided Tenant shall not be in default hereunder, and subject to the
provisions elsewhere herein contained and to the rules and regulations of the
Building, Landlord shall furnish to the Premises during ordinary business hours
of generally recognized business days, to be determined by Landlord (but
exclusive, in any event, of Saturdays, Sundays and legal holidays), water for
lavatory and drinking purposes and electricity, heat and air conditioning as
usually furnished or supplied for use of the Premises for reasonable and normal
office use as of the date Tenant takes possession of the Premises as determined
by Landlord (but not including above-standard or continuous cooling for
excessive heat-generating machines, excess lighting or equipment), janitorial
services during the times and in the manner that such services are, in
Landlord's judgment, customarily furnished in comparable office buildings in the
immediate market area, and elevator service, which shall mean service either by
nonattended automatic elevators or elevators with attendants, or both, at the
option of Landlord. Tenant acknowledges that Tenant has inspected and accepts
the water, electricity, heat and air conditioning and other utilities and
services being supplied or furnished to the Premises as of the date Tenant takes
possession of the Premises, as being sufficient for use of the Premises for
reasonable and normal office use in their present condition, "as is," and
suitable for the Permitted Use, and for Tenant's intended operations in the
Premises. Landlord shall have no obligation to provide additional or after-hours
electricity, heating or air conditioning, but if Landlord elects to provide such
services at Tenant's request, Tenant shall pay upon demand to Landlord a
reasonable charge for such services as determined by Landlord. Tenant also
agrees at all times to cooperate fully with Landlord and to abide by all of the
regulations and requirements which Landlord may prescribe for the proper
functioning and protection of electrical, heating, ventilating and air
conditioning systems. Wherever heat-generating machines, excess lighting or
equipment are used in the Premises which affect the temperature otherwise
maintained by the air conditioning system, Landlord reserves the right to
install supplementary air conditioning

                                       10
<PAGE>

units in the Premises and the cost thereof, including the cost of installation
and the cost of operation and maintenance thereof, shall be paid by Tenant to
Landlord upon demand by Landlord.

B.       Tenant shall not without written consent of Landlord use any apparatus,
equipment or device in the Premises, including without limitation, computers,
electronic data processing machines, copying machines, and other machines, using
excess lighting or using electric current, water, or any other resource in
excess of or which will in any way increase the amount of electricity, water, or
any other resource being furnished or supplied for the use of the Premises for
reasonable and normal office use, in each case as of the date Tenant takes
possession of the Premises and as determined by Landlord, or which will require
additions or alterations to or interfere with the Building power distribution
systems; nor connect with electric current, except through existing electrical
outlets in the Premises or water pipes, any apparatus, equipment or device for
the purpose of using electrical current, water, or any other resource. If Tenant
shall require water or electric current or any other resource in excess of that
being furnished or supplied for the use of the Premises as of the date Tenant
takes possession of the Premises as determined by Landlord, Tenant shall first
procure the written consent of Landlord which Landlord may refuse, to the use
thereof, and Landlord may cause a special meter to be installed in the Premises
so as to measure the amount of water, electric current or other resource
consumed for any such other use. Tenant shall pay directly to Landlord upon
demand as an addition to and separate from payment of Operating Expenses the
cost of all such additional resources, energy, utility service and meters (and
of installation, maintenance and repair thereof and of any additional circuits
or other equipment necessary to furnish such additional resources, energy,
utility or service). Landlord may add to the separate or metered charge a
recovery of additional expense incurred in keeping account of the excess water,
electric current or other resource so consumed. Following receipt of Tenant's
request to do so, Landlord shall use good faith efforts to restore any service
specifically to be provided under Paragraph 15 that becomes unavailable and
which is in Landlord's reasonable control to restore; provided, however, that
Landlord shall in no case be liable for any damages directly or indirectly
resulting from nor shall the Rent or any monies owed Landlord under this Lease
herein reserved be abated by reason of: (a) the installation, use or
interruption of use of any equipment used in connection with the furnishing of
any such utilities or services, or any change in the character or means of
supplying or providing any such utilities or services or any supplier thereof;
(b) the failure to furnish or delay in furnishing any such utilities or services
when such failure or delay is caused by acts of God or the elements, labor
disturbances of any character, or otherwise or because of any interruption of
service due to Tenant's use of water, electric current or other resource in
excess of that being supplied or furnished for the use of the Premises as of the
date Tenant takes possession of the Premises; (c) the inadequacy, limitation,
curtailment, rationing or restriction on use of water, electricity, gas or any
other form of energy or any other service or utility whatsoever serving the
Premises or Project, whether by Regulation or otherwise; or (d) the partial or
total unavailability of any such utilities or services to the Premises or the
Building or the diminution in the quality or quantity thereof, whether by
Regulation or otherwise; or (e) any interruption in Tenant's business operations
as a result of any such occurrence; nor shall any such occurrence constitute an
actual or constructive eviction of Tenant or a breach of an implied warranty by
Landlord. Landlord shall further have no obligation to protect or preserve any
apparatus, equipment or device installed by Tenant in the Premises, including
without limitation by providing additional or after-hours heating or air
conditioning. Landlord shall be entitled to cooperate voluntarily and in a
reasonable manner with the efforts of national, state or local governmental
agencies or utility suppliers in reducing energy or other resource consumption.
The obligation to make services available hereunder shall be subject to the
limitations of any such voluntary, reasonable program. In addition, Landlord
reserves the right to change the supplier or provider of any such utility or
service from time to time. Tenant shall have no right to contract with or
otherwise obtain any electrical or other such service for or with respect to the
Premises or Tenant's operations therein from any supplier or provider of any
such service. Tenant shall cooperate with Landlord and any supplier or provider
of such services designated by Landlord from time to time to facilitate the
delivery of such services to Tenant at the Premises and to the Building and
Project, including without limitation allowing Landlord and Landlord's suppliers
or providers, and their respective agents and contractors, reasonable access to
the Premises for the purpose of installing, maintaining, repairing, replacing or
upgrading such service or any equipment or machinery associated therewith.

C.       Tenant shall pay, upon demand, for all utilities furnished to the
Premises, or if not separately billed to or metered to Tenant, Tenant's
Proportionate Share of all charges jointly serving the Project in accordance
with Paragraph 7. All sums payable under this Paragraph 15 shall constitute
Additional Rent hereunder.

D.       Tenant may contract separately with providers of telecommunications or
cellular products, systems or services for the Premises. Even though such
products, systems or services may be installed or provided by such providers in
the Building, in consideration for Landlord's permitting such providers to
provide such services to Tenant, Tenant agrees that Landlord and the Landlord
Indemnitees shall in no event be liable to Tenant or any Tenant Party for any
damages of any nature whatsoever arising out of or relating to the products,
systems or services provided by such providers (or any failure, interruption,
defect in or loss of the same) or any acts or omissions of such providers in
connection with the same or any interference in Tenant's business caused
thereby. Tenant waives and releases all rights and remedies against Landlord and
the Landlord Indemnitees that are inconsistent with the foregoing.

                                16. SUBORDINATION

Without the necessity of any additional document being executed by Tenant for
the purpose of effecting a subordination, this Lease shall be and is hereby
declared to be subject and subordinate at all times to: (a) all ground leases or
underlying leases which may now exist or hereafter be executed affecting the
Premises and/or the land upon which the Premises and Project are situated, or
both; and (b) any mortgage or deed of trust which may now exist or be placed
upon the Building, the Project and/or the land upon which the Premises or the
Project are situated, or said ground leases or underlying leases, or Landlord's
interest or estate in any of said items which is specified as security, which
shall be subject to nondisturbance as to future liens and interests.
Notwithstanding the foregoing, Landlord shall have the right to subordinate or
cause to be subordinated any such ground leases or underlying leases or any such
liens to this Lease. If any ground lease or underlying lease terminates for any
reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of
foreclosure is made for any reason, Tenant shall, notwithstanding any
subordination, attorn to and become the Tenant of the successor in interest to
Landlord provided that Tenant shall not be disturbed in its possession under
this Lease by such successor in interest so long as Tenant is not in default
under this Lease. Within fifteen (15) business days after request by Landlord,
Tenant shall execute and deliver any additional documents evidencing Tenant's
attornment or the subordination of this Lease with respect to any such ground
leases or underlying leases or any such mortgage or deed of trust, in the form
requested by Landlord or by any ground landlord, mortgagee, or beneficiary under
a deed of trust, subject to such nondisturbance requirement. If requested in
writing by Tenant, Landlord shall use commercially reasonable efforts to obtain
a subordination, nondisturbance and attornment agreement for the benefit of
Tenant reflecting the foregoing from any ground landlord, mortgagee or
beneficiary, at Tenant's expense, subject to such other terms and conditions as
the ground landlord, mortgagee or beneficiary may require.

                            17. FINANCIAL STATEMENTS

At the request of Landlord from time to time, Tenant shall provide to Landlord
Tenant's and any guarantor's current financial statements or other information
discussing financial worth of Tenant and any guarantor, which Landlord shall use
solely for purposes of this Lease and in connection with the ownership,
management, financing and disposition of the Project.

                                       11
<PAGE>

                            18. ESTOPPEL CERTIFICATE

Tenant agrees from time to time, within fifteen (15) business days after request
of Landlord, to deliver to Landlord, or Landlord's designee, an estoppel
certificate stating that this Lease is in full force and effect, that this Lease
has not been modified (or stating all modifications, written or oral, to this
Lease), the date to which Rent has been paid, the unexpired portion of this
Lease, that there are no current defaults by Landlord or Tenant under this Lease
(or specifying any such defaults), that the leasehold estate granted by this
Lease is the sole interest of Tenant in the Premises and/or the land at which
the Premises are situated, and such other matters pertaining to this Lease as
may be reasonably requested by Landlord or any mortgagee, beneficiary, purchaser
or prospective purchaser of the Building or Project or any interest therein.
Failure by Tenant to execute and deliver such certificate shall constitute an
acceptance of the Premises and acknowledgment by Tenant that the statements
included are true and correct without exception. Tenant agrees that if Tenant
fails to execute and deliver such certificate within such fifteen (15) business
days Landlord may execute and deliver such certificate on Tenant's behalf and
that such certificate shall be binding on Tenant. Landlord and Tenant intend
that any statement delivered pursuant to this Paragraph may be relied upon by
any mortgagee, beneficiary, purchaser or prospective purchaser of the Building
or Project or any interest therein. The parties agree that Tenant's obligation
to furnish such estoppel certificates in a timely fashion is a material
inducement for Landlord's execution of this Lease.

                       19. LIMITATION OF TENANT'S REMEDIES

The obligations and liability of Landlord to Tenant for any default by Landlord
under the terms of this Lease are not personal obligations of Landlord or of the
individual or other partners of Landlord or its or their partners, directors,
officers, or shareholders, and Tenant agrees to look solely to Landlord's
interest in the Project for the recovery of any amount from Landlord, and shall
not look to other assets of Landlord nor seek recourse against the assets of the
individual or other partners of Landlord or its or their partners, directors,
officers or shareholders. Any lien obtained to enforce any such judgment and any
levy of execution thereon shall be subject and subordinate to any lien, mortgage
or deed of trust on the Project. Under no circumstances shall Tenant have the
right to offset against or recoup Rent or other payments due and to become due
to Landlord hereunder except as expressly provided in this Lease, which Rent and
other payments shall be absolutely due and payable hereunder in accordance with
the terms hereof. In no case shall Landlord be liable to Tenant for any lost
profits, damage to business, or any form of special, indirect or consequential
damage on account of any breach of this Lease or otherwise, notwithstanding
anything to the contrary contained in this Lease.

                          20. ASSIGNMENT AND SUBLETTING

A.       (1) GENERAL. This Lease has been negotiated to be and is granted as an
         accommodation to Tenant. Accordingly, this Lease is personal to Tenant,
         and Tenant's rights granted hereunder do not include the right to
         assign this Lease or sublease the Premises, or to receive any excess,
         either in installments or lump sum, over the Rent which is expressly
         reserved by Landlord as hereinafter provided, except as otherwise
         expressly hereinafter provided. Tenant shall not assign or pledge this
         Lease or sublet the Premises or any part thereof, whether voluntarily
         or by operation of law, or permit the use or occupancy of the Premises
         or any part thereof by anyone other than Tenant, or suffer or permit
         any such assignment, pledge, subleasing or occupancy, without
         Landlord's prior written consent except as provided herein which
         consent shall not be unreasonably withheld. If Tenant desires to assign
         this Lease or sublet any or all of the Premises, Tenant shall give
         Landlord written notice (the "TRANSFER NOTICE") at least sixty (60)
         days prior to the anticipated effective date of the proposed assignment
         or sublease, which shall contain all of the information reasonably
         requested by Landlord to address Landlord's decision criteria specified
         hereinafter. Landlord shall then have a period of thirty (30) days
         following receipt of the Transfer Notice to notify Tenant in writing
         that Landlord consents to the proposed assignment or sublease, subject,
         however, to Landlord's prior written consent of the proposed assignee
         or subtenant and of any related documents or agreements associated with
         the assignment or sublease. If Landlord should fail to notify Tenant in
         writing of such election within said period, Landlord shall be deemed
         to have waived option (i) above, but written consent by Landlord of the
         proposed assignee or subtenant shall still be required. Consent to any
         assignment or subletting shall not constitute consent to any subsequent
         transaction to which this Paragraph 20 applies.

(2)      CONDITIONS OF LANDLORD'S CONSENT. Without limiting the other instances
         in which it may be reasonable for Landlord to withhold Landlord's
         consent to an assignment or subletting, Landlord and Tenant acknowledge
         that it shall be reasonable for Landlord to withhold Landlord's consent
         in the following instances: if the proposed assignee does not agree to
         be bound by and assume the obligations of Tenant under this Lease in
         form and substance satisfactory to Landlord; the use of the Premises by
         such proposed assignee or subtenant would not be a Permitted Use or
         would violate any exclusivity or other arrangement which Landlord has
         with any other tenant or occupant or any Regulation or would increase
         the Occupancy Density or Parking Density of the Building or Project, or
         would otherwise result in an undesirable tenant mix for the Project as
         determined by Landlord; the proposed assignee or subtenant is not of
         sound financial condition as determined by Landlord in Landlord's sole
         discretion; the proposed assignee or subtenant is a governmental
         agency; the proposed assignee or subtenant does not have a good
         reputation as a tenant of property or a good business reputation; the
         proposed assignee or subtenant is a person with whom Landlord is
         negotiating to lease space in the Project or is a present tenant of the
         Project; the assignment or subletting would entail any Alterations
         which would lessen the value of the leasehold improvements in the
         Premises or use of any Hazardous Materials or other noxious use or use
         which may disturb other tenants of the Project; or Tenant is in default
         of any obligation of Tenant under this Lease, or Tenant has defaulted
         under this Lease on three (3) or more occasions during any twelve (12)
         months preceding the date that Tenant shall request consent. Failure by
         or refusal of Landlord to consent to a proposed assignee or subtenant
         shall not cause a termination of this Lease. At the option of Landlord,
         a surrender and termination of this Lease shall operate as an
         assignment to Landlord of some or all subleases or subtenancies.
         Landlord shall exercise this option by giving notice of that assignment
         to such subtenants on or before the effective date of the surrender and
         termination. In connection with each request for assignment or
         subletting, Tenant shall pay to Landlord Landlord's standard fee for
         approving such requests, as well as all costs incurred by Landlord or
         any mortgagee or ground lessor in approving each such request and
         effecting any such transfer, including, without limitation, reasonable
         attorneys' fees.

(3)      PERMITTED TRANSFERS. An "Affiliate" means any entity that (i) controls,
         is controlled by, or is under common control with Tenant, (ii) results
         from the transfer of all or substantially all of Tenant's assets or
         stock, or (iii) results from the merger or consolidation of Tenant with
         another entity. "Control" means the direct or indirect ownership of
         more than fifty percent (50%) of the voting securities of an entity or
         possession of the right to vote more than fifty percent (50%) of the
         voting interest in the ordinary direction of the entity's affairs.
         Notwithstanding anything to the contrary contained in this Lease,
         Landlord's consent is not required for and Landlord's recapture rights
         shall not apply to any assignment of this Lease or sublease of all or a
         portion of the Premises to an Affiliate so long as the following
         conditions are met: (a) at least ten (10) business days before any such
         assignment or sublease, Landlord receives written notice of such
         assignment or sublease (as well as any documents or information
         reasonably requested by Landlord regarding the proposed intended
         transfer and the transferee); (b) Tenant has not been in default under
         this Lease more than two times in a one year period of the Lease; (c)
         if the transfer is an assignment or any other transfer to an Affiliate
         other than a sublease, the intended assignee assumes in writing all of
         Tenant's obligations under this Lease relating to the Premises in form
         satisfactory to Landlord or, if the transfer is a sublease, the
         intended sublessee accepts the sublease in form satisfactory to
         Landlord; (d) the intended transferee has a tangible net worth, as
         evidenced by financial

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<PAGE>

         statements delivered to Landlord and certified by an independent
         certified public accountant in accordance with generally accepted
         accounting principles that are consistently applied; (e) the Premises
         shall continue to be operated solely for the use specified in the Basic
         Lease Information; and (f) Tenant shall pay to Landlord Landlord's
         standard fee for approving assignments and subleases and all costs
         reasonably incurred by Landlord or any mortgagee or ground lessor for
         such assignment or subletting, including, without limitation,
         reasonable attorneys' fees. No transfer to an Affiliate in accordance
         with this subparagraph shall relieve Tenant named herein of any
         obligation under this Lease or alter the primary liability of Tenant
         named herein for the payment of Rent or for the performance of any
         other obligation to be performed by Tenant, including the obligations
         contained in Paragraph 25 with respect to any Affiliate.

B.       BONUS RENT. Any Rent or other consideration realized by Tenant under
any such sublease or assignment in excess of the Rent payable hereunder, after
amortization of a reasonable brokerage commission incurred by Tenant, shall be
divided and paid, fifty percent (50%) to Tenant, fifty percent (50%) to
Landlord. In any subletting or assignment undertaken by Tenant, Tenant shall
diligently seek to obtain the maximum rental amount available in the marketplace
for comparable space available for primary leasing.

C.       CORPORATION. If Tenant is a corporation, a transfer of corporate shares
by sale, assignment, bequest, inheritance, operation of law or other disposition
(including such a transfer to or by a receiver or trustee in federal or state
bankruptcy, insolvency or other proceedings) resulting in a change in the
present control of such corporation or any of its parent corporations by the
person or persons owning a majority of said corporate shares, shall constitute
an assignment for purposes of this Lease. Notwithstanding anything to the
contrary in this Lease, the transfer of outstanding capital stock or other
listed equity interests, or the purchase of outstanding capital stock or other
listed equity interests, or the purchase of equity interests issued in an
initial public offering of stock, by persons or parties other than "insiders"
within the meaning of the Securities Exchange Act of 1934, as amended, through
the "over-the-counter" market or any recognized national or international
securities exchange shall not be included in determining whether control has
been transferred.

D.       UNINCORPORATED ENTITY. If Tenant is a partnership, joint venture,
unincorporated limited liability company or other unincorporated business form,
a transfer of the interest of persons, firms or entities responsible for
managerial control of Tenant by sale, assignment, bequest, inheritance,
operation of law or other disposition, so as to result in a change in the
present control of said entity and/or of the underlying beneficial interests of
said entity and/or a change in the identity of the persons responsible for the
general credit obligations of said entity shall constitute an assignment for all
purposes of this Lease.

E.       LIABILITY. No assignment or subletting by Tenant, permitted or
otherwise, shall relieve Tenant of any obligation under this Lease or any
guarantor of this Lease of any liability under its guaranty or alter the primary
liability of the Tenant named herein for the payment of Rent or for the
performance of any other obligations to be performed by Tenant, including
obligations contained in Paragraph 25 with respect to any assignee or subtenant.
Landlord may collect rent or other amounts or any portion thereof from any
assignee, subtenant, or other occupant of the Premises, permitted or otherwise,
and apply the net rent collected to the Rent payable hereunder, but no such
collection shall be deemed to be a waiver of this Paragraph 21, or the
acceptance of the assignee, subtenant or occupant as tenant, or a release of
Tenant from the further performance by Tenant of the obligations of Tenant under
this Lease or any guarantor of this Lease of any liability under its guaranty.
Any assignment or subletting which conflicts with the provisions hereof shall be
void.

                                  21. AUTHORITY

Landlord represents and warrants that it has full right and authority to enter
into this Lease and to perform all of Landlord's obligations hereunder and that
all persons signing this Lease on its behalf are authorized to do. Tenant and
the person or persons, if any, signing on behalf of Tenant, jointly and
severally represent and warrant that Tenant has full right and authority to
enter into this Lease, and to perform all of Tenant's obligations hereunder, and
that all persons signing this Lease on its behalf are authorized to do so.

                                22. CONDEMNATION

A.       CONDEMNATION RESULTING IN TERMINATION. If the whole or any substantial
part of the Premises should be taken or condemned for any public use under any
Regulation, or by right of eminent domain, or by private purchase in lieu
thereof, and the taking would prevent or materially interfere with the Permitted
Use of the Premises, either party shall have the right to terminate this Lease
at its option. If any material portion of the Building or Project is taken or
condemned for any public use under any Regulation, or by right of eminent
domain, or by private purchase in lieu thereof, either party may terminate this
Lease at its option. In either of such events, the Rent shall be abated during
the unexpired portion of this Lease, effective when the physical taking of said
Premises shall have occurred.

B.       CONDEMNATION NOT RESULTING IN TERMINATION. If a portion of the Project
of which the Premises are a part should be taken or condemned for any public use
under any Regulation, or by right of eminent domain, or by private purchase in
lieu thereof, and the taking prevents or materially interferes with the
Permitted Use of the Premises, and this Lease is not terminated as provided in
Paragraph 22.A above, the Rent payable hereunder during the unexpired portion of
this Lease shall be reduced, beginning on the date when the physical taking
shall have occurred, to such amount as may be fair and reasonable under all of
the circumstances, but only after giving Landlord credit for all sums received
or to be received by Tenant by the condemning authority. Notwithstanding
anything to the contrary contained in this Paragraph, if the temporary use or
occupancy of any part of the Premises shall be taken or appropriated under power
of eminent domain during the Term, this Lease shall be and remain unaffected by
such taking or appropriation and Tenant shall continue to pay in full all Rent
payable hereunder by Tenant during the Term; in the event of any such temporary
appropriation or taking, Tenant shall be entitled to receive that portion of any
award which represents compensation for the use of or occupancy of the Premises
during the Term.

C.       AWARD. Landlord shall be entitled to (and Tenant shall assign to
Landlord) any and all payment, income, rent, award or any interest therein
whatsoever which may be paid or made in connection with such taking or
conveyance and Tenant shall have no claim against Landlord or otherwise for any
sums paid by virtue of such proceedings, whether or not attributable to the
value of any unexpired portion of this Lease, except as expressly provided in
this Lease. Notwithstanding the foregoing, any compensation specifically and
separately awarded Tenant for Tenant's personal property and moving costs, shall
be and remain the property of Tenant.

D.       WAIVER OF CCP SS. 1265.130. Each party waives the provisions of
California Civil Code Procedure Section 1265.130 allowing either party to
petition the superior court to terminate this Lease as a result of a partial
taking.

                               23. CASUALTY DAMAGE

A.       GENERAL. If the Premises or Building should be damaged or destroyed by
fire, tornado, or other casualty (collectively, "CASUALTY"), Tenant shall give
immediate written notice thereof to Landlord. Within thirty (30) days after
Landlord's receipt of such notice, Landlord shall notify Tenant whether in
Landlord's estimation material restoration of the Premises can reasonably be
made within one hundred eighty (180) days from the date of such notice and
receipt of required permits for such restoration. Landlord's determination shall
be binding on Tenant.

B.       WITHIN 180 DAYS. If the Premises or Building should be damaged by
Casualty to such extent that material restoration can in Landlord's estimation
be reasonably completed within one hundred eighty (180) days after the date of
such notice and receipt of required

                                       13
<PAGE>

permits for such restoration, this Lease shall not terminate. Provided that
insurance proceeds are received by Landlord to fully repair the damage, Landlord
shall proceed to rebuild and repair the Premises diligently and in the manner
determined by Landlord, except that Landlord shall not be required to rebuild,
repair or replace any part of any Alterations which may have been placed on or
about the Premises or paid for by Tenant. If the Premises are untenantable in
whole or in part following such damage, the Rent payable hereunder during the
period in which they are untenantable shall be abated proportionately, but only
to the extent Premises are unfit for occupancy.

C.       GREATER THAN 270 DAYS. If the Premises or Building should be damaged by
Casualty to such extent that rebuilding or repairs cannot in Landlord's
estimation be reasonably completed within two hundred seventy (270) days after
receipt of required permits for rebuilding or repair, and such damage materially
and adversely interferes with the conduct of Tenant's business in the Premises,
then either party shall have the right to cancel this Lease by giving the other
party written notice within ten (10) days from the date of Landlord's notice
that material restoration of the Premises cannot be made within such two hundred
seventy (270) day period or notice that Landlord has elected not to rebuild or
repair the Premises. Said cancellation shall be effective [thirty (30)] days
from the first day that either party gives its notice to cancel. If neither
party elects to so cancel this Lease, Landlord shall proceed to rebuild and
repair the Premises diligently and in the manner determined by Landlord, except
that Landlord shall not be required to rebuild, repair or replace any part of
any Alterations which may have been placed on or about the Premises by Tenant.
If the Premises are untenantable in whole or in part following such damage, the
Rent payable hereunder during the period in which they are untenantable shall be
abated proportionately, but only to the extent the Premises are unfit for
occupancy.

D.       TENANT'S FAULT. Notwithstanding anything herein to the contrary, if the
Premises or any other portion of the Building are damaged by Casualty resulting
from the fault, negligence, or breach of this Lease by Tenant or any of Tenant's
Parties, Base Rent and Additional Rent shall not be diminished during the repair
of such damage and Tenant shall be liable to Landlord for the cost and expense
of the repair and restoration of the Building caused thereby to the extent such
cost and expense is not covered by insurance proceeds.

E.       INSURANCE PROCEEDS. Notwithstanding anything herein to the contrary, if
the Premises or Building are damaged or destroyed and are not fully covered by
the insurance proceeds received by Landlord or if the holder of any indebtedness
secured by a mortgage or deed of trust covering the Premises requires that the
insurance proceeds be applied to such indebtedness, then in either case Landlord
shall have the right to terminate this Lease by delivering written notice of
termination to Tenant within thirty (30) days after the date of notice to
Landlord that said damage or destruction is not fully covered by insurance or
such requirement is made by any such holder, as the case may be, whereupon this
Lease shall terminate.

F.       WAIVER. This Paragraph 24 shall be Tenant's sole and exclusive remedy
in the event of damage or destruction to the Premises or the Building. As a
material inducement to Landlord entering into this Lease, Tenant hereby waives
any rights it may have under Sections 1932, 1933(4), or 1942 of the Civil Code
of California with respect to any destruction of the Premises, Landlord's
obligation for tenantability of the Premises and Tenant's right to make repairs
and deduct the expenses of such repairs, or under any similar law, statute or
ordinance now or hereafter in effect.

G.       TENANT'S PERSONAL PROPERTY. In the event of any damage or destruction
of the Premises or the Building, under no circumstances shall Landlord be
required to repair any injury or damage to, or make any repairs to or
replacements of, Tenant's personal property, excepting Landlord's gross
negligence or willful misconduct.

                                24. HOLDING OVER

Unless Landlord expressly consents in writing to Tenant's holding over, Tenant
shall be unlawfully and illegally in possession of the Premises, whether or not
Landlord accepts any rent from Tenant or any other person while Tenant remains
in possession of the Premises without Landlord's written consent. If Tenant
shall retain possession of the Premises or any portion thereof without
Landlord's consent following the expiration of this Lease or sooner termination
for any reason, then Tenant shall pay to Landlord for each day of such retention
one hundred and fifty percent (150%) the amount of daily rental as of the last
month prior to the date of expiration or earlier termination. Tenant shall also
indemnify, defend, protect and hold Landlord harmless from any loss, liability
or cost, including consequential and incidental damages and reasonable
attorneys' fees, incurred by Landlord resulting from delay by Tenant in
surrendering the Premises, including, without limitation, any claims made by the
succeeding tenant founded on such delay. Acceptance of Rent by Landlord
following expiration or earlier termination of this Lease, or following demand
by Landlord for possession of the Premises, shall not constitute a renewal of
this Lease, and nothing contained in this Paragraph 25 shall waive Landlord's
right of reentry or any other right. Additionally, if upon expiration or earlier
termination of this Lease, or following demand by Landlord for possession of the
Premises, Tenant has not fulfilled its obligation with respect to repairs and
cleanup of the Premises or any other Tenant obligations as set forth in this
Lease, then Landlord shall have the right to perform any such obligations as it
deems necessary at Tenant's sole cost and expense, and any time required by
Landlord to complete such obligations shall be considered a period of holding
over and the terms of this Paragraph 24 shall apply. The provisions of this
Paragraph 24 shall survive any expiration or earlier termination of this Lease.

                                   25. DEFAULT

A.       EVENTS OF DEFAULT. The occurrence of any of the following shall
constitute an event of default on the part of Tenant:

         (1) ABANDONMENT. Abandonment or vacation of the Premises and non
         payment of rent for a continuous period in excess of five (5) days.
         Tenant waives any right to notice Tenant may have under Section 1951.3
         of the Civil Code of the State of California, the terms of this
         Paragraph 26.A being deemed such notice to Tenant as required by said
         Section 1951.3.

         (2) NONPAYMENT OF RENT. Failure to pay any installment of Rent or any
         other amount due and payable hereunder within 5 business days of the
         date when said payment is due, as to which time is of the essence.

         (3) OTHER OBLIGATIONS. Failure to perform any obligation, agreement or
         covenant under this Lease other than those matters specified in
         subparagraphs (1) and (2) of this Paragraph 25.A, and in Paragraphs 8,
         16, 18 and 24, such failure continuing for thirty (30) business days
         after written notice of such failure, as to which time is of the
         essence.

         (4) GENERAL ASSIGNMENT.  A general assignment by Tenant for the benefit
         of creditors.

         (5) BANKRUPTCY. The filing of any voluntary petition in bankruptcy by
         Tenant, or the filing of an involuntary petition by Tenant's creditors,
         which involuntary petition remains undischarged for a period of thirty
         (30) days. If under applicable law, the trustee in bankruptcy or Tenant
         has the right to affirm this Lease and continue to perform the
         obligations of Tenant hereunder, such trustee or Tenant shall, in such
         time period as may be permitted by the bankruptcy court having
         jurisdiction, cure all

                                       14
<PAGE>

         defaults of Tenant hereunder outstanding as of the date of the
         affirmance of this Lease and provide to Landlord such adequate
         assurances as may be necessary to ensure Landlord of the continued
         performance of Tenant's obligations under this Lease.

         (6) RECEIVERSHIP. The employment of a receiver to take possession of
         substantially all of Tenant's assets or Tenant's leasehold of the
         Premises, if such appointment remains undismissed or undischarged for a
         period of fifteen (15) days after the order therefor.

         (7) ATTACHMENT. The attachment, execution or other judicial seizure of
         all or substantially all of Tenant's assets or Tenant's leasehold of
         the Premises, if such attachment or other seizure remains undismissed
         or undischarged for a period of fifteen (15) days after the levy
         thereof.

         (8) INSOLVENCY. The admission by Tenant in writing of its inability to
         pay its debts as they become due.

B.       REMEDIES UPON DEFAULT.

         (1) TERMINATION. In the event of the occurrence of any event of
         default, Landlord shall have the right to give a written termination
         notice to Tenant, and on the date specified in such notice, Tenant's
         right to possession shall terminate, and this Lease shall terminate
         unless on or before such date all Rent in arrears and all costs and
         expenses incurred by or on behalf of Landlord hereunder shall have been
         paid by Tenant and all other events of default of this Lease by Tenant
         at the time existing shall have been fully remedied to the satisfaction
         of Landlord. At any time after such termination, Landlord may recover
         possession of the Premises or any part thereof and expel and remove
         therefrom Tenant and any other person occupying the same, including any
         subtenant or subtenants notwithstanding Landlord's consent to any
         sublease, by any lawful means, and again repossess and enjoy the
         Premises without prejudice to any of the remedies that Landlord may
         have under this Lease, or at law or equity by any reason of Tenant's
         default or of such termination. Landlord hereby reserves the right, but
         shall not have the obligation, to recognize the continued possession of
         any subtenant. The delivery or surrender to Landlord by or on behalf of
         Tenant of keys, entry codes, or other means to bypass security at the
         Premises shall not terminate this Lease.

         (2) CONTINUATION AFTER DEFAULT. Even though an event of default may
         have occurred, this Lease shall continue in effect for so long as
         Landlord does not terminate Tenant's right to possession under
         Paragraph 26.B(1) hereof. Landlord shall have the remedy described in
         California Civil Code Section 1951.4 ("Landlord may continue this Lease
         in effect after Tenant's breach and abandonment and recover Rent as it
         becomes due, if Tenant has the right to sublet or assign, subject only
         to reasonable limitations"), or any successor code section.
         Accordingly, if Landlord does not elect to terminate this Lease on
         account of any event of default by Tenant, Landlord may enforce all of
         Landlord's rights and remedies under this Lease, including the right to
         recover Rent as it becomes due. Acts of maintenance, preservation or
         efforts to lease the Premises or the appointment of a receiver under
         application of Landlord to protect Landlord's interest under this Lease
         or other entry by Landlord upon the Premises shall not constitute an
         election to terminate Tenant's right to possession.

         (3) INCREASED SECURITY DEPOSIT. If Tenant is in default under Paragraph
         26.A(2) hereof and such default remains uncured for ten (10) days after
         such occurrence or such default occurs more than three times in any
         twelve (12) month period, Landlord may require that Tenant provide a
         Security Deposit to the amount of the current month's Rent at the time
         of the most recent default.

C.       DAMAGES AFTER DEFAULT. Should Landlord terminate this Lease pursuant to
the provisions of Paragraph 26.B(1) hereof, Landlord shall have the rights and
remedies of a Landlord provided by Section 1951.2 of the Civil Code of the State
of California, or any successor code sections. Upon such termination, in
addition to any other rights and remedies to which Landlord may be entitled
under applicable law or at equity, Landlord shall be entitled to recover from
Tenant: (1) the worth at the time of award of the unpaid Rent and other amounts
which had been earned at the time of termination, (2) the worth at the time of
award of the amount by which the unpaid Rent and other amounts that would have
been earned after the date of termination until the time of award exceeds the
amount of such Rent loss that Tenant proves could have been reasonably avoided;
(3) the worth at the time of award of the amount by which the unpaid Rent and
other amounts for the balance of the Term after the time of award exceeds the
amount of such Rent loss that the Tenant proves could be reasonably avoided; and
(4) any other amount and court costs necessary to compensate Landlord for all
detriment proximately caused by Tenant's failure to perform Tenant's obligations
under this Lease or which, in the ordinary course of things, would be likely to
result therefrom. The "worth at the time of award" as used in (1) and (2) above
shall be computed at the Applicable Interest Rate (defined below). The "worth at
the time of award" as used in (3) above shall be computed by discounting such
amount at the Federal Discount Rate of the Federal Reserve Bank of San Francisco
at the time of award plus one percent (1%). If this Lease provides for any
periods during the Term during which Tenant is not required to pay Base Rent or
if Tenant otherwise receives a Rent concession, then upon the occurrence of an
event of default, Tenant shall owe to Landlord the full amount of such Base Rent
or value of such Rent concession, plus interest at the Applicable Interest Rate,
calculated from the date that such Base Rent or Rent concession would have been
payable.

D.       LATE CHARGE. In addition to its other remedies, Landlord shall have the
right without notice or demand to add to the amount of any payment required to
be made by Tenant hereunder, and which is not paid and received by Landlord on
or before the third business day of each calendar month, an amount equal to an
amount equal to five percent (5%) of the delinquent amount, , for each month or
portion thereof that the delinquency remains outstanding to compensate Landlord
for the loss of the use of the amount not paid and the administrative costs
caused by the delinquency, the parties agreeing that Landlord's damage by virtue
of such delinquencies would be extremely difficult and impracticable to compute
and the amount stated herein represents a reasonable estimate thereof. Any
waiver by Landlord of any late charges or failure to claim the same shall not
constitute a waiver of other late charges or any other remedies available to
Landlord.

E.       INTEREST. Interest shall accrue on all sums not paid when due hereunder
at the lesser of eighteen percent (18%) per annum or the maximum interest rate
allowed by law ("APPLICABLE INTEREST RATE") from the due date until paid.

F.       REMEDIES CUMULATIVE. All rights, privileges and elections or remedies
of the parties are cumulative and not alternative, to the extent permitted by
law and except as otherwise provided herein.

G.       REPLACEMENT OF STATUTORY NOTICE REQUIREMENTS. When this Lease requires
service of a notice, that notice shall replace rather than supplement any
equivalent or similar statutory notice, including any notice required by
California Code of Civil Procedure Section 1161 or any similar or successor
statute. When a statute requires service of a notice in a particular manner,
service of that notice (or a similar notice required by this Lease) in the
manner required by this Paragraph 26 shall replace and satisfy the statutory
service-of-notice procedures, including those required by California Code of
Civil Procedure Section 1162 or any similar or successor statute.

                                    26. LIENS

Tenant shall at all times keep the Premises and the Project free from liens
arising out of or related to work or services performed, materials or supplies
furnished or obligations incurred by or on behalf

                                       15
<PAGE>

of Tenant or in connection with work made, suffered or done by or on behalf of
Tenant in or on the Premises or Project. If Tenant shall not, within ten (10)
days following the imposition of any such lien, cause the same to be released of
record by payment or posting of a proper bond, Landlord shall have, in addition
to all other remedies provided herein and by law, the right, but not the
obligation, to cause the same to be released by such means as Landlord shall
deem proper, including payment of the claim giving rise to such lien. All sums
paid by Landlord on behalf of Tenant and all expenses incurred by Landlord in
connection therefor shall be payable to Landlord by Tenant on demand with
interest at the Applicable Interest Rate as Additional Rent. Landlord shall have
the right at all times to post and keep posted on the Premises any notices
permitted or required by law, or which Landlord shall deem proper, for the
protection of Landlord, the Premises, the Project and any other party having an
interest therein, from mechanics' and materialmen's liens, and Tenant shall give
Landlord not less than ten (10) business days prior written notice of the
commencement of any work in the Premises or Project which could lawfully give
rise to a claim for mechanics' or materialmen's liens to permit Landlord to post
and record a timely notice of non-responsibility, as Landlord may elect to
proceed or as the law may from time to time provide, for which purpose, if
Landlord shall so determine, Landlord may enter the Premises. Tenant shall not
remove any such notice posted by Landlord without Landlord's consent, and in any
event not before completion of the work which could lawfully give rise to a
claim for mechanics' or materialmen's liens.

                                27. SUBSTITUTION

                            28. TRANSFERS BY LANDLORD

In the event of a sale or conveyance by Landlord of the Building or a
foreclosure by any creditor of Landlord, the same shall operate to release
Landlord from any liability upon any of the covenants or conditions, express or
implied, herein contained in favor of Tenant, to the extent required to be
performed after the passing of title to Landlord's successor-in-interest. In
such event, Tenant agrees to look solely to the responsibility of the
successor-in-interest of Landlord under this Lease with respect to the
performance of the covenants and duties of "Landlord" to be performed after the
passing of title to Landlord's successor-in-interest. This Lease shall not be
affected by any such sale and Tenant agrees to attorn to the purchaser or
assignee. Landlord's successor(s)-in-interest shall not have liability to Tenant
with respect to the failure to perform any of the obligations of "Landlord," to
the extent required to be performed prior to the date such
successor(s)-in-interest became the owner of the Building.

               29. RIGHT OF LANDLORD TO PERFORM TENANT'S COVENANTS

All covenants and agreements to be performed by Tenant under any of the terms of
this Lease shall be performed by Tenant at Tenant's sole cost and expense and
without any abatement of Rent. If Tenant shall fail to pay any sum of money,
other than Base Rent, required to be paid by Tenant hereunder or shall fail to
perform any other act on Tenant's part to be performed hereunder, including
Tenant's obligations under Paragraph 11 hereof, and such failure shall continue
for fifteen (15) days after notice thereof by Landlord, in addition to the other
rights and remedies of Landlord, Landlord may make any such payment and perform
any such act on Tenant's part. In the case of an emergency, no prior
notification by Landlord shall be required. Landlord may take such actions
without any obligation and without releasing Tenant from any of Tenant's
obligations. All sums so paid by Landlord and all incidental costs incurred by
Landlord and interest thereon at the Applicable Interest Rate, from the date of
payment by Landlord, shall be paid to Landlord on demand as Additional Rent.

                                   30. WAIVER

If either Landlord or Tenant waives the performance of any term, covenant or
condition contained in this Lease, such waiver shall not be deemed to be a
waiver of any subsequent breach of the same or any other term, covenant or
condition contained herein, or constitute a course of dealing contrary to the
expressed terms of this Lease. The acceptance of Rent by Landlord (including,
without limitation, through any "lockbox") shall not constitute a waiver of any
preceding breach by Tenant of any term, covenant or condition of this Lease,
regardless of Landlord's knowledge of such preceding breach at the time Landlord
accepted such Rent. Failure by Landlord to enforce any of the terms, covenants
or conditions of this Lease for any length of time shall not be deemed to waive
or decrease the right of Landlord to insist thereafter upon strict performance
by Tenant. Waiver by Landlord of any term, covenant or condition contained in
this Lease may only be made by a written document signed by Landlord, based upon
full knowledge of the circumstances.

                                   31. NOTICES

Each provision of this Lease or of any applicable governmental laws, ordinances,
regulations and other requirements with reference to sending, mailing, or
delivery of any notice or the making of any payment by Landlord or Tenant to the
other shall be deemed to be complied with when and if the following steps are
taken:

A.       RENT. All Rent and other payments required to be made by Tenant to
Landlord hereunder shall be payable to Landlord at Landlord's Remittance Address
set forth in the Basic Lease Information, or at such other address as Landlord
may specify from time to time by written notice delivered in accordance
herewith. Tenant's obligation to pay Rent and any other amounts to Landlord
under the terms of this Lease shall not be deemed satisfied until such Rent and
other amounts have been actually received by Landlord.

B.       OTHER. All notices, demands, consents and approvals which may or are
required to be given by either party to the other hereunder shall be in writing
and either personally delivered, sent by commercial overnight courier, mailed,
certified or registered, postage prepaid or sent by facsimile with confirmed
receipt (and with an original sent by commercial overnight courier), and in each
case addressed to the party to be notified at the Notice Address for such party
as specified in the Basic Lease Information or to such other place as the party
to be notified may from time to time designate by at least fifteen (15) days
notice to the notifying party. Notices shall be deemed served upon receipt or
refusal to accept delivery. Tenant appoints as its agent to receive the service
of all default notices and notice of commencement of unlawful detainer
proceedings the person in charge of or apparently in charge of occupying the
Premises at the time, and, if there is no such person, then such service may be
made by attaching the same on the main entrance of the Premises.

C.       REQUIRED NOTICES. Tenant shall immediately notify Landlord in writing
of any notice of a violation or a potential or alleged violation of any
Regulation that relates to the Premises or the Project, or of any inquiry,
investigation, enforcement or other action that is instituted or threatened by
any governmental or regulatory agency against Tenant or any other occupant of
the Premises, or any claim that is instituted or threatened by any third party
that relates to the Premises or the Project.

                               32. ATTORNEYS' FEES

If Landlord places the enforcement of this Lease, or any part thereof, or the
collection of any Rent due, or to become due hereunder, or recovery of
possession of the Premises in the hands of an attorney, Tenant shall pay to
Landlord, upon demand, Landlord's reasonable attorneys' fees and court costs,
whether incurred without trial, at trial, appeal or review. In any action which
Landlord or Tenant brings to enforce its respective rights hereunder, the
unsuccessful party shall pay all costs incurred by the prevailing party
including reasonable attorneys' fees, to be fixed by the court, and said costs
and attorneys' fees shall be a part of the judgment in said action.

                                       16
<PAGE>

                           33. SUCCESSORS AND ASSIGNS

This Lease shall be binding upon and inure to the benefit of Landlord, its
successors and assigns, and shall be binding upon and inure to the benefit of
Tenant, its successors, and to the extent assignment is approved by Landlord as
provided hereunder, Tenant's assigns.

                                34. FORCE MAJEURE

If performance by a party of any portion of this Lease is made impossible by any
prevention, delay, or stoppage caused by strikes, lockouts, labor disputes, acts
of God, inability to obtain services, labor, or materials or reasonable
substitutes for those items, government actions, civil commotions, fire or other
casualty, or other causes beyond the reasonable control of the party obligated
to perform, performance by that party for a period equal to the period of that
prevention, delay, or stoppage is excused. Tenant's obligation to pay Rent,
however, is not excused by this Paragraph 34.

                            35. SURRENDER OF PREMISES

Tenant shall, upon expiration or sooner termination of this Lease, surrender the
Premises to Landlord in the same condition as existed on the commencement date
Tenant originally took possession thereof reasonable wear and tear expected.
Tenant shall remove all of its debris from the Project. At or before the time of
surrender, Tenant shall comply with the terms of Paragraph 12.A hereof with
respect to Alterations to the Premises and all other matters addressed in such
Paragraph. If the Premises are not so surrendered at the expiration or sooner
termination of this Lease, the provisions of Paragraph 25 hereof shall apply.
All keys to the Premises or any part thereof shall be surrendered to Landlord
upon expiration or sooner termination of the Term. Tenant shall give written
notice to Landlord at least thirty (30) days prior to vacating the Premises and
shall meet with Landlord for a joint inspection of the Premises at the time of
vacating, but nothing contained herein shall be construed as an extension of the
Term or as a consent by Landlord to any holding over by Tenant. In the event of
Tenant's failure to give such notice or participate in such joint inspection,
Landlord's inspection at or after Tenant's vacating the Premises shall
conclusively be deemed correct for purposes of determining Tenant's
responsibility for repairs and restoration. Any delay caused by Tenant's failure
to carry out its obligations under this Paragraph 35 beyond the term hereof,
shall constitute unlawful and illegal possession of Premises under Paragraph 25
hereof. Notwithstanding the foregoing provisions, Tenant shall remove all trade
fixtures and vacate the premises in broom clean condition.

                                   36. PARKING

     So long as Tenant is occupying the Premises, Tenant and Tenant's Parties
shall have the right to use up to the number of parking spaces, if any,
specified in the Basic Lease Information on an unreserved, nonexclusive, first
come, first served basis, for passenger-size automobiles, in the parking areas
in the Project designated from time to time by Landlord for use in common by
tenants of the Building. The parking rights granted under this Paragraph 36 are
personal to Tenant and are not transferable except upon the express written
consent of Landlord.

     Tenant may request additional parking spaces from time to time and if
Landlord in its sole discretion agrees to make such additional spaces available
for use by Tenant, such spaces shall be provided on a month-to-month unreserved
and nonexclusive basis (unless otherwise agreed in writing by Landlord), and
subject to such parking charges as Landlord shall determine, and shall otherwise
be subject to such terms and conditions as Landlord may require.

     Tenant shall at all times comply and shall cause all Tenant's Parties and
visitors to comply with all Regulations and any rules and regulations
established from time to time by Landlord relating to parking at the Project,
including any keycard, sticker or other identification or entrance system, and
hours of operation, as applicable.

      Landlord shall have no liability for any damage to property or other items
located in the parking areas of the Project, nor for any personal injuries or
death arising out of the use of parking areas in the Project by Tenant or any
Tenant's Parties. Without limiting the foregoing, if Landlord arranges for the
parking areas to be operated by an independent contractor not affiliated with
Landlord, Tenant acknowledges that Landlord shall have no liability for claims
arising through acts or omissions of such independent contractor. In all events,
Tenant agrees to look first to its insurance carrier and to require that
Tenant's Parties look first to their respective insurance carriers for payment
of any losses sustained in connection with any use of the parking areas.

     Landlord reserves the right to assign specific spaces, and to reserve
spaces for visitors, small cars, disabled persons or for other tenants or
guests, and Tenant shall not park and shall not allow Tenant's Parties to park
in any such assigned or reserved spaces. Tenant may validate visitor parking by
such method as Landlord may approve, at the validation rate from time to time
generally applicable to visitor parking. Landlord also reserves the right to
alter, modify, relocate or close all or any portion of the parking areas in
order to make repairs or perform maintenance service, or to restripe or renovate
the parking areas, or if required by casualty, condemnation, act of God,
Regulations or for any other reason deemed reasonable by Landlord.

                                37. MISCELLANEOUS

A.       GENERAL. The term "Tenant" or any pronoun used in place thereof shall
indicate and include the masculine or feminine, the singular or plural number,
individuals, firms or corporations, and their respective successors, executors,
administrators and permitted assigns, according to the context hereof.

B.       TIME. Time is of the essence regarding this Lease and all of its
provisions.

C.       CHOICE OF LAW. This Lease shall in all respects be governed by the laws
of the State of California.

D.       ENTIRE AGREEMENT. This Lease, together with its Exhibits, addenda and
attachments and the Basic Lease Information, contains all the agreements of the
parties hereto and supersedes any previous negotiations. There have been no
representations made by the Landlord or understandings made between the parties
other than those set forth in this Lease and its Exhibits, addenda and
attachments and the Basic Lease Information.

E.       MODIFICATION. This Lease may not be modified except by a written
instrument signed by the parties hereto. Tenant accepts the area of the Premises
as specified in the Basic Lease Information as the approximate area of the
Premises for all purposes under this Lease, and acknowledges and agrees that no
other definition of the area (rentable, usable or otherwise) of the Premises
shall apply. Tenant shall in no event be entitled to a recalculation of the
square footage of the Premises, rentable, usable or otherwise, and no
recalculation, if made, irrespective of its purpose, shall reduce Tenant's
obligations under this Lease in any manner, including without limitation the
amount of Base Rent payable by Tenant or Tenant's Proportionate Share of the
Building and of the Project.

                                       17
<PAGE>

F.       SEVERABILITY. If, for any reason whatsoever, any of the provisions
hereof shall be unenforceable or ineffective, all of the other provisions shall
be and remain in full force and effect.

G.       RECORDATION. Tenant shall not record this Lease or a short form
memorandum hereof.

H.       EXAMINATION OF LEASE. Submission of this Lease to Tenant does not
constitute an option or offer to lease and this Lease is not effective otherwise
until execution and delivery by both Landlord and Tenant.

I.       ACCORD AND SATISFACTION. No payment by Tenant of a lesser amount than
the total Rent due nor any endorsement on any check or letter accompanying any
check or payment of Rent shall be deemed an accord and satisfaction of full
payment of Rent, and Landlord may accept such payment without prejudice to
Landlord's right to recover the balance of such Rent or to pursue other
remedies. All offers by or on behalf of Tenant of accord and satisfaction are
hereby rejected in advance.

J.       EASEMENTS. Landlord may grant easements on the Project and dedicate for
public use portions of the Project without Tenant's consent; provided that no
such grant or dedication shall materially interfere with Tenant's Permitted Use
of the Premises. Upon Landlord's request, Tenant shall execute, acknowledge and
deliver to Landlord documents, instruments, maps and plats necessary to
effectuate Tenant's covenants hereunder.

K.       DRAFTING AND DETERMINATION PRESUMPTION. The parties acknowledge that
this Lease has been agreed to by both the parties, that both Landlord and Tenant
have consulted with attorneys with respect to the terms of this Lease and that
no presumption shall be created against Landlord because Landlord drafted this
Lease. Except as otherwise specifically set forth in this Lease, with respect to
any consent, determination or estimation of Landlord required or allowed in this
Lease or requested of Landlord, Landlord's consent, determination or estimation
shall be given or made solely by Landlord in Landlord's good faith opinion. If
Landlord fails to respond to any request for its consent within the time period,
if any, specified in this Lease, Landlord shall be deemed to have disapproved
such request.

L.       EXHIBITS. The Basic Lease Information, and the Exhibits, addenda and
attachments attached hereto are hereby incorporated herein by this reference and
made a part of this Lease as though fully set forth herein.

M.       NO LIGHT, AIR OR VIEW EASEMENT. Any diminution or shutting off of
light, air or view by any structure which may be erected on lands adjacent to or
in the vicinity of the Building shall in no way affect this Lease or impose any
liability on Landlord.

N.       NO THIRD PARTY BENEFIT. This Lease is a contract between Landlord and
Tenant and nothing herein is intended to create any third party benefit.

O.       QUIET ENJOYMENT. Upon payment by Tenant of the Rent, and upon the
observance and performance of all of the other covenants, terms and conditions
on Tenant's part to be observed and performed, Tenant shall peaceably and
quietly hold and enjoy the Premises for the term hereby demised without
hindrance or interruption by Landlord or any other person or persons lawfully or
equitably claiming by, through or under Landlord, subject, nevertheless, to all
of the other terms and conditions of this Lease. Landlord shall not be liable
for any hindrance, interruption, interference or disturbance by other tenants or
third persons, nor shall Tenant be released from any obligations under this
Lease because of such hindrance, interruption, interference or disturbance.

P.       COUNTERPARTS. This Lease may be executed in any number of counterparts,
each of which shall be deemed an original.

Q.       MULTIPLE PARTIES. If more than one person or entity is named herein as
Tenant, such multiple parties shall have joint and several responsibility to
comply with the terms of this Lease.

R.       PRORATIONS. Any Rent or other amounts payable to Landlord by Tenant
hereunder for any fractional month shall be prorated based on a month of 30
days. As used herein, the term "fiscal year" shall mean the calendar year or
such other fiscal year as Landlord may deem appropriate.

                                 38. FLOOD ZONE

Tenant acknowledges that the Premises may be subject to flooding hazards due to
the location of the building within a one hundred year flood plain. The
boundaries of the flood plain are described in the Preliminary Flood Insurance
Rate Map dated May 1, 1989 prepared b the Federal Emergency Management Agency
("FEMA") and the Preliminary Working Map dated January, 1989 prepared by the
U.S. Army Corps of Engineers (collectively, "Flood Maps"). The Flood Maps
indicate that the majority of the City and parts of the County of Sacramento lie
within a one hundred year flood plain. Property located in the flood plain may
be inundated in the event flooding occurs at a level reached on the average once
every one hundred years (a one percent chance of occurring in any given year).
Under the provisions of the National Flood Insurance Program, such property is
deemed subject to special flood hazards. Tenant expressly acknowledges and
assumes the risk that the Premises may be subject to flooding due to their
location in a one hundred year flood plain. Tenant unconditionally waives any
flood-related property damage claim asserting liability on the part of the
County of Sacramento or its officers, agents, or employees premised on the
issuance of a permit for the construction of tenant improvements within the
Premises, whether or not the issuance of such a permit is due to the negligence
of the County or its officers, agents or employees. Further, Tenant
unconditionally waives any flood related property damage claim against Landlord.
The term "claim" as used in this paragraph shall include all direct or class
actions or subrogation or inverse condemnation lawsuits brought by any person,
entity or governmental agency.

                  39. AFTER HOURS HEATING AND AIR CONDITIONING

Landlord, at Landlord's expense, shall furnish normal heating, ventilating and
air conditioning, (HVAC), electrical power and use of all other building
services and amenities Monday through Friday, from 7:00 a.m. to 6:00 p.m. during
generally recognized business days, as determined by Landlord.

Tenant acknowledges and agrees that Tenant's use of Premises outside of
generally recognized business days and hours imposes additional burden on the
project's janitorial services, fluorescent light tubes, HVAC and electrical
services, and other common area amenities. Accordingly, after hours use of
services will be made available and will be billed as an after hours rent
assessment. Such costs plus an administrative fee will be payable by Tenant to
Landlord upon demand. The hourly cost of after hours utilities is $20.00 per
hour during the initial year of the lease term and shall not increase at rates
greater than those charged by local utility companies serving the project.

                                       18
<PAGE>

                               40. TEMPORARY SPACE

During the construction period, which Landlord anticipates to be no more than
ninety (90) days from issuance of a building permit from the City of Sacramento,
Landlord shall provide space within the building to Tenant free of charge.
Should Tenant delay cause the tenant improvement work to exceed the initial
construction schedule, which shall be determined upon completion of the
construction drawings, Tenant shall be responsible for the rental obligation of
the then occupied space plus the rental obligation for Suite 107 at a rate equal
to $1.80 per square foot of the then occupied space.

                               41. SATELLITE DISH

1.       During the Term, Tenant shall have the nonexclusive right to install on
         the roof of the Building one (1) satellite dish(s) which is no more
         than thirty six (36) inches in diameter and does exceed fifty (50)
         pounds installed, which shall be enclosed by a screen and the
         nonexclusive right to run connecting lines or cables thereto from the
         Premises (such satellite dish/antennae and such connecting lines and
         related equipment herein referred to collectively as the "Equipment").
         Tenant shall not penetrate the roof in connection with any installation
         or reinstallation of the Equipment without Landlord's prior written
         consent, which may be withheld in Landlord's sole discretion. The plans
         and specifications for all the Equipment shall be delivered by Tenant
         to Landlord for Landlord's review and approval. Such plans and
         specifications, including, without limitation, the location of the
         Equipment, shall be approved by Landlord in writing prior to any
         installation. In no event shall the Equipment or any portion thereof be
         visible from street level. Prior to the commencement of any
         installation or other work performed on or about the Building, Landlord
         shall approve all contractors and subcontractors which shall perform
         such work. Tenant shall be responsible for any damage to the roof,
         conduit systems or other portions of the Building or Building systems
         as a result of Tenant's installation, maintenance and/or removal of the
         Equipment.

2.       Tenant, at Tenant's sole cost and expense, shall comply with all
         Regulations regarding the installation, construction, operation,
         maintenance and removal of the Equipment and shall be solely
         responsible for obtaining and maintaining in force all permits,
         licenses and approvals necessary for such operations.

3.       Tenant shall be responsible for and promptly shall pay all taxes,
         assessments, charges, fees and other governmental impositions levied or
         assessed on the Equipment or based on the operation thereof.

4.       Landlord may require Tenant, at Tenant's sole cost and expense, to
         relocate the Equipment during the Term to a location approved by
         Tenant, which approval shall not be unreasonably withheld, conditioned
         or delayed. Tenant shall not change the location of, or alter or
         install additional Equipment or paint any of the other Equipment
         without Landlord's prior written consent.

5.       Operation of the Equipment shall not interfere in any manner with
         equipment systems or utility systems of other tenants of the Project,
         including without limitation, telephones, dictation equipment,
         lighting, heat and air conditioning, computers, electrical systems and
         elevators. If operation of the Equipment causes such interference, as
         determined by Landlord in Landlord's reasonable discretion, Tenant
         immediately shall suspend operation of the Equipment until Tenant
         eliminates such interference.

6.       Tenant shall maintain the Equipment in good condition and repair, at
         Tenant's sole cost and expense. Landlord may from time to time require
         that Tenant repaint the satellite dishes at Tenant's expense to keep
         the same in an attractive condition. In the event that Tenant fails to
         repair and maintain the Equipment in accordance with this Lease,
         Landlord may, but shall not be obligated to, make any such repairs or
         perform any maintenance to the Equipment and Tenant shall reimburse
         Landlord upon demand for all costs and expenses incurred by Landlord in
         connection therewith, plus a reasonable administrative fee.

7.       Tenant may access the roof for repair and maintenance of the Equipment,
         only during normal business hours, on not less than 24 hours prior
         written notice to Landlord. Tenant shall designate in writing to
         Landlord all persons whom Tenant authorizes to have access to the roof
         for such purposes. Upon such designation and prior identification to
         Landlords' building security personnel, such authorized persons shall
         be granted access to the roof by Landlord's building engineer. Tenant
         shall be responsible for all costs and expenses incurred by Landlord in
         connection with Tenant's access to the roof pursuant to this Paragraph.
         Landlord or Landlord's agent may accompany Tenant during such access.

8.       Tenant shall indemnify, defend, protect and hold harmless Landlord from
         and against any and all claims related to the Equipment or operation of
         the same as if the Equipment were located wholly within the Premises.
         Tenant shall provide evidence satisfactory to Landlord that Tenant's
         property and liability insurance policies required under this Lease
         include coverage for the Equipment and any claim, loss, damage, or
         liability relating to the Equipment.

9.       Landlord shall have no responsibility or liability whatsoever relating
         to (i) maintenance or repair of the Equipment, (ii) damage to the
         Equipment; (iii) damage to persons or property relating to the
         Equipment or the operation thereof; or (iv) interference with use of
         the Equipment arising out of utility interruption or any other cause,
         except for injury to persons or damage to property caused solely by the
         active negligence or intentional misconduct of Landlord, its agents or
         any other parties related to Landlord. In no event shall Landlord be
         responsible for consequential damages. Upon installation of the
         Equipment, Tenant shall accept the area where the Equipment is located
         in its "as is" condition. Tenant acknowledges that the roof location of
         the Equipment is suitable for Tenant's needs, and acknowledges that
         Landlord shall have no obligation whatsoever to improve, maintain or
         repair the area in which the Equipment will be installed.

10.      Tenant shall use the Equipment solely for Tenant's operations
         associated with the Permitted Use and within Tenant's Premises and
         shall not use or allow use of the Equipment, for consideration or
         otherwise, for the benefit of other tenants in the Building or any
         other person or entity.

11.      Tenant shall, at Tenant's sole cost and expense, remove such portions
         of the Equipment as Landlord may designate upon the expiration or
         earlier termination of this Lease, and restore the affected areas to
         their condition prior to installation of the Equipment. If Tenant fails
         to so remove the Equipment, Landlord reserves the right to do so, and
         the expense of the same shall be immediately due and payable from
         Tenant to Landlord as additional rent, together with interest and late
         charges as provided in this Lease, plus a reasonable administrative
         fee.

                               42. OPTION TO RENEW

Tenant shall, provided this Lease is in full force and effect and Tenant is not
and has not been in default more than two times during any twelve month period
under any of the terms and conditions of this Lease, have one successive option
to renew this Lease for a term of five

                                       19
<PAGE>

(5) years each, for the Premises in "as is" condition and on the same terms and
conditions set forth in this Lease, except as modified by the terms, covenants
and conditions set forth below:

(1)      If Tenant elects to exercise such option, then Tenant shall provide
         Landlord with written notice no earlier than the date which is 270 days
         prior to the expiration of the then current term of this Lease, but no
         later than 5:00 p.m. (Pacific Standard Time) on the date which is 180
         days prior to the expiration of the then current term of this Lease. If
         Tenant fails to provide such notice, Tenant shall have no further or
         additional right to extend or renew the term of this Lease.

(2)      The Base Rent in effect at the expiration of the then current term of
         this Lease shall be increased to reflect the current fair market rental
         for comparable space in the Building or Project and in other similar
         buildings in the same rental market as of the date the renewal term is
         to commence, taking into account the specific provisions of this Lease
         which will remain constant, and the Building amenities, location,
         identity, quality, age, condition, term of lease, tenant improvements,
         services provided, and other pertinent items.

 (3)     Landlord shall advise Tenant of the new Base Rent for the Premises for
         the applicable renewal term based on Landlord's determination of fair
         market rental value, as well as the terms and conditions for the
         renewal term, no later than fifteen (15) days after receipt of notice
         of Tenant's exercise of its option to renew.

(4)      Landlord and Tenant shall negotiate in good faith to agree on the fair
         market rental value of the Premises and terms and conditions for each
         renewal term. If Tenant and Landlord are unable to agree on a mutually
         acceptable rental rate for any renewal term within thirty (30) days
         after notification by Landlord to Tenant of Landlord's determination of
         the new Base Rent for the applicable renewal term, but in any event no
         later than the date which is ninety (90) days prior to the expiration
         of the then current term, then on or before such date Landlord and
         Tenant shall each appoint a licensed real estate broker with at least
         ten (10) year's experience in leasing office space in the area in which
         the Building is located to act as arbitrators. The two (2) arbitrators
         so appointed shall determine the fair market rental value for the
         Premises for the applicable renewal term based on the above criteria
         and each shall submit his or her determination of such fair market
         rental value to Landlord and Tenant in writing, within sixty (60) days
         after their appointment.

         If the two (2) arbitrators so appointed cannot agree on the fair market
         rental value for the applicable renewal term within such 60-day period,
         the two (2) arbitrators shall within five (5) days thereafter appoint a
         third arbitrator who shall be a licensed real estate broker with at
         least ten (10) year's experience in leasing office space in the area in
         which the Building is located. The third arbitrator so appointed shall
         independently determine the fair market rental value for the Premises
         for the renewal term within thirty (30) days after appointment, by
         selecting from the proposals submitted by each of the first two
         arbitrators the one that most closely approximates the third
         arbitrator's determination of such fair market rental value. The third
         arbitrator shall have no right to adopt a compromise or middle ground
         or any modification of either of the proposals submitted by the first
         two arbitrators. The proposal chosen by the third arbitrator as most
         closely approximating the third arbitrator's determination of the fair
         market rental value shall constitute the decision and award of the
         arbitrators and shall be final and binding on the parties.

         Each party shall pay the fees and expenses of the arbitrator appointed
         by such party and one-half (1/2) of the fees and expenses of the third
         arbitrator. Notwithstanding the foregoing, in the event the Base Rent
         is found to be within five percent (5%) of the original rate quoted by
         Landlord, then Tenant shall bear the full cost of the arbitration
         process.

         If either party fails to appoint an arbitrator, or if either of the
         first two arbitrators fails to submit his or her proposal of fair
         market rental value to the other party, in each case within the time
         periods set forth above, then the decision of the other party's
         arbitrator shall be considered final and binding.

         In the event the third arbitrator fails to present a fair market rental
         value within such 30-day period, then by mutual consent of the Landlord
         and Tenant:

(a)      the time period will be extended, or

(b)      If either Landlord or Tenant do not wish to extend the time period, a
         fourth arbitrator shall be selected by the first two arbitrators and a
         new thirty (30) day period shall begin.

(5)      Notwithstanding anything to the contrary contained in this Paragraph,
         in no event shall the Base Rent for any renewal term be less than the
         Base Rent in effect at the expiration of the previous term plus expense
         escalations over the previous years. In addition, Landlord shall have
         no obligation to provide or pay for any tenant improvements or
         brokerage commissions during any renewal term.

(6)      Tenant's right to exercise any option(s) to renew under this Paragraph
         shall be conditioned upon Tenant occupying the entire Premises and the
         same not being occupied by any assignee, subtenant or licensee other
         than Tenant or its Affiliate as defined in Paragraph 20 A.3 at the time
         of exercise of any option and commencement of the renewal term.
         Tenant's exercise of the option to renew shall constitute a
         representation by Tenant to Landlord that as of the date of exercise of
         the option and the commencement of the renewal term, Tenant does not
         intend to seek to assign this Lease in whole or in part, or sublet all
         or any portion of the Premises.

(7)      Any exercise by Tenant of any option to renew under this Paragraph
         shall be irrevocable. If requested by Landlord, Tenant agrees to
         execute a lease amendment or, at Landlord's option, a new lease
         agreement on Landlord's then standard lease form for the Building,
         reflecting the foregoing terms and conditions, prior to the
         commencement of the renewal term. The option(s) to renew granted under
         this Paragraph is/are not transferable; the parties hereto acknowledge
         and agree that they intend that each option to renew this Lease under
         this Paragraph shall be "personal" to the specific Tenant named in this
         Lease and that in no event will any assignee or sublessee have any
         rights to exercise such option(s) to renew. Except an Affiliate as
         defined in 20.A.3.

                              43. EXPANSION OPTION

Provided Tenant is not, and has not been, in default if its obligations under
this Lease, if Landlord receives an offer to lease any portion of suite 200,
which consists of approximately 10,096 rentable square feet for a lease term
(including renewal option) greater than three [3] years, Tenant shall have a one
time first right of refusal to lease such premises, or any part thereof,
notwithstanding provisions to the contrary in this Paragraph.

                                       20
<PAGE>

In the event Landlord receives a bona fide offer to lease from an initial third
party for a lease term exceeding 3 years from receipt of such notice, Landlord
will notify Tenant and Tenant shall have 48 hours to notify Landlord of Tenant's
desire to exercise its first right of refusal, on the same terms and conditions
as the offer to lease that Landlord has received. In the event Tenant fails to
give Landlord notice of Tenant's election to lease the adjacent space within
such time period, Landlord shall be free to lease the premises to a third party
and Tenant shall have no further right, title or interest in such additional
space and this first right of refusal shall terminate. If, on the other hand,
Tenant exercises its first right of refusal in the manner provided above, Tenant
shall immediately deliver to Landlord payment for the first month's rent and
security deposit for the expansion premises (in the same manner as provided for
in this Lease), and the lease of such expansion premises shall be consummated
without delay in accordance with the terms set forth in the lease offer. Such
expansion premises shall be leased to Tenant in "as is" condition and Landlord
shall have no obligation to improve such expansion premises or grant Tenant any
improvement allowance thereon.

Notwithstanding anything to the contrary herein contained, Tenant's right to the
expansion premises shall be conditioned upon the following: (i) at the time
Tenant agrees to accept the expansion premises and at the time of the
commencement of the term for the expansion premises, Tenant shall be in
possession of and occupying the primary premises for the conduct of its business
therein and the same shall not be occupied by any assignee, subtenant or
licensee and, provided further, that the option for additional space shall be
applicable hereunder only if the expansion premises will actually be occupied by
Tenant and (ii) the agreement of acceptance shall constitute a representation by
Tenant to Landlord, effective as of the date of the agreement of acceptance and
as of the date of commencement of the lease for the expansion premises, that
Tenant does not intend to assign the lease for the expansion premises, in whole
or in part or sublet all or any portion of the Premises, the election to expand
being for the purpose of utilizing the expansion premises for Tenant's purposes
in the conduct of Tenant's business therein.

                              44. JURY TRIAL WAIVER

EACH PARTY HERETO (WHICH INCLUDES ANY ASSIGNEE, SUCCESSOR HEIR OR PERSONAL
REPRESENTATIVE OF A PARTY) SHALL NOT SEEK A JURY TRIAL, HEREBY WAIVES TRIAL BY
JURY, AND HEREBY FURTHER WAIVES ANY OBJECTION TO VENUE IN THE COUNTY IN WHICH
THE BUILDING IS LOCATED, AND AGREES AND CONSENTS TO PERSONAL JURISDICTION OF THE
COURTS OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IN ANY ACTION OR
PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER ON ANY
MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE
RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES,
OR ANY CLAIM OF INJURY OR DAMAGE, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY
STATUTE, EMERGENCY OR OTHERWISE, WHETHER ANY OF THE FOREGOING IS BASED ON THIS
LEASE OR ON TORT LAW. EACH PARTY REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO
CONSULT WITH LEGAL COUNSEL CONCERNING THE EFFECT OF THIS PARAGRAPH 44. THE
PROVISIONS OF THIS PARAGRAPH 44 SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS LEASE.

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day
and the year first above written.

                                    LANDLORD

                                    Spieker Properties, L.P.,
                                    a California limited partnership

                                    By: Spieker Properties, Inc.,
                                        a Maryland corporation,
                                        its general partner


                                        By: /s/ PETER C. THOMPSON
                                            -------------------------------
                                            Peter C. Thompson
                                      Its:  Senior Vice President

                                      Date: 4/27/2000
                                            -------------------------------

                                    TENANT

                                    American River Bank,
                                    a commercial bank organized under the laws
                                    of the State of California


                                    By: /s/ WILLIAM L. YOUNG
                                        --------------------------------
                                        William L. Young
                                  Its:  Chief Executive Officer

                                  Date: --------------------------------