STANDARD OFFICE LEASE-GROSS

                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1.  BASIC LEASE PROVISIONS ("Basic Lease Provisions")

       1.1 PARTIES: This Lease, dated, for reference purposes only,____ January
31, 2000_______ is made by and between Bradshaw Plaza Group (herein called
"Lessor") and American River Bank doing business under the name of American
River Bank herein called "Lessee").

       1.2 PREMISES: Suite Number(s)___100___ (floors, consisting of
approximately 4,590 feet more or less as defined in paragraph 2 and as shown on
Exhibit "A" hereto (the "Premises").

       1.3 BUILDING: Commonly described as being located at 9750 BUSINESS PARK
DRIVE
In the City of   Sacramento
County of        Sacramento
State of California as more particularly described in Exhibit A-1 hereto, and
as defined in paragraph 2.

       1.4 USE: General Office and Commercial Banking Operations
subject to paragraph 6.

       1.5 TERM: 84 months commencing December 1, 1999 ("Commencement Date")and
ending November 30, 2006, as defined in Paragraph 3.

       1.6 BASE RENT; See Addendum per month, payable on the 1st day of each
month per paragraph 4.1

       1.7 BASE RENT INCREASE: On see Addendum the monthly Base Rent payable
under paragraph 1.6 above shall be adjusted as provided in paragraph 4.3 below.

       1.8 RENT PAID UPON EXECUTION; N/A for _________________________________

       1.9  SECURITY DEPOSIT -  N/A

       1.10 Lessee's Share of Operating Expense increase: 6.63% as defined in
paragraph 4.2.

2.  PREMISES, PARKING AND COMMON AREAS.

       2.1 PREMISES: The Premises are a portion of a building, herein sometimes
referred to as the "Building" identified in paragraph 1.3 of the Basic Lease
Provisions. "Building" shall include adjacent parking structures used in
connection therewith. The Premises, the Building, the Common Areas, the land
upon which the same are located, along with all other buildings and Improvements
thereon or thereunder, are herein collectively referred to a as the "Office
Building Project" Lessor hereby leases to Lessee and Lessee leases from Lessor
for the term, at the rental, and upon all of the conditions t forth herein, the
real property referred to in the Basic Lease Provisions, paragraph 1.2, as the
"Premises:' Including rights to the Common Areas as hereinafter specified.

       2.2   DELETED BY MUTUAL AGREEMENT.

       2. 2.1 If Lessee commits, permits or allows any of the prohibited
activities described in the Lease or the rules then In effect, then Lessor shall
have the right, without notice, in addition to such other rights and remedies
that it may have, to remove or tow away the vehicle involved and charge the cost
to Lessee, which cost shall be immediately payable upon demand by lessor.

       2.2.2  DELETED BY MUTUAL AGREEMENT.

       2.3 COMMON AREAS-DEFINITION. The term "Common Areas" is defined as all
areas and facilities outside the Premises and within the exterior boundary line
of the Office Building Project that are provided and designated by the Lessor
from time to time for the general non-exclusive use of Lessor, Lessee and of
other lessees of the Office Building Project and their respective employees,
suppliers, shippers, customers and invitees, Including but not limited to common
entrances, lobbies, corridors,

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stairways and stairwells. public restrooms, elevators, escalators, parking areas
to the extent not otherwise prohibited by this Lease, loading and unloading
areas, trash areas, roadways, sidewalks, walkways, parkways, ramps, driveways,
landscaped areas and decorative walls.

       2.4 COMMON AREAS-RULES AND REGULATIONS. Lessee agrees to abide by and
conform to the rules and regulations attached hereto as Exhibit 8 with respect
to the Office Building Project and Common Areas, and to cause its employees,
suppliers, shippers, customers, and Invitees to so abide and conform. Lessor or
such other person(s) as Lessor may appoint shall have the exclusive control and
management of the Common Areas and shall have the right, from time to time, to
modify amend and enforce said rules and regulations. Lessor shall not be
responsible to Lessee for the noncompliance with said rules and regulations by
other lessees, their agents, employees and Invitees of the Office Building
Project.

       2.5 COMMON AREAS-CHANGES. Lessor shall have the right, in Lessor's sole
discretion, from time to time:

         (a) To make changes to the Building Interior and exterior and Common
Areas, including, without limitation, changes in the location, size, shape,
number, and appearance thereof, including but not limited to the lobbies,
windows, stairways, air shafts, elevators, escalators, restrooms, driveways.
entrances, parking spaces, parking areas, loading and unloading areas, Ingress,
egress, direction of traffic, decorative walls, landscaped areas and walkways;
provided, however, Lessor shall at all times provide the parking facilities
required by applicable law;
         (b) To close temporarily any of the Common Areas for maintenance
purposes so long as reasonable access to the Premises remains available;
         (c) To designate other land and improvements outside the boundaries of
the Office Building Project to be a part of the Common Areas, provided that such
other land and Improvements have a reasonable and functional relationship to the
Office Building Project;
         (d) To add additional buildings and Improvements to the Common Areas;
         (e) To use the Common Areas while engaged in making additional
improvements. repairs or alterations to the office Building Project, or any
portion thereof;
         (f) To do and perform such other acts and make such other changes In,
to or with respect to the Common Areas and Office Building Project as Lessor
may, In the exercise of sound business judgment deem to be appropriate.

3.  TERM.

       3.1 TERM. The term and Commencement Date of this Lease shall be as
specified In paragraph 1.5 of the Basic Lease Provisions.

       3.2 DELAY IN POSSESSION. Notwithstanding said Commencement Date, if for
any reason Lessor cannot deliver possession of the Premises to Lessee on said
date and subject to paragraph 3.2.2, Lessor shall not be subject to any
liability therefor, nor shall such failure affect the validity of this Lease or
the obligations of Lessee hereunder or extend the term hereof; but, In such
case, Lessee shall not be obligated to pay rent or perform any other obligation
of Lessee under the terms of this Lease, except as may be otherwise provided in
this Lease, until possession of the Premises is tendered to Lessee, as
hereinafter defined; provided, however. that if Lessor shall not have delivered
possession of the Premises within sixty (60) days following said Commencement
Date, as the same may be extended under the terms of a Work Letter executed by
Lessor and Lessee, Lessee may, at Lessee's option by notice in writing to Lessor
within ten (10 days thereafter, cancel this Lease, in which event the parties
shall be discharged from all obligations hereunder, provided, however, that, as
to Lessee's obligation, Lessee first reimburses Lessor for all costs incurred
for Non-Standard improvements and, as to Lessor's obligation, Lessor shall
return any money previously deposited by lessee (less any offsets due Lessor for
Non-Standard improvements); and provided further, that if such written notice by
Lessee is not received by lessor within said ten (10) day period, lessee's right
to cancel this Lease hereunder shall terminate and be of no further force or
effect.

       3.2.1 POSSESSION TENDERED - DEFINED. Possession of the Premises shall be
deemed tendered to Lessee ("Tender of Possession") when (1) the improvements to
be provided by Lessor under this Lease are substantially completed, (2) the
Building utilities are ready for use in the Premises, (3) lessee has reasonable
access to the Premises, and (4) ten (10) days shall have expired following
advance written notice to Lessee of the occurrence of the matters described in
(1), (2) and (3), above of this paragraph 3.2.1.

       3.2.2 DELAYS CAUSED BY LESSEE. There shall be no abatement of rent, and
the sixty (60) day period following the Commencement Date before which Lessee's
right to cancel this Lease accrues under paragraph 3.2, shall be deemed extended
to the extent of any delays caused by acts or omissions of Lessee, Lessee's
agents, employees and contractors.

       3.3 EARLY POSSESSION. If Lessee occupies the Premises prior to said
Commencement Date, such occupancy shall be subject to all provisions of this
Lease, such occupancy shall not change the termination date, and lessee shall
pay rent for such occupancy.

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       3.4 UNCERTAIN COMMENCEMENT. In the event commencement of the Lease term
is defined as the completion of the improvements, Lessee and Lessor shall
execute an amendment to this Lease establishing the date of Tender of Possession
(as defined in paragraph 3.2.1) or the actual taking of possession by Lessee,
whichever first occurs, as the Commencement Date.

4.  RENT

       4.1 BASE RENT. Subject to adjustment as hereinafter provided in paragraph
4.3 and except as may be otherwise expressly provided in this Lease, Lessee
shall pay to Lessor the Base Rent for the Premises set forth in paragraph 1.6 of
the Basic Lease Provisions, without offset or deduction. Lessee shall pay Lessor
up[on execution hereof the advance Base Rent described in paragraph 1.8 of the
Basic Lease Provisions. Rent for any period during the term hereof which is for
less than one month shall be prorated based upon the actual number of days of
the calendar month involved. Rent shall be payable in lawful money of the United
States to Lessor at the address stated herein or to such other persons or at
such other places as Lessor may designate in writing.

       4.2 OPERATING EXPENSE INCREASE. Lessee shall pay to Lessor during the
term hereof, in addition to the Base Rent, lessee's Share, as hereinafter
defined, of the amount by which all Operating Expenses, as hereinafter defined,
for each Comparison Year exceeds the amount of all Operating Expenses for the
Base Year, such excess being hereinafter referred to as the "Operating Expense
Increase," in accordance with the following provisions:

         (a) "Lessee's Share" is defined for purposes of this Lease, as the
percentage set forth in paragraph 1.10 of the Basic Lease Provisions, which
percentage has been determined by dividing the approximate square footage of the
Premises by the total approximate square footage of the rentable space contained
in the Office Building Project. It is understood and agreed that the square
footage of the rentable space contained in the Office Building project. It is
understood and agreed that the square footage figures set forth in the Basic
lease Provisions are approximations which lessor and Lessee agree are reasonable
and shall not be subject to revision except in connection with an actual change
in the size of the premises or a change in the space available for lease in the
Office Building Project.
         (b) "Base Year" is defined as the calendar year 2000.
         (c) "Comparison Year" is defined as each calendar year during the term
of this Lease subsequent to the Base Year; provided, however, Lessee shall have
no obligation to pay a share of the Operating Expense Increase applicable to the
first twelve (12) months of the Lease Term (other than such as are mandated by a
governmental authority, as to which government mandated expenses lessee shall
pay Lessee's Share, notwithstanding they occur during the first twelve (12)
months). Lessee's Share of the Operating Expense increase for the first and last
Comparison Years of the Lease Term shall be prorated according to that portion
of such Comparison Year as to which lessee is responsible for a share of such
increase.
          (d) "Operating Expenses" is defined, for purposes of this Lease, to
include all costs, if any, incurred by lessor in the exercise of its reasonable
discretion, for:
             (i) The operation, repair, maintenance, and replacement, in neat,
clean, safe, good order and condition, of the Office Building project, including
but not limited to the following:
                   (aa) The Common Areas, including their surfaces, coverings,
decorative items, carpets, drapes and window coverings, and including parking
areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways,
stairways, parkways, driveways, landscaped areas, striping, bumpers, irrigation
systems, Common Area lighting facilities, building exteriors and roofs, fences
and gates;
                   (bb) All heating, air conditioning, plumbing, electrical
systems, life safety equipment, telecommunication and other equipment used in
common by, or for the benefit of, lessees or occupants of the Office Building
Project, including elevators and escalators, tenant directories, fire detection
systems including sprinkler system maintenance and repair.
             (ii) Trash disposal, common area janitorial and security
services;
             (iii)Any other service to be provided by Lessor that is elsewhere
in this Lease stated to be an "Operating Expense";
             (iv) The cost of the premiums for the liability and property
insurance policies to be maintained by Lessor under paragraph 8 hereof;
             (v)  The amount of the real property taxes to be paid by Lessor
under paragraph 10.1 hereof;
             (vi) The cost of water, sewer, gas, electricity, and other publicly
mandated services to the Office Building Project;
             (vii)Labor, salaries and applicable fringe benefits and costs,
materials, supplies and tools, used in maintaining and/or cleaning the Office
Building Project and accounting and a management fee attributable to the
operation of the Office Building Project;
             (viii)Replacing and/or adding improvements mandated by any repairs
or removals necessitated thereby amortized over its useful life according to
Federal income tax regulations or guidelines for depreciation thereof (including
interest on the unamoritized balance as is then reasonable in the judgment of
Lessor's accountants);
             (ix) Replacements of equipment or improvements that have a useful
life for depreciation purposes according to Federal income tax guidelines of
five (5) years or less, as amortized over such life.

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         (e) Operating Expenses shall not include the costs of replacements of
equipment or improvements that have a useful life for Federal income tax
purposes in excess of five (5) years unless it is of the type described in
paragraph 4.2(d)(viii), in which case their cost shall be included as above
provided.
         (f) Operating Expenses shall not include any expenses paid by any
lessee directly to third parties, or as to which Lessor is otherwise reimbursed
by any third party, other tenant or by insurance proceeds.
         (g) Lessee's Share of Operating Expense Increase shall be payable by
Lessee within ten (10) days after reasonably detailed statement of actual
expenses is presented to lessee by Lessor At Lessor's operation, however, an
amount may be estimated by Lessor from time to time in advance of Lessee's Share
of the Operating Expense increase for any Comparison Year, and the same shall be
payable monthly or quarterly, as Lessor shall designate, during each Comparison
Year of the Lease term, on the same day as the Base Rent is due hereunder. In
the event that Lessee pays Lessor's estimate of Lessee's Share of Operating
Expense Increase as aforesaid, Lessor shall deliver to Lessee within sixty (60)
days after the expiration of each Comparison Year a reasonably detailed
statement showing Lessee's Share of the actual Operating Expense increase
incurred during such year. If Lessee's payments under this paragraph 4.2(g)
during said comparison Year exceed Lessee's Share as indicated on said
statement, lessee shall be entitled to credit the amount of such overpayment
against Lessee's Share of Operating Expense Increase next falling due. If
Lessee's payments under this paragraph during said comparison Year were less
than Lessee's Share as indicated on said statement, Lessee shall pay to Lessor
the amount of the deficiency within ten (10) days after delivery by Lessor to
Lessee of said statement. Lessor and Lessee shall forthwith adjust between them
by cash payment any balance determined to exist with respect to that portion of
the last Comparison Year for which Lessee is responsible as to Operating Expense
increases, notwithstanding that the Lease term may have terminated before the
end of such Comparison Year.

4.3 RENT INCREASE.

       4.3.1  -  4.3.3   DELETED BY MUTUAL AGREEMENT.

       4.3.4 Lessee shall continue to pay the rent at the rate previously In
effect until the Increase, if any, is determined. Within five (5) days following
the date on which the increase is determined, Lessee shall make such payment to
Lessor as will bring the increased rental current, commencing wing the effective
dale of such increase through the date of any rental installments then due.
Thereafter the rental shall be paid at the increased rate.

       4.3.5 At such time as the amount of any change in rental required by this
Lease is known or determined, Lessor and Lessee shall execute an amendment to
this Lease setting forth such change.

5.  SECURITY DEPOSIT. Lessee shall deposit with Lessor upon execution hereof the
security deposit set forth in paragraph 1.9 of the Basic Lease Provisions as
security for Lessee's faithful performance of Lessee's obligations hereunder. If
Lessee falls to pay rent or other charges due hereunder, or otherwise defaults
with respect to any provision of this Lease, Lessor may use, apply or retain all
or any portion of said deposit for the payment of any rent or other charge In
default for the payment of any other sum to which Lessor may become obligated by
reason of Lessee's default, or to compensate Lessor for any loss or damage which
Lessor may suffer thereby. If Lessor so uses or applies all or any portion of
said deposit, Lessee shall within ten (10) days after written demand therefor
deposit cash with Lessor In an amount sufficient to restore said deposit to the
full amount then required of Lessee. If the monthly Base Rent shall, from time
to time, increase during the term of this Lease, Lessee shall, at the time of
such increase, deposit with Lessor additional money as a security deposit so
that the total amount of the security deposit held by Lessor shall at all times
bear the same proportion to the then current Base Rent as the initial security
deposit bears to the initial Base Rent set forth In paragraph 1.6 of the Basic
Lease Provisions. Lessor shall not be required to keep said security deposit
separate from its general accounts. If Lessee performs all of Lessee's
obligations hereunder, said deposit, or so much thereof as has not heretofore
been applied by Lessor, shall be returned, without payment of interest or other
increment for its use, to Lessee (or, at Lessor's option, to the last assignee,
it any, of Lessee's interest hereunder) at the expiration of the term hereof,
and after Lessee has vacated the Premises. No trust relationship is created
herein between Lessor and Lessee with respect to said Security Deposit.

6.  USE.

       6.1 USE. The Premises shall be used and occupied only for the purpose set
forth in paragraph 1.4 of the Basic Lease Provisions or any other use which Is
reasonably comparable to that use and for no other purpose.

       6.2  COMPLIANCE WITH LAW

         (a) Lessor warrants to Lessee that the Premises, in the state existing
on the date that the Lease term commences, but without regard to alterations or
improvements made by Lessee or the use for which Lessee will occupy the
Premises, does not violate any covenants or restrictions of record, or any
applicable building code, regulation or ordinance in effect on such Lease

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term Commencement Date In the event it Is determined that this warranty has been
violated, then it shall be the obligation of the Lessor, after written notice
from Lessee, to promptly, at Lessor's sole cost and expense, rectify any such
violation.
         (b) Except as provided in paragraph 6.2(a) Lessee shall, at Lessee's
expense, promptly comply with all applicable statutes, ordinances, rules,
regulations, orders, covenants and restrictions of record, and requirements of
any fire insurance underwriters or rating bureaus, now in effect or which may
hereafter come into effect, whether or not they reflect a change in policy from
that now existing, during the term or any part of the term hereof, relating in
any manner to the Premises and the occupation and use by Lessee of the Premises.
Lessee shall conduct its business in a lawful manner and shall not use or permit
the use of the Premises or the Common Areas In any manner that will tend to
create waste or a nuisance or shall tend to disturb other occupants of the
Office Building Project.

       6.3  CONDITION OF PREMISES.

         (a) Lessor shall deliver the Premises to Lessee in clean condition on
the Lease Commencement Date (unless Lessee is already in possession) and Lessor
warrants to Lessee that the plumbing, lighting, air conditioning, and heating
system in the Premises shall be in good operating condition. In the event that
It is determined that this warranty has been violated, then it shall be the
obligation of Lessor, after receipt of written notice from Lessee setting forth
with specificity the nature of the violation, to promptly, at Lessor's sole
cost, rectify such violation.
         (b) Except as otherwise provided in this Lease, Lessee hereby accepts
the Premises and the Office Building Project in their condition EXISTING AS of
the Lease Commencement Date or the date that Lessee takes possession of the
Premises, whichever is earlier, subject to all applicable ZONING, municipal,
county and state laws, ordinances and regulations governing and regulating the
use of the Premises, and any easements, covenants or restrictions of record, and
accepts this Lease subject thereto and to all matters disclosed thereby and by
any exhibits attached hereto. Lessee acknowledges that it has satisfied itself
by its own independent investigation that the Premises are suitable for its
intended use, and that neither Lessor nor Lessor's agent or agents has made any
representation or warranty as to the present or future suitability of the
Premises, Common Areas, or Office Building Project for the conduct of Lessee's
business.

7.  MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA SERVICES.

       7.1 LESSOR'S OBLIGATIONS. Lessor shall keep the Office Building Project,
including the Premises. Interior and exterior windows, walls, roof, and common
area and the equipment whether used exclusively for the Premises or in common
with other premises, in good condition and repair; provided, however, Lessor
shall not be obligated to paint, repair or replace wall coverings, or to repair
or replace any improvements that are not ordinarily a part of the Building or
are above then Building standards. Except as provided in paragraph 9.5, there
shall be no abatement of rent or liability of Lessee on account of any injury or
interference with Lessee's business with respect to any improvements,
alterations or repairs made by Lessor to the Office Building Project or any part
thereof. Lessee expressly waives the benefits of any statute now or hereafter in
effect which would otherwise afford Lessee the right to make repairs at Lessor's
expense.

       7.2. LESSEE'S OBLIGATIONS.

         (a) Notwithstanding Lessor's obligation to keep the Premises in good
condition and repair, Lessee shall be responsible for payment of the cost
thereof to Lessor as additional rent for that portion of the cost of any
maintenance and repair of the Premises, or any equipment (wherever located) that
serves only Lessee or the Premises, to the extent such cost is attributable to
causes beyond normal wear and tear. Lessee shall be responsible for the cost of
painting, repairing or replacing wall coverings, and to repair or replace any
Premises improvements that are not ordinarily a part of the Building or that are
above then Building standards. Lessor may, at its option, upon reasonable
notice, elect to have Lessee perform any particular such maintenance or repairs
the cost of which is otherwise Lessee's responsibility hereunder.
         (b) On the last day of the term hereof, or on any sooner termination,
Lessee shall surrender the Premises to Lessor in the same condition as received,
ordinary wear and tear excepted, clean and free of debris. Any damage or
deterioration of the Premises shall not be deemed ordinary WEAR and tear if the
same could have been prevented by good maintenance practices by Lessee. Lessee
shall repair any damage to the Premises occasioned by the installation or
removal of Lessee's trade fixtures, alterations, furnishings and equipment.
Except as otherwise stated in this Lease, Lessee shall leave the air lines,
power panels, electrical distribution systems, lighting fixtures, air
conditioning, window coverings, wall coverings, carpets, wall ling, ceilings and
plumbing on the Premises and in good operating condition. (Note: Lessor, at its
sole discretion, reserves the right to have Lessee remove the bank vault at
Lessee's cost and expense, without the requirement of restoring walls enclosing
vault.)

       7.3  ALTERATIONS AND ADDITIONS.

         (a) Lessee shall not, without Lessor's prior written consent make any
alterations, improvements, additions, Utility Installations or repairs In, on or
about the Premises, or the Office Building Project. As used in this paragraph
7.3 the term
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"Utility Installation" shall mean carpeting, window and wall coverings, power
panels, electrical distribution systems, lighting fixtures, air conditioning,
plumbing, and telephone and telecommunication wiring and equipment. At the
expiration of the term, Lessor may require the removal of any or all of said
alterations, improvements, additions or Utility Installations, and the
restoration of the Premises and the Office Building Project to their prior
condition, at Lessee's expense. (Note: With the initial improvements
substantially in place, Tenant shall not be required under any circumstances to
return space to shell condition.) Should Lessor permit Lessee to make its own
alterations, improvements. additions or Utility Installations, Lessee shall use
only such contractor as has been expressly approved by Lessor, and Lessor may
require Lessee to provide Lessor, at Lessee's sole cost and expense, a lien and
completion bond in an amount equal to one and one-half times the estimated cost
of such improvements, to Insure Lessor against any liability for mechanic's and
materialmen's liens and to insure completion of the work. Should Lessee make any
alterations, improvements, additions or Utility Installations without the prior
approval of Lessor, or use a contractor not expressly approved by Lessor, Lessor
may, at any time during the term of this Lease, require that Lessee remove any
part or all of the same.
         (b) Any alterations, improvements, additions or Utility Installations
in or about the Premises or the Office Building Project that Lessee shall desire
to make shall be presented to Lessor in written form, with proposed detailed
plans. If Lessor shall give its consent to Lessee's making such alteration,
improvement, addition or Utility Installation, the consent shall be deemed
conditioned upon Lessee acquiring a permit to do so from the applicable
governmental agencies, furnishing a copy thereof to Lessor prior to the
commencement of the work, and compliance by Lessee with all conditions of said
permit in a prompt and expeditious manner.
         (c) Lessee shall pay, when due, all claims for labor or materials
furnished or alleged to have been furnished to or for Lessee at or for use in
the Premises, which claims are or may be secured by any mechanic's or
materialmen's lien against the Premises, the Building or the Office Building
Project. or any interest therein.
         (d) Lessee shall give Lessor not less than ten (10) days' notice prior
to the commencement of any work in the Premises by Lessee, and Lessor shall have
the right to post notices of non- responsibility in or on the Premises or the
Building as provided by law. If Lessee shall,. in good faith, contest the
validity of any such lien, claim or demand, then Lessee shall, at its sole
expense defend itself and Lessor against the same and shall pay and satisfy any
such adverse judgment that may be rendered thereon before the enforcement
thereof against the Lessor or the Premises. the Building or the Office Building
Project, upon the condition that it Lessor shall require, Lessee shall furnish
to Lessor a surety bond satisfactory to Lessor in an amount equal to such
contested lien claim or demand indemnifying Lessor against liability for the
same and holding the Premises, the Building and the Office Building Project free
from the effect of such lien or claim. In addition , Lessor may require Lessee
to pay Lessor's reasonable attorneys' fees and costs in participating in such
action it Lessor shall decide it is to Lessor's best interest so to do.
         (e) All alterations, improvements, additions and Utility Installations
(whether or not such Utility Installations constitute trade fixtures of Lessee),
which may be made to the Premises by Lessee, including but not limited to, floor
coverings, panelings, doors, drapes, built-ins, moldings, sound attenuation,
and lighting and telephone or communication systems, conduit, wiring and
outlets, shall be made and done in a good and workmanlike manner and of good and
sufficient quality and materials and shall be the properly of Lessor and remain
upon and be surrendered with the Premises at the expiration of the Lease term.
unless Lessor requires their removal pursuant to paragraph 7.3(a). Provided
Lessee is not in default, notwithstanding the provisions of this paragraph
7.3(e), Lessee's personal property and equipment, other than that which is
affixed to the Premises so that it cannot be removed without material damage to
the Premises or the Building, and other than Utility Installations, shall remain
the property of Lessee and may be removed by Lessee subject to the provisions of
paragraph 7.2.
         (f) Lessee shall provide Lessor with as-built plans and specifications
for any alterations, Improvements, additions or Utility Installations.

       7.4 UTILITY ADDITIONS. Lessor reserves the right to install new or
additional utility facilities throughout the Office Building Project for the
benefit of Lessor or Lessee, or any other lessee of the Office Building Project,
including, but not by way of limitation, such utilities as plumbing. electrical
systems, communication systems, and fire protection and detection systems, so
long as such installations do not unreasonably interfere with Lessee's use of
the Premises.

8.  INSURANCE; INDEMNITY.

       8.1 LIABILITY INSURANCE-LESSEE. Lessee shall, at Lessee's expense, obtain
and keep in force during the term of this Lease a policy of Comprehensive
General Liability insurance utilizing an Insurance Services Office standard form
with Broad Form General Liability Endorsement (GL0404), or equivalent, in an
amount of not less than $1,000,000 per occurrence of bodily Injury and property
damage combined or in a greater amount as reasonably determined by Lessor and
shall insure Lessee with Lessor as an additional insured against liability
arising out of the use, occupancy or maintenance of the Premises. Compliance
with the above requirement shall not, however, limit the liability of Lessee
hereunder.

       8.2 LIABILITY INSURANCE-LESSOR. Lessor shall obtain and keep in force
during the term of this Lease a policy of Combined Single Limit Bodily Injury
and Broad Form Property Damage Insurance, plus coverage against such other risks
Lessor deems


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advisable from time to time, insuring Lessor, but not Lessee, against liability
arising out of the ownership, use, occupancy or maintenance of the Office
Building Project in an amount not less than $5,000,000-00 per occurrence.

       8.3 PROPERTY INSURANCE-LESSEE. Lessee shall, at Lessee's expense, obtain
and keep in force during the term of this Lease for the benefit of Lessee,
replacement cost fire and extended coverage Insurance, with vandalism and
malicious mischief, sprinkler leakage and earthquake sprinkler leakage
endorsements, in an amount sufficient to cover not less than 100% of the full
replacement cost, as the same may exist from time to time, of all of Lessee's
personal property, fixtures, equipment and tenant improvements.

       8.4 PROPERTY INSURANCE-LESSOR. Lessor shall obtain and keep In force
during the term of this Lease a policy or policies of insurance covering loss or
damage to the Office Building Project improvements, but not Lessee's personal
property, fixtures, equipment or tenant improvements, in the amount of the full
replacement cost thereof, as the same may exist from time to time, utilizing
Insurance Services Office standard form, or equivalent. providing protection
against all perils Included within the classification of fire, extended
coverage, vandalism, malicious mischief, plate glass, and such other perils as
Lessor deems advisable or may be required by a lender having a lien on the
Office Building Project. In addition, Lessor shall obtain and keep In force,
during the term of this Lease, a policy of rental value insurance covering a
period of one year, with loss payable to Lessor, which insurance shall also
cover all Operating Expenses for said period. Lessee will not be named in any
such policies carried by Lessor and she" have no right to any proceeds
therefrom. The policies required by these paragraphs 8.2 and 8.4 shall contain
such deductibles as Lessor or the aforesaid lender may determine. In the event
that the Premises shall suffer an insured loss as defined In paragraph 9.1(f)
hereof, the deductible amounts under the applicable insurance policies shall be
deemed an Operating Expense. Lessee shall not do or permit to be done anything
which shall Invalidate the insurance policies carried by Lessor. Lessee shall
pay the entirety of any increase in the property Insurance premium for the
Office Building Project over what It was immediately prior to the commencement
of the term of this Lease It the increase Is specified by Lessor's insurance
carrier as being Caused by the nature of Lessee's occupancy or any act or
omission of Lessee.

       8.5 INSURANCE POLICIES. Lessee shall deliver to Lessor copies of
liability insurance policies required under paragraph 8.1 or certificates
evidencing the existence and amounts of such insurance within seven (7) days
after the Commencement Date of this Lease. No such policy shall be cancelable or
subject to reduction of coverage or other modification except after thirty (30)
days prior written notice to Lessor. Lessee shall, at least thirty (30) days
prior to the expiration of such policies, furnish Lessor with renewals thereof.

       8.6 WAIVER OF SUBROGATION. Lessee and Lessor each hereby release and
relieve the other, and waive their entire right of recovery against the other
for direct or consequential loss or damage arising out of or Incident to the
perils covered by properly insurance carried by such party, whether due to the
negligence of Lessor or Lessee or their agents, employees, contractors and/or
invitees. If necessary all property insurance policies required under this Lease
shall be endorsed to so provide.

       8.7 INDEMNITY. Lessee shall indemnify and hold harmless Lessor and its
agents, Lessor's master or ground lessor, partners and lenders, from and against
any and all claims for damage to the person or property of anyone or any entity
arising from Lessee's use of the Office Building Project, or from the conduct of
Lessee's business or from any activity, work or things done. permitted or
suffered by Lessee In or about the Premises or elsewhere and shall further
Indemnify and hold harmless Lessor from and against any and all claims, costs
and expenses arising from any breach or default In the performance of any
obligation on Lessee's part to be performed under the terms of this Lease, or
arising from any act or omission of Lessee, or any of Lessee's agents,
contractors, employees, or invitees, and from and against all costs, attorney's
fees, expenses and liabilities incurred by Lessor as the result of any such use,
conduct, activity, work, things done, permitted or suffered, breach, default or
negligence, and in dealing reasonably therewith, including but not limited to
the defense or pursuit of any claim or any action or proceeding involved
therein; and In case any action or proceeding be brought against Lessor by
reason of any such matter, Lessee upon notice from Lessor shall defend the same
at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor
shall cooperate with Lessee in such defense. Lessor need not have first paid any
such claim in order to be so Indemnified. Lessee, as a material part of the
consideration to Lessor, hereby assumes all risk of damage to property of Lessee
or injury to persons in, upon or about the Office Building Project arising from
any cause and Lessee hereby waives all claims in respect thereof against Lessor.
(Note: Except claims arising from the gross negligence or willful misconduct of
Lessor or its agents and employees.)

       8.8 EXEMPTION OF LESSOR FROM LIABILITY. Lessee hereby agrees that Lessor
shall not be liable for injury to Lessee's business or any loss of Income
therefrom or for loss of or damage to the goods, wares, merchandise or other
property of Lessee, Lessee's employees, invitees, customers, or any other person
In or about the Premises or the Office Building Project, nor shall Lessor be
liable for injury to the person of Lessee, Lessee's employees. agents or
contractors, whether such damage or injury is caused by or results from theft,
fire, steam, electricity, gas, water or rain, or from the breakage, leakage,
obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing,
air conditioning or lighting fixtures. or from any other cause, whether said
damage or injury results from conditions arising upon the Premises or upon other
portions of the Office Building Project, or from other sources or places, or
from new construction or the repair, alteration or improvement of any part of
the Office Building Project. or of the equipment, fixtures or appurtenances
applicable thereto, and regardless of whether the cause of such


<PAGE>

damage or injury or the means of repairing the same is Inaccessible, Lessor
shall not be liable for any damages arising from any act or neglect of any other
lessee, occupant or user of the Office Building Project, nor from the failure of
Lessor to enforce the provisions of any other lease of any other lessee of the
Office Building Project. (Note: The foregoing exemption of Lessor from liability
shall not apply to any loss, injury or damage arising from the gross negligence
or willful misconduct of Lessor or its agents and employees.)

       8.9 NO REPRESENTATION OF ADEQUATE COVERAGE. Lessor makes no
representation that the limits or forms of coverage of insurance specified in
this paragraph 8 are adequate to cover Lessee's property or obligations under
this Lease.

9.  DAMAGE OR DESTRUCTION.

       9.1 DEFINITIONS.

         (a) "Premises Damage" shall mean If the Premises are damaged or
destroyed to an
         (b) "Premises Building Partial Damage" shall mean if the Building of
which the Premises are a part Is damaged or destroyed to the extent that the
cost to repair is less than fifty percent (50%) of the then Replacement Cost of
the building.
         (c) "Premises Building Total Destruction" shall mean if the Building of
which the Premises are a part is damaged or destroyed to the extent that the
cost to repair is fifty percent (50%) or more of the then Replacement Cost of
the Building.
         (d) "Office Building Project Buildings" shall mean all of the buildings
on the Office Building Project site.
         (e) "Office Building Project Buildings Total Destruction" shall mean if
the Office Building Project Buildings are damaged or destroyed to the extent
that the cost of repair Is fifty percent (50%) or more of the then Replacement
Cost of the Office Building Project Buildings.
         (f) "Insured Loss" shall mean damage or destruction which was caused by
an event required to be covered by the insurance described in Paragraph 8. The
fact that an Insured Loss has a deductible amount shall not make the loss an
uninsured loss.
         (g) "Replacement Cost" shall mean the amount of money necessary to be
spent in order to repair or rebuild the damaged area to the condition that
existed immediately prior to the damage occurring, excluding all improvements
made by lessees, other than those installed by Lessor at Lessee's expense.

       9.2  PREMISES DAMAGE; PREMISES BUILDING PARTIAL DAMAGE

         (a) Insured Loss: Subject to the provisions of paragraphs 9.4 and 9.5.
if at any time during the term of this Lease there is damage which is an Insured
Loss and which falls into the classification of either Premises Damage or
Premises Building Partial Damage, then Lessor shall, as soon as reasonably
possible and to the extent the required materials and labor are readily
available through usual commercial channels, at LESSOR'S EXPENSE, repair such
damage (but not Lessee's fixtures, equipment or tenant improvements originally
paid for by Lessee) to its condition existing at the time of the damage, and
this Lease shall continue in full force and effect.
         (b) Uninsured Loss: Subject to the provisions of paragraphs 9.4 and
9.5, if at any time during the term of this Lease there is damage which is not
an Insured Loss and which falls within the classification of Premises Damage or
Premises Building Partial Damage, unless caused by a negligent or willful act of
Lessee in which event Lessee shall make the repairs at Lessee's expense). which
damage prevents Lessee from making any substantial use of the Premises, Lessor
may at Lessor's option either (i) repair such damage as soon as reasonably
possible at Lessor's expense, in which event this Lease shall continue in full
force and effect, or (ii) give written notice to Lessee within thirty (30) days
after the date of the occurrence of such damage of Lessor's intention to cancel
and terminate this Lease as of the date of the occurrence of such damage, in
which event this Lease shall terminate as of the date of the occurrence of such
damage,

       9.3 PREMISES BUILDING TOTAL DESTRUCTION; OFFICE BUILDING PROJECT TOTAL
DESTRUCTION. Subject to the provisions of paragraphs 9 4 and 9.5, it at any time
during the term of this Lease there is damage, whether or not it Is an Insured
Loss, which falls into the classifications of either (i) Premises Building Total
Destruction, or (ii) Office Building Project Total Destruction, then Lessor may
at Lessor's option either (i) repair such damage or destruction as soon as
reasonably possible at Lessor's expense (to the extent the required materials
are readily available through usual commercial channels) to its condition
existing at the time of the damage, but not Lessee's fixtures equipment or
tenant improvements, and this Lease shall continue in full force and effect, or
(ii) give written notice to Lessee within thirty (30) days after the date of
occurrence of such damage of Lessor's intention to cancel and terminate this
Lease, in which case this Lease shall terminate as of the date of the occurrence
of such damage.

       9.4  DAMAGE NEAR END OF TERM

         (a) Subject to paragraph 9.4(b), if at any time during the last twelve
(12) months of the term of this Lease there is substantial damage to the
Premises, Lessor or Lessee may at their respective option cancel and terminate
this Lease as of the


<PAGE>

date of occurrence of such damage by giving written notice to Lessor or Lessee
its election to do so within 30 days after the date of occurrence of such
damage.
         (b) Notwithstanding paragraph 9.4(a), in the event that Lessee has an
option to extend or renew this Lease, and the time within which said option may
be exercised has not yet expired, Lessee shall exercise such option, If It Is to
be exercised at all, no later than twenty (20) days after the occurrence of an
Insured Loss failing within the classification of Premises Damage during the
last twelve (12) months of the term of this Lease. If Lessee duly exercises such
option during said twenty (20) day period, Lessor shall, at Lessor's expense,
repair such damage, but not Lessee's fixtures, equipment or tenant improvements,
as soon as reasonably possible and this Lease shall continue in full force and
effect. If Lessee fails to exercise such option during said twenty (20) day
period. then Lessor may at Lessor's option terminate and cancel this Lease as of
the expiration of said twenty (20) day period by giving written notice to Lessee
of Lessor's election to do so within ten (10) days after the expiration of said
twenty (20) day period, notwithstanding any term or provision in the grant of
option to the contrary.

       9.5 ABATEMENT OF RENT; LESSEE'S REMEDIES.

         (a) In the event Lessor repairs or restores the Building or Premises
pursuant to the provisions of this paragraph 9, and any part of the Premises are
not usable (including loss of use due to loss of access or essential services),
the rent payable hereunder (including Lessee's Share of Operating Expense
increase) for the period during which such damage repair or restoration
continues shall be abated, provided (1) the damage was not the result of the
negligence of Lessee and (2) such abatement shall only be to the extent the
operation and profitability of Lessee's business as operated from the Premises
is adversely affected. Except for said abatement of rent, if any, Lessee shall
have no claim against Lessor for any damage suffered by reason of any such
damage, destruction, repair or restoration. (Note: Except claims arising from
the gross negligence or willful misconduct of Lessor or its agents and
employees.)
         (b) If Lessor shall be obligated to repair or restore the premises of
the Building under the provisions of this Paragraph 9 and shall not commence
such repair or restoration within ninety (90) days of such occurrence, or if
Lessor shall not complete the restoration and repair within six (6) months after
such occurrence, Lessee may at Lessee's option cancel and terminate this Lease
by giving Lessor written notice of Lessee's election to do so at any time prior
the commencement or completion, respectively of such repair or restoration. In
such event this Lease shall terminate as of the date of such notice.
          (c) Lessee agrees to cooperate with Lessor in connection with any such
restoration and repair, including but not limited to the approval and/or
execution of plans and specifications required.

       9.6 TERMINATION-ADVANCE PAYMENTS. Upon termination of this Lease pursuant
to this paragraph 9, an equitable adjustment shall be made concerning advance
rent and any advance payments made by Lessee to Lessor. Lessor shall, in
addition, return to Lessee so much of Lessee's security deposit as has not
theretofore been applied by Lessor.

       9.7 WAIVER. Lessor and Lessee waive the provisions of any statute which
relate to termination of leases when leased property Is destroyed and agree that
such event shall be governed by the terms of this Lease.

10.  REAL PROPERTY TAXES.

       10.1 PAYMENT OF TAXES. Lessor shall pay the real property tax, as defined
in paragraph 10.3, applicable to the Office Building Project subject to
reimbursement by Lessee of Lessee's Share of such taxes in accordance with the
provisions of paragraph 4.2, except as otherwise provided in paragraph 10.2.

       10.2 ADDITIONAL IMPROVEMENTS. Lessee shall not be responsible for paying
any increase in real property tax specified in the tax assessor's records and
work sheets as being caused by additional Improvements placed upon the Office
Building Project by other lessees or by Lessor for the exclusive enjoyment of
any other lessee. Lessee shall, however, pay to Lessor at the time that
Operating Expenses are payable under paragraph 4.2(c) the entirety of any
Increase in real property tax if assessed solely by reason of additional
improvements placed upon the Premises by Lessee or at Lessee's request.

       10.3 DEFINITION OF "REAL PROPERTY TAX." As used herein, the term "real
property tax" shall include any form of real estate tax or assessment, general,
special, ordinary or extraordinary, and any license fee, commercial rental lax,
Improvement bond or bonds, levy or tax (other than inheritance, personal income
or estate taxes) imposed on the Office Building Project or any portion thereof
by any authority having the direct or indirect power to is)(. Including any
city, county, state or federal government, or any school, agricultural,
sanitary, fire, street, drainage or other improvement district thereof, as
against any legal or equitable interest of Lessor in the Office Building Project
or in any portion thereof, as against Lessor's right to rent or other income
therefrom, and as against Lessor's business of leasing the Office Building
Project. The term "real property tax" shall also include any tax, fee, levy
assessment or charge (1) in substitution of, partially or totally, any tax, fee,
levy. assessment or charge hereinabove included within the definition of "real
property tax:* or (it) the nature of which was hereinbefore included within the
definition of "real property tax:' or (III) which is imposed for a service or
right not charged prior to June 1, 1978, or,


<PAGE>

if previously charged, has been increased since June 1, 1978, or (iv) which Is
imposed as a result of a change in ownership, as defined by applicable local
statutes for property tax purposes, of the Office Building Project or which Is
added to a tax or charge hereinbefore Included within the definition of real
property tax by reason of such change of ownership, or (v) which is imposed by
reason of this transaction, any modifications or changes hereto, or any
transfers hereof.

       10.4 JOINT ASSESSMENT. If the improvements or property, the taxes for
which are to be paid separately by Lessee under paragraph 10.2 or 10.5 are not
separately assessed, Lessee's portion of that tax shall be equitably determined
by Lessor from the respective valuations assigned in the assessor's work sheets
or such other information (which may include the cost of construction) as may be
reasonably available. Lessor's reasonable determination thereof, in good faith,
shall be conclusive.

       10.5 PERSONAL PROPERTY TAXES.

         (a) Lessee shall pay prior to delinquency all taxes assessed against
and levied upon trade fixtures, furnishings, equipment and all other personal
property of Lessee contained in the Premises or elsewhere.
         (b) It any of Lessee's said personal property shall be assessed with
Lessor's real property, Lessee shall pay to Lessor the taxes attributable to
Lessee within ten (10) days after receipt of a written statement setting forth
the taxes applicable to Lessee's property.

11. UTILITIES.

       11.1 SERVICES PROVIDED BY LESSOR. Lessor shall provide heating,
ventilation, air conditioning, and janitorial service as reasonably required,
reasonable amounts of electricity for normal lighting and office machines, water
for reasonable and normal drinking and lavatory use, and replacement light bulbs
and/or fluorescent tubes and ballasts for standard overhead fixtures.

       11.2 SERVICES EXCLUSIVE TO LESSEE. Lessee shall pay for all water, gas,
heat. light, power, telephone and other utilities and services specially or
exclusively supplied and/or metered exclusively to the Premises or to Lessee,
together with any taxes thereon- It any such services are not separately metered
to the Premises, Lessee shall pay at Lessor's option, either Lessee's Share or a
reasonable proportion to be determined by Lessor of all charges jointly metered
with other premises In the Building.

       11.3 HOURS OF SERVICE. Said services and utilities shall be provided
during generally accepted business days and hours or such other days or hours as
may hereafter be set forth. Utilities and services required at other times shall
be subject to advance request and reimbursement by Lessee to Lessor of the cost
thereof.

       11.4 Excess Usage by Lessee. Lessee shall not make connection to the
utilities except by or through existing outlets and shall not Install or use
machinery or equipment in or about the Promises that uses excess water, lighting
or power, or suffer or permit any act that causes extra burden upon the
utilities or services. including but not limited to security services. over
standard office usage for the Office Building Project. Lessor shall require
Lessee to reimburse Lessor for any excess expenses or costs that may arise out
of a breach of this subparagraph by Lessee. Lessor may, in its sole discretion,
install at Lessee's expense supplemental equipment and/or separate metering
applicable to Lessee's excess usage or loading.

       11.5 INTERRUPTIONS. There shall be no abatement of rent and Lessor shall
not be liable in any respect whatsoever for the inadequacy, stoppage,
interruption or discontinuance of any utility or service due to riot, strike,
labor dispute, breakdown, accident, repair or other cause beyond Lessor's
reasonable control or in cooperation with governmental request or directions.

12. ASSIGNMENT AND SUBLETTING.

       12.1 LESSOR'S CONSENT REQUIRED. Lessee shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet, or otherwise transfer or
encumber all or any part of Lessee's interest in the Lease or in the Premises,
without Lessor's prior written consent, which Lessor shall not unreasonably
withhold. Lessor shall respond to Lessee's request for consent hereunder in a
timely manner and any attempted assignment, transfer, mortgage, encumbrance or
subletting without such consent shall be void, and shall constitute a material
default and breach of this Lease without the need for notice to Lessee under
paragraph 13.1 "Transfer" within the meaning of this paragraph 12 shall include
the transfer or transfers aggregating: (a) If Lessee is a corporation, more than
twenty- live percent (25%) of the voting stock of such corporation, or (b) it
Lessee is a partnership, more than twenty-five percent (25%) of the profit and
loss participation in such partnership.

       12.2 LESSEE AFFILIATE. Notwithstanding the provisions of paragraph 12.1
hereof, Lessee may assign or sublet the Premises, or any portion thereof,
without Lessor's consent, to any corporation which controls, is controlled by or
is under common control with Lessee, or to any corporation resulting from the
merger or consolidation with Lessee, or to any person or entity which acquires
all the assets of Lessee as a going concern of the business that is being
conducted on the Premises, all of which are referred to as "Lessee Affiliate";
provided that before such assignment shall be effective, (a) said assignee shall
assume. in full, the obligations of Lessee under this Lease and (b) Lessor shall
be given written notice of such assignment and assumption. Any


<PAGE>

such assignment shall not, in any way, affect or limit the liability of Lessee
under the terms of this Lease even If after such assignment or subletting the
terms of this Lease are materially changed or altered without the consent of
Lessee, the consent of whom shall not be necessary.

       12.3 TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

         (a) Regardless of Lessor's consent, no assignment or subletting shall
release Lessee of Lessee's obligations hereunder or alter the primary liability
of Lessee to pay the rent and other sums due Lessor hereunder including Lessee's
Share of Operating Expense Increase, and to perform all other obligations to be
performed by Lessee hereunder.
         (b) Lessor may accept rent from any person other than Lessee pending
approval or disapproval of such assignment.
         (c) Neither a delay in the approval or disapproval of such assignment
or subletting, nor the acceptance of rent, shall constitute a waiver or estoppel
of Lessor's right to exercise its remedies for the breach of any of the terms or
conditions of this paragraph 12 or this Lease.
         (d) If Lessee's obligations under this Lease have been guaranteed by
third parties, then an assignment or sublease, and Lessor's consent thereto,
shall not be effective unless said guarantors give their written consent to such
sublease and the terms thereof.
         (e) The consent by Lessor to any assignment or subletting shall not
constitute a consent to any subsequent assignment or subletting by Lessee or to
any subsequent or successive assignment or subletting by the sublessee. However,
Lessor may consent to subsequent sublettings and assignments of the sublease or
any amendments or modifications thereto without notifying Lessee or anyone else
liable on the Lease or sublease and without obtaining their consent and such
action shall not relieve such persons from liability under this Lease or said
sublease; however, such persons shall not be responsible to the extent any such
amendment or modification enlarges or increases the obligations of the Lessee or
sublessee under this Lease at such sublease.
         (f) In the event of any default under this Lease, Lessor may proceed
directly against Lessee, any guarantors or any one else responsible for the
performance of this Lease, Including the sublessee, without first exhausting
Lessor's remedies against any other person or entity responsible therefor to
Lessor, or any security held by Lessor or Lessee.
         (g) Lessor's written consent to any assignment or subletting of the
Premises by Lessee shall not constitute an acknowledgement that no default then
exists under this Lease of the obligations to be performed by Lessee nor shall
such consent be deemed a waiver of any then existing default, except as may be
otherwise stated by Lessor at the time.
         (h) The discovery of the fact that any financial statement relied upon
by Lessor in giving its consent to an assignment or subletting was materially
false shall, at Lessor's election, render Lessor's said consent null and void.

       12.4 ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING. Regardless
of Lessor's consent, the following terms arid conditions shall apply to any
subletting by Lessee of all or any part of the Premises and shall be deemed
included in all subleases under this Lease whether or not expressly incorporated
therein:

         (a) Lessee hereby assigns and transfers to Lessor all of Lessee's
interest in all rentals and income at arising from any sublease heretofore of
hereafter made by Lessee, and Lessor may collect such rent and income and apply
same toward Lessee's obligations under this Lease; provided, however. that until
a default shall occur in the performance of Lessee's obligations under this
Lease, Lessee may receive, collect and enjoy the rents accruing under such
sublease. Lessor shall not, by reason of this or any other assignment of such
sublease to Lessor nor by reason of the collection of the rents from a
sublessee, be deemed liable to the sublessee for any failure of Lessee to
perform and comply with any of Lessee's obligations to such sublessee under such
sublease Lessee hereby irrevocably authorizes and directs any such sublessee.
upon receipt of a written notice from Lessor stating that a default exists in
the performance of Lessee's obligations under this Lease, to pay to Lessor the
rents due and to become due under the sublease. Lessee agrees that Such
sublessee shall have the right to rely upon any such statement and request from
Lessor, and that such sublessee shall pay such rents to Lessor without any
obligation or right to inquire as to whether such default exists and
notwithstanding any notice from or claim from Lessee to the contrary Lessee
shall have no right or claim against said sublessee or Lessor for any such rents
so paid by said sublessee to Lessor.
         (b) No sublease entered into by Lessee shall be effective unless and
until it has been approved in writing by Lessor. In entering into any sublease,
Lessee shall use only such form of sublessee as is satisfactory to Lessor, and
once approved by Lessor, such sublease shall not be changed or modified without
Lessor's prior written consent. Any sublease shall, by reason of entering into a
sublease under this Lease, be deemed, for the benefit of Lessor, to have assumed
and agreed to conform and comply With each and every obligation herein to be
performed by Lessee other than such obligations as are contrary to or
inconsistent with provisions contained In a sublease to which Lessor has
expressly consented In writing.
         (c) In the event Lessee shall default in the performance of its
obligations under this Lease. Lessor at its option and without any obligation to
do so, may require any sublessee to attorn to Lessor, in which event Lessor
shall undertake the obligations of Lessee tinder such sublease from the time of
the exercise of said option to the termination of such sublease; provided,
however, Lessor shall not be liable for any prepaid rents or security deposit
paid by such subleases to Lessee or for any other prior defaults of Lessee under
such sublease.
         (d) No sublessee shall further assign or sublet all or any part of the
Premises without Lessor's prior written consent.
<PAGE>

         (e) With respect to any subletting to which Lessor has consented.
Lessor agrees to deliver a copy of any notice of default by Lessee to the
sublessee. Such sublessee shall have the right to cure a default of Lessee
within three (3) days after service of said notice of default upon such
sublessee, and the sublessee shall have a right of reimbursement and offset from
and against Lessee for any such defaults cured by the sublessee.

       12.5 LESSOR'S EXPENSES. In the event Lessee shall assign or sublet the
Premises or request the consent of Lessor to any assignment or subletting or if
Lessee shall request the consent of Lessor for any act Lessee proposes to do
then Lessee shall pay Lessor's reasonable costs and expenses incurred in
connection therewith, including attorneys: architects: engineers' or other
consultants' fees.

       12.6 CONDITIONS TO CONSENT. Lessor reserves the right to condition any
approval to assign or sublet upon Lessor's determination that (a) the proposed
assignee OF sublessee shall conduct a business on the Premises of a quality
substantially equal to that of Lessee and consistent with the general character
of the other occupants of the Office Building Project and not in violation of
any exclusives or rights then held by other tenants, and (b) the proposed
assignee or sublessee be at least as financially responsible as Lessee was
expected to be at the time of the execution of this Lease or of such assignment
or subletting, whichever is greater.

13. DEFAULT; REMEDIES.

       13.1. DEFAULT. The occurrence of any one or more of the following events
shall constitute a material default of this lease by Lessee:

         (a) The vacation or abandonment of the premises by Lessee. Vacation of
the Premises shall include the failure to occupy the Premises for a coetaneous
period of sixty (60) days o more, whether or not the rent is paid.
         (b) The breach by Lessee of any of the covenants, conditions or
provisions of paragraphs 13.1(e) (insolvency), 13.1(f) (false statement), 33
(auctions), all of which are hereby deemed to be material, non-curable defaults
without the necessity of any notice by Lessor to lessee thereof.
         (c) The failure by Lessee to make any payment of rent or any other
payment required to be made by Lessee hereunder, as and when due, where such
failure shall continue for a period of three (3) days after written notice
thereof from Lessor to Lessee. In the event that Lessor serves Lessee with a
Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes
such Notice to Pay Rent or Quit shall also constitute the notice required by
this subparagraph.
          (d) The failure by Lessee to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by Lessee
other than those referenced in subparagraphs (b) and (c), above, where such
failure shall continue for a period of thirty (30) days after written notice
thereof from Lessor to Lessee provided, however, that If the nature of Lessee's
noncompliance Is such that more than thirty (30) days ARE reasonably required
for its cure. then Lessee shall not be deemed to be in default If Lessee
commenced such cure within said thirty (30) day period and thereafter diligently
pursues such cure to completion. To the extent permitted by law. such thirty
(30) day notice shall constitute the sole and exclusive notice required to be
given to Lessee under applicable Unlawful Detainer statutes.
         (e) (1) The making by Lessee of any general arrangement or general
assignment for the benefit of creditors; (ii) Lessee becoming a "debtor" as
defined in 11 U.S.C~ ss.101 or any successor statute thereto (unless, in the
case of a petition filed against Lessee, the same is dismissed within sixty (60)
days; (iii) the appointment of a trustee or receiver to take possession of
substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where possession is not restored to Lessee within thirty
(30) days. or (iv) the attachment. execution or other judicial seizure of
substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where such seizure is not discharged within thirty (30)
days. In the event that any provision of this paragraph 13.1(e) is contrary to
any applicable law, such provision shall be of no force or effect.
         (f) The discovery by Lessor that any financial statement given to
Lessor by Lessee, or Its successor In Interest or by any guarantor of Lessee's
obligation hereunder, was materially false,

       13.2 REMEDIES. In the event of any material default or breach of this
Lease by Lessee, Lessor may at any time thereafter, with or without notice or
demand and without limiting Lessor in the exercise of any right or remedy which
Lessor may have by reason of such default:

         (a) Terminate Lessee's right to possession of the Premises by any
lawful means, in which case this Lease and the term hereof shall terminate and
Lessee shall immediately surrender possession of the Premises to Lessor. In such
event Lessor shall be entitled to recover from Lessee all damages incurred by
Lessor by reason of Lessee's default including, but not limited to, the cost of
recovering possession of the Premises; expenses of reletting, Including
necessary renovation and alteration of the Premises, reasonable attorneys' fees,
and any real estate commission actually paid; the worth at the time of award by
the court having jurisdiction thereof of the amount by which the unpaid rent for
the balance of the term after the time of such award


<PAGE>

exceeds the amount of such rental loss for the same period that Lessee proves
could be reasonably avoided; that portion of the leasing commission paid by
Lessor pursuant to paragraph 15 applicable to the unexpired term of this Lease.
         (b) Maintain Lessee's right to possession in which case this Lease
shall continue in effect whether or not Lessee shall have vacated or abandoned
the Premises. In such event Lessor shall be entitled to enforce all of Lessor's
rights and remedies under this Lease, Including the right to recover the rent as
it becomes due hereunder.
         (c) Pursue any other remedy now or hereafter available to Lessor under
the laws or judicial decisions of the state wherein the Premises are located.
Unpaid Installments of rent and other unpaid monetary obligations of Lessee
under the terms of this Lease shall bear Interest from the date due at the
maximum rate then allowable by law.

       13.3 DEFAULT BY LESSOR. Lessor shall not be in default unless Lessor
fails to perform obligations required of Lessor within a reasonable time, but In
no event later than thirty (30) days after written notice by Lessee to Lessor
and to the holder of any first mortgage or deed of trust covering the Premises
whose name and address shall have theretofore been furnished to Lessee in
writing, specifying wherein Lessor has failed to perform such obligation;
provided, however, that if the nature of Lessor's obligation is such that more
than thirty (30) days are required for performance then Lessor shall not be In
default if Lessor commences performance within such 30-day period and thereafter
diligently pursues the same to completion.

       13.4 LATE CHARGES. Lessee hereby acknowledges that late payment by Lessee
to Lessor of Base Rent, Lessee's Share of Operating Expense Increase or other
sums due hereunder will cause Lessor to incur costs not contemplated by this
Lease, the exact amount of which will be extremely difficult to ascertain. Such
costs include, but are not limited to, processing and accounting charges, and
late charges which may be Imposed on Lessor by the terms of any mortgage or
trust deed covering the Office Building Project. Accordingly, if any installment
of Base Rent, Operating Expense Increase, or any other sum due from Lessee shall
not be received by Lessor or Lessor's designee within ten (10) days after such
amount shall be due, then, without any requirement for notice to Lessee, Lessee
shall pay to Lessor a late charge equal to 6% of such overdue amount. The
parties hereby agree that such late charge represents a fair and reasonable
estimate of the costs Lessor will incur by reason of late payment by Lessee.
Acceptance such late charge by Lessor shall in no event constitute a waiver of
Lessee's default with respect to such overdue amount, nor prevent Lessor from
exercising any of the other rights and remedies granted hereunder.

14. CONDEMNATION. If the Premises or any portion thereof or the Office Building
Project are taken under the power of eminent domain, or sold under the threat of
the exercise of said power (all of which are herein called "condemnation"), this
Lease shall terminate as to the part so taken as of the date the condemning
authority takes title or possession, whichever first occurs; provided that if so
much of the Premises or the Office Building Project are taken by such
condemnation as would substantially and adversely affect the operation and
profitability of Lessee's business conducted from the Premises, Lessee shall
have the option, to be exercised only in writing within thirty (30) days after
Lessor shall have given Lessee written notice of such taking (or In the absence
of such notice, within thirty (30) days after the condemning authority shall
have taken possession), to terminate this Lease as of the date the condemning
authority takes such possession. It Lessee does not terminate this Lease in
accordance with the foregoing, this Lease shall remain in full force and effect
as to the portion of the Premises remaining, except that the rent and Lessee's
Share of Operating Expense Increase shall be reduced in the proportion that the
floor area of the Premises taken bears to the total floor area of the Premises.
Common Areas taken shall be excluded from the Common Areas usable by Lessee and
no reduction of rent shall occur with respect thereto or by reason thereof.
Lessor shall have the option In its sole discretion to terminate this Lease as
of the taking of possession by the condemning authority, by giving written
notice to Lessee of such election within thirty (30) days after receipt of
notice of a taking by condemnation of any part of the Premises or the Office
Building Project. Any award for the taking of all or any part of the Premises or
the Office Building Project under the power of eminent domain or any payment
made under threat of the exercise of such power shall be the property of Lessor,
whether such award shall be made as compensation for diminution in value of the
leasehold or for the taking of the fee, or as severance damages; provided,
however, that Lessee shall be entitled to any separate award for loss of or
damage to Lessee's trade fixtures, removable personal property and unamortized
tenant Improvements that have been paid for by Lessee. For that purpose the cost
of such improvements shall be amortized over the original term of this Lease
excluding any options. In the event that this Lease is not terminated by reason
of such condemnation, Lessor shall to the extent of severance damages received
by Lessor in connection with such condemnation, repair any damage to the
Premises caused by such condemnation except to the extent that Lessee has been
reimbursed therefor by the condemning authority. Lessee shall pay any amount in
excess of such severance damages required to complete such repair.

15. BROKER'S FEE.
         (a) The brokers Involved in this transaction are
_____N/A______________________________________ as "listing broker"
and______N/A_______________________________________________ as "cooperating
broker," licensed real estate broker(s). A "cooperating broker" is defined as
any broker other than the listing broker entitled to a share of any commission
arising under this Lease. Upon execution of this Lease by both parties, Lessor
shall pay to said brokers jointly, or In such separate shares as they may
mutually designate in writing, a fee as set forth In a separate agreement
between Lessor and said broker(s), or in the event there Is no separate
agreement between Lessor and said broker(s), the sum of
<PAGE>

$______N/A______________________________for brokerage services rendered by said
broker(s) to Lessor in this transaction.
          (b) Lessor further agrees that (i) if Lessee exercises any Option, as
defined in paragraph 39.1 of this Lease, which Is granted to Lessee under this
Lease, or any subsequently granted option which is substantially similar to an
Option granted to Lessee under this Lease, or (ii) If Lessee acquires any rights
to the Premises or other premises described in this Lease which are
substantially similar to what Lessee would have acquired had an Option herein
granted to Lessee been exercised, or (iii) if Lessee remains in possession of
the Premises after the expiration of the term of this Lease after having failed
to exercise an Option, or (iv) If said broker(s) are the procuring cause of any
other lease or sale entered into between the parties pertaining to the Premises
and/or any adjacent property in which Lessor has an Interest, or (v) if the Base
Rent is Increased, whether by agreement or operation of an escalation clause
contained herein, then as to any of said transactions or rent Increases, Lessor
shall pay said broker(s) a fee In accordance with the schedule of said broker(s)
in effect at the time of execution of this Lease. Said fee shall be paid at the
time such increased rental Is determined.
         (c) Lessor agrees to pay said fee not only on behalf of Lessor but also
on behalf of any person, corporation, association, or other entity having an
ownership interest in said real property or any part thereof, when such fee Is
due hereunder. Any transferee of Lessor's interest in this Lease, whether such
transfer is by agreement or by operation of law, shall be deemed to have assumed
Lessor's obligation under this paragraph 15. Each listing and cooperating broker
shall be a third party beneficiary of the provisions of this paragraph 15 to the
extent of their interest in any commission arising under this Lease and may
enforce that right directly against Lessor; provided, however, that all brokers
having a right to any part of such total commission shall be a necessary party
to any suit with respect thereto.
         (d) Lessee and Lessor each represent and warrant to the other that
neither has had any dealings with any person, firm, broker or finder (other than
the person(s), If any, whose names are set forth in paragraph 15(a), above) in
connection with the negotiation of this Lease and/or the consummation of the
transaction contemplated hereby, and no other broker or other person, firm or
entity is entitled to any commission or finder's fee In connection with said
transaction and Lessee and Lessor do each hereby Indemnity and hold the other
harmless from and against any costs, expenses, attorneys' fees or liability for
compensation or charges which may be claimed by any such unnamed broker, finder
or other similar party by reason of any dealings or actions of the indemnifying
party.

16. ESTOPPEL CERTIFICATE.

         (a) Each party (as "responding party") shall at any time upon not less
than ten (10) days' prior written notice from the other party ("requesting
party") execute, acknowledge and deliver to the requesting party a statement In
writing (1) certifying that this Lease is unmodified and in full force and
effect (or, It modified, stating the nature of such modification and certifying
that this Lease, as so modified, is in full force and effect) and the date to
which the rent and other charges are paid in advance, if any, and (ii)
acknowledging that there are not, to the responding party's knowledge, any
uncured defaults on the part of the requesting party, or specifying such
defaults if any are claimed. Any such statement may be conclusively relied upon
by any prospective purchaser or encumbrancer of the Office Building Project or
of the business of Lessee.
          (b) At the requesting party's option, the failure to deliver such
statement within such time shall be a material default of this Lease by the
party who is to respond, without any further notice to such party, or it shall
be conclusive upon such party that (I) this Lease is in full force and effect,
without modification except as may be represented by the requesting party, (ii)
there are no uncured defaults in the requesting party's performance, and (III)
if Lessor is the requesting party, not more than one month's rent has been paid
in advance.
         (c) If Lessor desires to finance, refinance, or sell the Office
Building Project, or any part thereof, Lessee hereby agrees to deliver to any
tender or purchaser designated by Lessor Such financial statements of Lessee as
may be reasonably required by such lender or purchaser. Such statements shall
include the past three (3) years' financial statements of Lessee. All such
financial statements shall be received by Lessor and such tender or purchaser in
confidence and shall be used only for the purposes herein set forth.

17. LESSOR'S LIABILITY. The term "Lessor" as used herein shall mean only the
owner or owners, at the time in question. of the fee title or a lessee's
interest in a ground lease of the Office Building Project, and except as
expressly provided in paragraph 15, in the event of any transfer of such title
or interest, Lessor herein named (and in case of any subsequent transfers then
the grantor) shall be relieved from and after the date of such transfer of all
liability as respects Lessor's obligations thereafter to be performed, provided
that any funds in the hands of Lessor or the then grantor at the time of such
transfer, in which Lessee has an interest, shall be delivered to the grantee.
The obligations contained in this Lease to be performed by Lessor shall, subject
as aforesaid, be binding on Lessor's successors and assigns, only during their
respective periods of ownership.

18. SEVERABILITY. The invalidity of any provision of this Lease as determined by
a court of competent jurisdiction shall in no way affect the validity of any
other provision hereof.

19. INTEREST ON PAST-DUE OBLIGATIONS. Except as expressly herein provided, any
amount due to Lessor not paid when due shall bear interest at the maximum rate
then allowable by law or judgments from the date due. Payment of such interest
shall not excuse


<PAGE>

or cure any default by Lessee under this Lease; provided, however, that interest
shall not be payable on late charges incurred by Lessee nor on any amounts upon
which late charges are paid by Lessee.

20. TIME OF ESSENCE. Time is of the essence with respect to the obligations to
be performed under this Lease.

21. ADDITIONAL RENT. All monetary obligations of Lessee to Lessor under the
terms of this Lease, Including but not limited to Lessee's Share of Operating
Expense Increase and any other expenses payable by Lessee hereunder shall be
deemed to be rent.

22. INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS. This Lease contains all
agreements of the parties with respect to any matter mentioned herein. No prior
or contemporaneous agreement or understanding pertaining to any such matter
shall be effective. This Lease may be modified In writing only, signed by the
parties In interest at the time of the modification. Except as otherwise stated
in this Lease, Lessee hereby acknowledges that neither the real estate broker
listed. in paragraph 15 hereof nor any cooperating broker on this transaction
nor the Lessor or any employee or agents of any of said persons has made any
oral or written warranties or representations to Lessee relative to the
condition or use by Lessee of the Premises or the Office Building Project and
Lessee acknowledges that Lessee assumes all responsibility regarding the
Occupational Safety Health Act, the legal use and adaptability of the Premises
and the compliance thereof with all applicable laws and regulations in effect
during the term of this Lease.

23. NOTICES. Any notice required or permitted to be given hereunder shall be in
writing and may be given by personal delivery or by certified or registered
mail, and shall be deemed sufficiently given if delivered or addressed to Lessee
or to Lessor at the address noted below or adjacent to the signature of the
respective parties, as the case may be. Mailed notices shall be deemed given
upon actual receipt at the address required, or forty-eight hours following
deposit In the mail, postage prepaid, whichever first occurs. Either party may
by notice to the other specify a different address for notice purposes except
that upon Lessee's taking possession of the Premises, the Premises shall
constitute Lessee's address for notice purposes. A copy of all notices required
or permitted to be given to Lessor hereunder shall be concurrently transmitted
to such party or parties at such addresses as Lessor may from time to time
hereafter designate by notice to Lessee.

24. WAIVERS. No waiver by Lessor of any provision hereof shall be deemed a
waiver of any other provision hereof or of any subsequent breach by Lessee of
the same or any other provision. Lessor's consent to, or approval of, any act
shall not be deemed to render unnecessary the obtaining of Lessor's consent to
or approval of any subsequent act by Lessee. The acceptance of rent hereunder by
Lessor shall not be a waiver of any preceding breach by Lessee of any provision
hereof, other than the failure of Lessee to pay the particular rent so accepted,
regardless of Lessor's knowledge OF such preceding breach at the time of
acceptance of such rent.

25. RECORDING. Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a "short form" memorandum of this
Lease for recording purposes.

26. HOLDING OVER. If Lessee, with Lessor's consent, remains in possession of the
Premises or any part thereof after the expiration of the term hereof, such
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease pertaining to the obligations of Lessee, except that the rent payable
shall be one hundred twenty-five percent (125%) of the rent payable immediately
preceding the termination date of this Lease, and all Options, if any, granted
under the terms of this lease shall be deemed terminated and be of no further
effect during said month to month tenancy.

27. CUMULATIVE REMEDIES. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.

28. COVENANTS AND CONDITIONS. Each provision of this Lease performable by Lessee
shall be deemed both a covenant and a condition.

29. BINDING EFFECT; CHOICE OF LAW. Subject to any provisions hereof restricting
assignment or subletting by Lessee and subject to the provisions of paragraph
17, this Lease shall bind the parties, their personal representatives,
successors and assigns. This Lease shall be governed by the laws of the State
where the Office Building Project is located and any litigation concerning this
Lease between the parties hereto shall be initiated in the county in which the
Office Building Project is located.

30.  SUBORDINATION.

         (a) This Lease, and any Option or right of first refusal granted
hereby, at Lessor's option, shall be subordinate to any ground lease, mortgage,
deed of trust, or any other hypothecation or security now or hereafter placed
upon the Office Building Project and to any and all advances made on the
security thereof and to all renewals, modifications, consolidations.
replacements and extensions thereof, Notwithstanding such subordination,
Lessee's right to quiet possession of the Premises shall not be disturbed if
Lessee Is not in default and so long as Lessee shall pay the rent and observe
and perform all of the

<PAGE>

provisions of this Lease, unless this Lease is otherwise terminated pursuant to
its terms. If any mortgagee, trustee or ground lessor shall elect to have this
Lease and any Options granted hereby prior to the lien of its mortgage, deed of
trust or ground lease, and shall give written notice thereof to Lessee, this
Lease and such Options shall be deemed prior to such mortgage, deed of trust or
ground lease, whether this Lease or such Options are dated prior or subsequent
to the date of said mortgage, deed of trust or ground lease or the date of
recording thereof.
         (b) Lessee agrees to execute any documents required to effectuate an
attornment, a subordination, or to make this Lease or any Option granted herein
prior to the lien of any mortgage, deed of trust or ground lease, as the case
may be. Lessee's failure to execute such documents within ten (10) days after
written demand shall constitute a material default by Lessee hereunder without
further notice to Lessee or, at Lessor's option, Lessor shall execute such
documents on behalf of Lessee as Lessee's attorney-in-fact. Lessee does hereby
make, constitute and irrevocably appoint Lessor as Lessee's attorney-in-fact and
in Lessee's name, place and stead, to execute such documents in accordance with
this paragraph 30(b).

31. ATTORNEYS' FEES.

       31.1 It either party or the broker(s) named herein bring an action to
enforce the terms hereof or declare rights hereunder, the prevailing party In
any such action, trial or appeal thereon, shall be entitled to his reasonable
attorneys' fees to be paid by the losing party as fixed by the court in the same
or a separate suit, and whether or not such action Is pursued to decision or
judgment. The provisions of this paragraph shall inure to the benefit of the
broker named herein who seeks to enforce a right hereunder.

       31.2 The attorneys' fee award shall not be computed in accordance with
any court fee schedule, but shall be such as to fully reimburse all attorneys'
fees reasonably Incurred In good faith.

       31.3 Lessor shall be entitled to reasonable attorneys' fees and all other
costs and expenses incurred in the preparation and service of notice of default
and consultations in connection therewith, whether or not a legal transaction is
subsequently commenced In connection with such default.

32. LESSOR'S ACCESS.

       32.1 Lessor and Lessor's agents shall have the right to enter the
Premises at reasonable times for the purpose of inspecting the same, performing
any services required of Lessor, showing the same to prospective purchasers,
lenders, or lessees, taking such safety measures, erecting such scaffolding or
other necessary structures, making such alterations, repairs, improvements or
additions to the Premises or to the Office Building Project as Lessor may
reasonably deem necessary or desirable and the erecting, using and maintaining
of utilities, services, pipes and conduits through the Premises and/or other
Premises as long as there is no material adverse effect to Lessee's use of the
Premises. Lessor may at any time place on or about the Premises or the Building
any ordinary "For Sale" signs and Lessor may at any time during the last 120
days of the term hereof place on or about the Premises any ordinary "For Lease"
signs.

       32.2 All activities of Lessor pursuant to this paragraph shall be without
abatement of rent, nor shall Lessor have any liability to Lessee for the same.

       32.3 Lessor shall have the right to retain keys to the Premises and to
unlock all doors in or upon the Premises other than to files, vaults and sales,
and in the case of emergency to enter the Premises by any reasonably appropriate
means, and any such entry shall not be deemed a forcible or unlawful entry or
detainer of the Premises or an eviction. Lessee waives any charges for damages
or injuries or interference with Lessee's property or business in connection
therewith.

33. AUCTIONS. Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily. any auction upon the Premises of the Common Areas
without first having obtained Lessor's prior written consent. Notwithstanding
anything to the contrary in this Lease. Lessor shall not be obligated to
exercise any standard of reasonableness in determining whether to grant such
consent. The holding of any auction on the Premises or Common Areas in violation
of this paragraph shall constitute a material default of this Lease.

34. SIGNS. Lessee shall not place any sign upon the Premises or the Office
Building Project without Lessor's prior written consent. Under no circumstances
shall Lessee place a sign on any roof of the Office Building Project.

35. MERGER. The voluntary or other surrender of this Lease by Lessee, or a
mutual cancellation thereof, or a termination by Lessor, shall not work a
merger, and shall, at the option of Lessor, terminate all or any existing
subtenancies or may, at the option of Lessor, operate as an assignment to Lessor
of any or all of such subtenancies.
<PAGE>

36. CONSENTS. Except for paragraphs 33 (auctions) and 34 (signs) hereof,
wherever in this Lease the consent of one party is required to an act of the
other party such consent shall not be unreasonably withheld or delayed.

37. GUARANTOR. In the event that there is a guarantor of this Lease, said
guarantor shall have the same obligations as Lessee under this Lease.

38. QUIET POSSESSION. Upon Lessee paying the rent for the Premises and observing
and performing all of the covenants, conditions and provisions on Lessee's part
to be observed and performed hereunder, Lessee shall have quiet possession of
the Premises for the entire term hereof subject to all of the provisions of this
Lease. The individuals executing this Lease on behalf of Lessor represent and
warrant to Lessee that they are fully authorized and legally capable of
executing this Lease on behalf of Lessor and that such execution is binding upon
all parties holding an ownership interest in the Office Building Project.

39. OPTIONS.

       39.1 DEFINITION. As used in this paragraph the word "Option" has the
following meaning: (1) the right or option to extend the term of this Lease or
to renew this Lease or to extend or renew any lease that Lessee has on other
property of Lessor; (2) the option of I ht of first refusal to lease the
Premises or the right of first offer to lease the Premises or the right of first
refusal to lease other space within the Office Building Project or other
property of Lessor or the right of first offer to lease other space within the
Office Building Project or other property of Lessor; (3) the right or option to
purchase the Premises or the Office Building Project, or the right of first
refusal to purchase the Premises or the Office Building Project or the right of
first offer to purchase the Premises or the Office Building Project, or the
right or option to purchase other property of Lessor, or the right of first
refusal to purchase other property of Lessor or the right of first offer to
purchase other property of Lessor.

       39.2 OPTIONS PERSONAL. Each Option granted to Lessee in this Lease is
personal to the original Lessee and may be exercised only by the original Lessee
while occupying the Premises who does so without the intent of thereafter
assigning this Lease or subletting the Premises or any portion thereof, and may
not be exercised or be assigned, voluntarily or involuntarily, by or to any
person or entity other than Lessee; provided, however, that an Option may be
exercised by or assigned to any Lessee Affiliate as defined In paragraph 12.2 of
this Lease. The Options, if any, herein granted to Lessee are not assignable
separate and apart from this Lease. nor may any Option be separated from this
Lease in any manner, either by reservation or otherwise.

       39.3 MULTIPLE OPTIONS. In the event that Lessee has any multiple options
to extend or renew this Lease a later option cannot be exercised unless the
prior option to extend or renew this Lease has been so exercised.

       39.4  EFFECT OF DEFAULT ON OPTIONS.

         (a) Lessee shall have no right to exercise an Option, notwithstanding
any provision in the grant of Option to the contrary, (I) during the Wile
commencing from the date Lessor gives to Lessee a notice of default pursuant to
paragraph 13.1(c) or 13.1(d) and continuing until the noncompliance alleged in
said notice of default is cured, or (it) during the period of time commencing on
the day after a monetary obligation to Lessor Is due from Lessee and unpaid
(without any necessity for notice thereof to Lessee) and continuing until the
obligation is paid, or (III) in the event that Lessor has given to Lessee three
or more notices of default tinder paragraph 13.1(c), or paragraph 13.1 (d),
whether or not the defaults are cured, during the 12 month period of time
immediately prior to the time that Lessee attempts to exercise the subject
Option, (iv) if Lessee has committed any non-curable breach, including without
limitation those described in paragraph 13.1(b), or is otherwise in default of
any of the terms, covenants or conditions of this Lease.
         (b) The period of time within which an Option may be exercised shall
not be extended or enlarged by reason of Lessee's Inability to exercise an
Option because of the provisions of paragraph 39.4(a).
         (c) All rights of Lessee under the provisions of an Option shall
terminate and be of no further force or effect, notwithstanding Lessee's due and
timely exercise of the Option, it, after such exercise and during the term of
this Lease, (1) Lessee fails to pay to Lessor a monetary obligation of Lessee
for a period of thirty (30) days after such obligation becomes due (without any
necessity of Lessor to give notice thereof to Lessee), or (ii) Lessee falls to
commence to cure a default specified in paragraph 13.1(d) within thirty (30)
days after the date that Lessor gives notice to Lessee of such default and/or
Lessee fails thereafter to diligently prosecute said cure to completion, or
(111) Lessor gives to Lessee three or more notices of default under paragraph
13.1 (c), or paragraph 13.1 (d), whether or not the defaults are cured, or (iv)
It Lessee has committed any non-curable breach, including without limitation
those described in paragraph 13.1 (b), or is otherwise in default of any of the
terms, covenants and conditions of this Lease.

40. SECURITY MEASURES-LESSOR'S RESERVATIONS.

       40.1 Lessee hereby acknowledges that Lessor shall have no obligation
whatsoever to provide guard service or other security measures for the benefit
of the Premises or the Office Building Project. Lessee assumes all
responsibility for the protection of

<PAGE>

Lessee, its agents, and invitees and the property of Lessee and of Lessee's
agents and invitees from acts of third parties. Nothing herein contained shall
prevent Lessor, at Lessor's sole option, from providing security protection for
the Office Building Project or any part thereof, in which event the cost thereof
shall be included within the definition of Operating Expenses, as set forth in
paragraph 4.2(b).

       40.2  Lessor shall have the following rights:

         (a) To change the name, address or title of the Office Building Project
or building In which the Premises are located upon not less than 90 days prior
written notice. The current owner, Bradshaw Plaza Group, will not change the
name or address of the building;
         (b) To, at Lessee's expense, provide and install Building standard
graphics on the door of the Premises and such portions of the Common Areas as
Lessor shall reasonably deem appropriate;
         (c) To permit any lessee the exclusive right to conduct any business as
long as such exclusive does not conflict with any rights expressly given herein;
         (d) To place such signs, notices or displays as Lessor reasonably deems
necessary or advisable upon the root, exterior of the buildings or the Office
Building Project or on pole signs in the Common Areas;

       40.3 Lessee shall not:

         (a) Use a representation (photographic or otherwise) of the Building or
the Office Building Project or their name(s) in connection with Lessee's
business;
         (b) Suffer or permit anyone, except in emergency, to go upon the roof
of the Building.

41. EASEMENTS.

       41.1 Lessor reserves to itself the right, from time to time, to grant
such easements, rights and dedications that Lessor deems necessary or desirable.
and to cause the recordation of Parcel Maps and restrictions, so long as such
easements, rights, dedications, Maps and restrictions do not unreasonably
interfere with the use of the Premises by Lessee. Lessee shall sign any of the
aforementioned documents upon request of Lessor and failure to do so shall
constitute a material default of this Lease by Lessee without the need for
further notice to Lessee.

       41.2 The obstruction of Lessee's view, air, or light by any structure
erected in the vicinity of the Building, whether by Lessor or third parties,
shall in no way affect this Lease or impose any liability upon Lessor.

42. PERFORMANCE UNDER PROTEST. If at any time a dispute shall arise as to any
amount or sum of money to be paid by one party to the other under the provisions
hereof, the party against whom the obligation to pay the money Is asserted shall
have the right to make payment "under protest" and such payment shall not be
regarded as a voluntary payment, and there shall survive the right on the part
of said party to institute suit for recovery of such sum. If it shall be
adjudged that there was no legal obligation on the part of said party to pay
such sum or any part thereof, said party shall be entitled to recover such sum
or so much thereof as it was not legally required to pay under the provisions of
this Lease.

43. AUTHORITY. If Lessee Is a corporation. trust, or general or limited
partnership, Lessee, and each individual executing this Lease on behalf of such
entity represent and warrant that such individual is duly authorized to execute
and deliver this Lease on behalf of said entity. If Lessee is a corporation,
trust or partnership. Lessee shall, within thirty (30) days after execution of
this Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.

44. CONFLICT. Any conflict between the printed provisions, Exhibits or Addenda
of this Lease and the typewritten or handwritten provisions, it any, shall be
controlled by the typewritten or handwritten provisions.

45. NO OFFER. Preparation of this Lease by Lessor or Lessor's agent and
submission of same to Lessee shall not be deemed an offer to Lessee to lease.
This Lease shall become binding upon Lessor and Lessee only when fully executed
by both parties.

46. LENDER MODIFICATION. Lessee agrees to make such reasonable modifications to
this Lease as may be reasonably required by an institutional lender in
connection with the obtaining of normal financing or refinancing of the Office
Building Project.

47. MULTIPLE PARTIES. If more than one person or entity Is named as either
Lessor or Lessee herein, except as otherwise expressly provided herein, the
obligations of the Lessor or Lessee herein shall be the joint and several
responsibility of all persons or entities named herein as such Lessor or Lessee,
respectively
<PAGE>

48. WORK LETTER. This Lease is supplemented by that certain Work Letter of even
date executed by Lessor and Lessee, attached hereto as Exhibit C, and
incorporated herein by this reference.

49. ATTACHMENTS. Attached hereto are the following documents which constitute a
part of this Lease:

                                 Addendum
                     Exhibit A -      Site Plan
                     Exhibit A-1      Floor Plan
                     Exhibit B        Rules and Regulations

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED
AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT AT THE TIME THIS
LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND
EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.

IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR
ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKER OR ITS
AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX
CONSEQUENCES OF THIS LEASE OR THE TRANSACTION RELATING THERETO; THE PARTIES
SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND
TAX CONSEQUENCES OF THIS LEASE.

         LESSOR                                        LESSEE

Bradshaw Plaza Group                          American River Bank
by /s/ CHARLES D. FITE                        By /s/ DAVID TABER
   --------------------------------              ------------------------------
   Charles D. Fite                               David Taber
its Agent                                        its Executive Vice President
                                                 and Chief Operation Officer

Executed at Sacramento, California            Executed at Sacramento, California
on 2/11/2000                                  on 2/10/2000
   --------------------------------              -------------------------------
Address: 9857 Horn Road, Sacramento, CA 95827 Address: 1545 River Park Drive,
                                              Suite 107
                                              Sacramento, California 95815


<PAGE>

                                    ADDENDUM

This Lease Addendum ("Addendum") is dated this 3 1st day of January, 2000, to
that CERTAIN LEASE dated January 31, 2000, by and between BRADSHAW PLAZA GROUP
as "Lessor," herein, and AMERICAN RIVER BANK as "Lessee", regarding Suite 100 at
9750 Business Park Dive, Sacramento, CA 95827.

1.   RELEASE FROM OTHER LEASE OBLIGATIONS. This lease is intended to replace the
     original Lease dated October 22, 1984 and therefore, concurrent with the
     commencement of this new lease agreement, Lessee will be released from the
     remainder of its obligations under the original lease dated October 22,
     1984, subsequently amended on April 20, 1988, April 11, 1990, and May 1,
     1995.

     For and in consideration of Lessee's recent remodel of the leased premises,
     at Lessee's sole cost and expense, Lessor and Lessee have negotiated this
     new 7-year term lease to commence upon Lessee's completion of those
     improvements. Said commencement date is hereby mutually agreed to be
     December 1, 1999.

2.   BASE MONTHLY RENT:

     Lessee shall pay to Lessor as rent for the premises, monthly payments as
     follows:

             Months                    Base                Monthly Rent

             1- 12            $ 7,100.00 per month       ($1.547 per sf)
             13-24            $ 7,100.00 per month       ($1.547 per sf)
             25-36            $ 7,100.00 per month       ($1.547 per sf)
             37-48            $ 7,300.00 per month       ($1.59 per sf)
             49-60            $ 7,500.00 per month       ($1.63 per sf)
             61 72            $ 7,700.00 per month       ($1.68 per sf)
             73-84            $ 7,900.00 per mouth       ($1.72 per sf)

3.   OPERATING EXPENSES. Lessor shall be responsible for all Base Year ("2000")
     operating expenses associated with the operation of the office park
     (excepting Lessee's janitorial which Lessee contracts directly for). Lessee
     will pay its proportionate share of increases in the operating expenses for
     subsequent years. "Base Year" is defined as the calendar year 2000.

4.   SERVICES AND UTILITIES . Lessor shall pay the appropriate Supplier directly
     for utilities (i.e. electricity and gas.) Lessee shall provide its own
     janitorial services for its leased premises at its own cost and expense.

5.   SIGNAGE: Lessee does hereby agree to conform to the sign criteria which has
     been established for the office park. Any modifications or deviations
     thereto must be approved in writing by Lessor, prior to fabrication or
     installation. Lessee shall be responsible for all costs associated with its
     signage, including the removal and repairs upon Tenant's vacating the
     premises.

6.   CONDITION OF PREMISES. Lessee ACCEPTS THE PREMISES IN "as is" condition and
     no improvements are required or being installed by Lessor at (his time. Any
     future improvements, cosmetic or otherwise, will be at the Lessee's sole
     cost and expense and must be approved in writing prior to any work being
     done.

7.   OPTION TO RENEW. Lessor hereby grants to Lessee the option to renew this
     lease for one (1) additional five (5) year term under the same terms and
     conditions of this primary lease, except for the monthly rent which shall
     be negotiated to then current market rates. Said option shall be subject to
     the following conditions:

     a) This lease shall be in full force and effect at the time of notice of
     exercise of option is given and on die last day of the term;

     b) Lessee shall not be in default under any provision of this Lease at the
     time notice of exercise is given, or any time during the term of the Lease
     for a cumulative period of more than sixty (60) days; and

     c) Lessee shall give Lessor written notice, six (6) months prior to the
     last day of the term, irrevocably exercising die option to extend.

8.   OCCUPANCY: Should any governmental authority require any additional
     improvements, modifications,


<PAGE>

     licenses and/or permits of any kind, including but not limited to a
     conditional use permit due to Lessee's use and/or occupancy of the
     premises, it shall be provided by Lessee, at Lessee's sole expense.

9.   LESSEE ACCESS AND PARKING RIGHTS:

     a) Lessee shall have full and unimpaired access to the premises;
     b) Lessee shall have the non-exclusive right to use, in common with others
     entitled therewith, the common areas and car parking areas of the lot on
     which the premises are located subject to all the rules and regulations for
     use thereof as prescribed from time to time by Lessor.

10.  IDENTIFICATION OF LESSEE: If more than one person executes this Lease and
     Lessee, (a) each of them is jointly and severally liable for the keeping,
     observing and performing of all of the terms, covenants, conditions,
     provisions and agreements of this Lease to be kept, observed and performed
     by Lessee, and (b) the term "Lessee" as used in THIS Lease shall mean and
     include each of them jointly and severally. The act of or notice from, or
     notice or refund to, or the signature of, any one or more of them, with
     respect to the tenancy of this Lease, including, but not limited to, any
     renewal, extension, expiration, termination or modification of this Lease,
     shall be binding upon each and all of the persons executing this Lease as
     Lessee with the same force and effect as if each and all of them had so
     acted or so given or received such notice or refund or so signed.

11.  TERMS AND HEADINGS: The words "Lessor" and "Lessee", and "Landlord" and
     "Tenant" as used herein shall include the plural as well as the singular.
     Words used in any gender include other genders. The Paragraph headings of
     this lease are not a part of this Lease and shall have no effect upon the
     construction or interpretation of any part hereof.

12.  ACCORD AND SATISFACTION: No payment by Lessee or receipt by Lessor of a
     lesser amount than the rent payment herein stipulated shall be deemed to be
     other than on account of the rent, nor shall nay endorsement or statement
     on any check or any letter accompanying any check or payment as rent be
     deemed an accord and satisfaction, and Lessor may accept such check or
     payment without prejudice to Lessor's right to recover the balance of such
     rent or pursue any other remedy provided in this Lease.

13.  RENEWAL REPRESENTATION: It shall be Lessee's sole obligation to pay any
     brokers commissions should Lessee retain a broker to represent Lessee in
     negotiating the renewal of this Lease.

14.  EXCLUSIVE USE: During the term, Lessor shall not, without Lessee's written
     consent, rent any part of the building or office park in which premises are
     located, to another commercial bank.


LESSEE:      AMERICAN RIVERBANK

By: /s/ DAVID TABER
    -----------------------------
    David Taber, Executive Vice President and
    Chief Operation Officer

Date: 2-10-00


LESSOR:     BRADSHAW PLAZA GROUP

By: /s/ CHARLES D. FITE
    ------------------------------
    Charles D. Fite, Agent

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

<PAGE>

                            RULES AND REGULATIONS FOR
                              STANDARD OFFICE LEASE

Dated:__________________________________

By and Between___________________________________________________

                                  GENERAL RULES

1.   Lessee shall not suffer or permit the obstruction of any Common Areas,
     Including DRIVEWAYS, WALKWAYS AND STAIRWAYS.

2.   Lessor reserves the right to refuse access to any persons Lessor in good
     faith judges to be a threat to the safety, reputation, or property of the
     Office Building Project and Its occupants.

3.   Lessee shall not make or permit any noise or odors that annoy or Interfere
     with other lessees or persons having business within the Office Building
     Project.

4.   Lessee shall not keep animals or birds within the Office Building Project,
     and shall not bring bicycles, motorcycles or other vehicles into areas not
     designated as authorized for same.

5.   Lessee shall not make, suffer or permit litter except In appropriate
     receptacles for that purpose.

6.   Lessee shall not alter any lock or Install new or additional locks or
     bolts.

7.   Lessee shall be responsible for the inappropriate use of any toilet rooms,
     plumbing or other utilities. No foreign substances of any kind are to be
     inserted therein.

8.   Lessee shall not deface the walls, partitions or other surfaces of the
     premises or Office Building Project.

9.   Lessee shall not puffer or permit any thing in or around the Premises or
     Building that causes excessive vibration or floor loading In any part of
     the Office Building Project.

10.  Furniture, significant freight and equipment shall be moved into or out of
     the building only with the Lessor's knowledge and consent, and subject to
     such reasonable limitations, techniques and timing, as may be designated by
     Lessor. Lessee shall be responsible for any damage to the Office Building
     Project arising from any such activity.

11.  Lessee shall not employ any service or contractor for services or work to
     be performed in the Building, except as approved by Lessor.

12.  Lessor reserves the right to close and lock the Building on Saturdays,
     Sundays and legal holidays, and ON OTHER DAYS BETWEEN THE HOURS of
     ________P.M. and ________ A.M. of the following day. If Lessee uses the
     Premises during such periods, Lessee shall be responsible for securely
     locking any doors it may have opened for entry.

13.  Lessee shall return all keys at the termination of its tenancy and shall be
     responsible for the cost of replacing any keys that are lost.

14.  No window coverings, shades or awnings shall be installed or used by
     Lessee.

15.  NO LESSEE, EMPLOYEE or invitee shall go upon the roof of the Building.

16.  Lessee shall not suffer or permit smoking or carrying of lighted cigars or
     cigarettes In areas reasonably designated by Lessor or by applicable
     governmental agencies as non-smoking areas.

17.  Lessee shall not use any method of heating or air conditioning other than
     as provided by Lessor.

18.  Lessee shall not Install, maintain or operate any vending machines upon the
     Premises without Lessor's written consent.

19.  The Premises shall not be used for lodging or manufacturing, cooking or
     food preparation.
<PAGE>

20.  Lessee shall comply with all safety, fire protection and evacuation
     regulations established by Lessor or any applicable governmental agency.

21.  Lessor reserves the right to waive any one of these rules or regulations,
     and/or as to any particular Lessee, and any such waiver shall not
     constitute a waiver of any other rule or regulation or any subsequent
     application thereof to such Lessee.

22.  Lessee assumes all risks from theft or vandalism and agrees to keep Its
     Premises locked as may be required.

23.  Lessor reserves the right to make such other reasonable rules and
     regulations as it may from time to time deem necessary for the appropriate
     operation and safety of the Office Building Project and its occupants.
     Lessee agrees to abide by these and such rules and regulations.

                                  PARKING RULES

1.   Parking areas shall be used only for parking by vehicles no longer than
     full size, passenger automobiles herein called "Permitted Size Vehicles"
     Vehicles other than Permitted Size Vehicles are herein referred to as
     "Oversized Vehicles".

2.   Lessee shall not permit or allow any vehicles that belong to or are
     controlled by Lessee or Lessee's employees, suppliers, shippers, customers,
     or invitees to be loaded, unloaded, or parked In areas other than those
     designated by Lessor for such activities.

3.   Parking stickers or Identification devices shall be the property of Lessor
     and be returned to Lessor by the holder thereof upon termination of the
     holder's parking privileges. Lessee will pay such replacement charge as Is
     reasonably established by Lessor for the loss of such devices.

4.   Lessor reserves the right to refuse the sale of monthly identification
     devices to any person or entity that willfully refuses to comply with the
     applicable rules, regulations, laws and/or agreements.

5.   Lessor reserves the right to relocate all or a part of parking spaces from
     floor to floor, within one floor, and/or to reasonably adjacent offsite
     location(s), and to reasonably allocate them between compact and standard
     size spaces, as long as the same complies with applicable laws, ordinances
     and regulations.

6.   Users of the parking area will obey all posted signs and park only in the
     areas designated for vehicle parking.

7.   Unless otherwise instructed, every person using the parking area Is
     required to park and lock his own vehicle.Lessor will not be responsible
     for any damage to vehicles, injury to persons or loss of property, all of
     which risks are assumed by the party using the parking area.

8.   Validation, if established, will be permissible only by such method or
     methods as Lessor and/or its licensee may establish at rates generally
     applicable to visitor parking.

9.   The maintenance, washing, waxing or cleaning of vehicles In the parking
     structure or Common Areas Is prohibited.

10.  Lessee shall be responsible for seeing that all of its employees, agents
     and invitees comply with the applicable parking rules, regulations, laws
     and agreements.

11.  Lessor reserves the right to modify these rules and/or adopt such other
     reasonable and non-discriminatory rules and regulations as it may deem
     necessary for the proper operation of the parking area.

12.  Such parking use as Is herein provided Is Intended merely as a license only
     and no bailment Is Intended or shall be created hereby

                                                        INITIALS________________

                               FULL SERVICE-GROSS
                                    EXHIBIT B

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