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                                                                   Exhibit 10.11

                                LEASE AGREEMENT

         THIS AGREEMENT made in duplicate on June 26, 2000

BY AND BETWEEN

                           KENNETH C. BUSSEY, LANDLORD

    AND                      Business Bank of California

IN CONSIDERATION of the payment of rent and the performance of various
covenants, conditions and agreements herein contained, Landlord leases to Tenant
the following described premises and property, which Tenant accepts in its
present condition upon the terms, provisions and conditions of this Lease
Agreement;

                               LEASED PREMISES:

                136 S. Arrowhead Ave, San Bernardino, Ca 92408

being a  commercial area and office units,
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     1.   TENANT'S COVENANTS: In consideration of the mutual promises, covenants
and agreements contained herein, Tenant covenants and agrees with Landlord as
follows:

     (a)  To pay rent promptly when due;

     (b)  To commit no waste of the leased premises nor to permit any acts to be
          done thereon in violation of any law or ordinance, and not to use or
          permit the use of the leased premises for any illegal purpose;

     (c)  To pay and discharge all taxes and assessments levied or assessed
          against the personal property of the Tenant situated upon the leased
          premises;

     (d)  To keep the interior and exterior of the leased premises in a clean
          and orderly condition at all times during the term of this lease;

     (e)  Upon expiration of the term stated herein, or upon sooner termination
          of this lease for any reason, to quit and surrender up the premises in
          as good order and condition as reasonable use and wear will permit,
          damage by the elements and other casualty excepted; provided, however,
          if Tenant holds over after said term with the consent of the Landlord,
          express or implied, such tenancy shall be construed as a tenancy from
          month to month upon the same terms and conditions as herein provided,
          and the Tenant agrees to pay rent and other charges prevailing at the
          expiration of said term, as herein provided;

     (f)  To save and hold harmless the Landlord from all liability and claim
          for damages by reason of any injury to any person or persons,
          including Tenant, or property of any kind whatsoever and to whomsoever
          belonging,
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          including Tenant's from any cause or causes whatsoever while in, upon,
          or in any way connected with the said leased premises during the term
          of this rental or any extension thereof or any occupancy hereunder,
          Tenant hereby covenanting and agreeing to indemnify and save harmless
          Landlord from all Liability, loss, cost and obligations on account of
          or arising out of any such injuries or losses however occurring,
          except as to any damage or injury caused by acts or omissions of the
          Landlord or his agents;

     (g)  To make no structural alternations or repairs to the leased premises
          without the written consent of the Landlord first had and obtained and
          that such consent shall not be unreasonably withheld;

     (h)  To pay and discharge all mechanics liens which may be filled against
          the rented premises during the term hereof or within sixty (60) days
          thereafter, which liens are filed by leased premises by or at the
          instance and request of the tenant. All sums expended by the Landlord
          in discharge of said liens shall be repaid to Landlord by Tenant
          immediately on demand.

     2.   BUSINESS FIXTURES AND EQUIPMENT: It is expressly understood and agreed
     that Tenant may install business fixtures and equipment as may be necessary
     in the proper conduct of his business, and he may remove same upon
     expiration or termination of this lease, provided however that any damage
     caused by installation or removal shall be repaired by the Tenant; and in
     the event that the Tenant fails to do so, Landlord may repair any such
     damage and the Tenant shall be liable for the full cost thereof upon
     demand.
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     3.   DEFAULT: If default is made in the payment of rent of any sum herein
          agreed to be paid by the tenant, and not cured after ten (10) days'
          written notice, or in the performance of any agreement herein on its
          part to be performed and not cured after thirty (30) days' written
          notice, or if the Tenant be adjudged bankrupt or insolvent, then and
          in no event, the entire unpaid balance due for rent during the
          unexpired portion of the original term or any extended option period
          of this lease shall become immediately due and payable and shall not
          be apportioned, and it shall be lawful for the Landlord to re-enter
          upon the leased premises and take possession of them without process
          of law, and to terminate the lease.

     4.   NOTICE: Any notice that either of the parties shall desire to give to
          the other party may be sent by register or certified mail, postage
          prepaid, return receipt requested, addressed to the party at its
          address as set forth herein, and it will be deemed received when
          deposited in the mail, or it may be delivered in person.

     5.   ATTORNEYS' FEES: In the event either party or any assignee defaults
          and the other party commences legal proceedings to enforce the terms
          of this lease, or to terminate the tenancy herein, the prevailing
          party in any such action shall recover a reasonable sum as the Court
          may fix as attorneys' fees in addition to all other damages or relief
          granted.

     6.   ASSIGNMENT: The Tenant shall not assign this rental nor sublet any
          portion of the whole of the lease premises, except as otherwise may be
          provided herein, without the written consent of the Landlord first had
          and
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          obtained and that such consent shall not be unreasonable withheld and
          any such consent of the Landlord to any assignment or subletting once
          given shall not be deemed to be a waiver of this covenant against
          subsequent assignment and subletting.

     7.   CONDEMNATION: Where the entire or a substantial portion of the
          premises are condemned in a proceeding under eminent domain, the lease
          is terminated as of the date that Tenant is required to vacate the
          premises on written notice by Landlord or process of law pursuant to
          such condemnation proceedings; and the Tenant is relieved of the
          obligation to pay rent thereafter and not before. In the event of such
          condemnation proceedings the entire award for the taking of the land,
          buildings, and improvements owned by the Landlord shall belong to the
          Landlord.

     8.   WAIVER: The waiver by Landlord of any breach of any term, covenant or
          condition of this rental shall not be deemed to be a waiver of such
          term, covenant or condition or any subsequent breach of the same or
          any other term, covenant or condition. The subsequent acceptance of
          rent hereunder by Landlord shall not be deemed to be a waiver of any
          preceding breach by Tenant of any term, covenant or condition of this
          rental concerning which Landlord did not have notice.

     9.   PUBLIC LIABILITY INSURANCE: The tenant shall obtain and maintain in
          force during the term of this rental or any extension or renewal
          thereof, public liability insurance protecting the Landlord and the
          Leasee against liability to the public and third persons from any act
          or omission arising
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          from Leasor's use or occupancy of the leased premises with insured
          limits of liability not less than $100,000/$300,000. The Tenant shall
          furnish Landlord with certificates of such insurance coverage, or
          copies of insurance policies showing compliance with this paragraph.

     10.  GOVERNING LAW: This rental shall be governed by and shall be construed
          under the laws of the State of California. Tenant shall, at its cost
          and expense, comply with Federal, State, County, Municipal, and other
          governmental statues, ordinances, laws and regulations affecting the
          premises or any activity or condition on the premises.

     11.  CHANGES AND AMENDMENTS: This lease agreement may not be changed or
          amended except by written agreement signed by all parties to the
          Rental.

     12.  RENTAL CONSTRUED AS A WHOLE: The language in all parts of this Rental
          shall in all cases be construed as a whole according to its fair
          meaning upon the premises and recitals stated herein, and not strictly
          for or against either Landlord or Tenant.

     13.  UTILITIES: The tenant shall pay and discharge as same become due and
          payable all charges and assessments for public utilities, electric
          power and gas furnished to the rented premises during the term of this
          Lease.

     14.  USE: Any lawful use
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     15.  RENT: In consideration of the granting of this rental, Tenant promises
          and agrees to pay Landlord at San Bernardino, California, the
          following sums per month as rent, payable monthly in advance beginning
          on the first day of the term hereof and continuing on the first day of
          each successive calendar month thereafter during the term of this
          rental:

          The sum of $ 2,250.00, Two Thousand Two Hundred Fifty Dollars and
          no/100.

     16.  REPAIRS AND MAINTENANCE BY TENANT: Tenant at its expense shall be
          responsible for all repairs and maintenance of the entire leased
          premises during the term of this Leased property except for the roof
          and exterior painting, but including walls, interior painting and
          decorating, the plumbing, pipes and plumbing fixtures, electrical
          wiring and fixtures, floor and windows. The exterior of the rented
          premises must be kept free and clear of debris at all times. Upon
          assuming possession of the leased premises, the Tenant acknowledges
          that heating and air conditioning equipment situated thereon and
          installed for the use of the leased premises are in operable condition
          at the beginning of the term of this rental and all maintenance and
          necessary replacement of any air conditioning equipment and heating
          shall be the responsibility of Tenant at its expense during the term
          hereof. Landlord to upgrade air conditioning to a satisfactory level
          agreeable by both the tenant and the landlord.
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     17.  IMPROVEMENTS BY TENANT: Any improvements, additions to or alterations
          of the rented premises, except moveable furniture and trade fixtures,
          shall become at once a part of the realty and belong to Landlord, and
          shall not be moved by Tenant upon the termination of this rental.

     18.  TIME OF THE ESSENCE: Time is of the essence concerning the performance
          by Landlord and Tenant of all terms, provisions, conditions and
          covenants of this Rental.

     19.  BINDING ON SUCCESSORS: The covenants and conditions herein contained
          shall, subject to the provisions as to assignment, apply to and bind
          the heirs, successors, executors, administrators, and assigns of all
          the parties hereto.

     20.  AUTHORITY TO ENTER INTO RENTAL: Tenant acknowledges it has caused its
          corporate name and seal to be affixed hereto, and this Rental shall be
          executed by its President and/or Executive Vice President, who are
          duly authorized to do so pursuant to its By-Laws or a resolution of
          its Board.

     21.  PARKING: 20 spaces will be allotted.

          IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
          the day and year first above written.

     22.  TERM OF LEASE: This lease shall be for a term of one-year beginning
          August 1, 2000, with the option to renew annually.
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     23.  TERMINATION OF LEASE: If Leasee is unable to take possession the
          leased premises by August 15, 2000, this lease shall be terminated
          immediately.


          /s/ Kenneth C. Bussey
          --------------------------
          LANDLORD

          Kenneth C. Bussey
          2640 North "D" Street

          Apt. 6
          San Bernardino, CA

          Accepted and approved:



          Business Bank of California

          /s/
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          Dated this day June 26, 2000