Date                   October 19, 2004

         Landlord               Sonja Valentina LLC.

         Tenant                 North Valley Bank

         Premises               100 B Street, Suite 110, Santa Rosa, CA

                                Approximatly 3,321 rentable square feet

         Type of Lease          Full Service

         Use                    Bank and other related office uses

         Term                   Five (5) years from Rent Commencement Date

         Option to renew        Two (2) Five (5) year options to renew

         Estimated Lease
         Commencement Date      As of fully executed Lease Agreement

         Rent
         Commencement Date      March 1, 2005

         Initial Base Rent      Monthly:  $2.00 per square foot
                                Annually: $24.00 per square foot

         Annual rental
         increases              Bay area CPI no less than 2% no more than 5%

         Operating Expenses     Tenant's Percentage Share:  6.8%
                                Base Year: 2005

         Security Deposit       None
<PAGE>

         Real Estate Broker     Tenants: Orion Partners LTD., Connie Bradley

                                Landlords: Keegan & Coppin Company, Danny Jones

         Address for Notices    Landlord:  Lawrence Commercial Services
                                           2841 Cleveland Ave., Suite B
                                           Santa Rosa, CA  95403 (707) 570-0115

                                Tenant:    North Valley Bank
                                           Attn:  Micheal Cushman, President
                                           300 Park Marina Circle
                                           P.O. Box 994630
                                           Redding, CA  96099-4630

         Tenant Improvements    Landlord to provide $10 per usable square foot.
                                See Lease conditions Addendum item A
                                paragraph 1.

         Exhibits               A Building Plan, B Tenant Improvement Plan,
                                C Commencement Letter, D Rules and Regulations

         Addendum               1  Standard Lease Conditions, 2 Standard lease
                                Disclosure, 3 Agency Disclosure


Signatures:

/s/ MICHAEL J. CUSHMAN  PRES/CEO       /s/ [illegible]
---------------------------------      ----------------------------------------
Tenant   M.J. Cushman                  Landlord
<PAGE>

TABLE OF CONTENTS

Section                                                                    Page
-------                                                                    ----

1.       Premises                                                           1
2.       Term                                                               1
3.       Rent                                                               1
4.       Base Rent                                                          2
5.       Additional Rent -
         Annual Rent Adjustments/
         Operating Expenses                                                 2
6.       Proration of Rent                                                  3
7.       Tenant Improvements                                                3
8.       Use of the Premises                                                3
9.       Alterations                                                        4
10.      Repairs                                                            4
11.      Damage or Destruction                                              4
12.      Eminent Domain                                                     5
13.      Indemnity and Insurance                                            5
14.      Assignment or Sublet                                               6
15.      Default                                                            6
16.      Landlord's Right to Perform Tenant's
         Covenants                                                          8
17.      Security Deposit                                                   8
18.      Surrender of Premises                                              8
19.      Holding Over                                                       8
20.      Access to Premises                                                 8
21.      Signs                                                              9
22.      Waiver of Subrogation                                              9
23.      Subordination                                                      9
24.      Transfer of the Property                                           9
25.      Estoppel Certificates                                             10
26.      Mortgagee Protection                                              10
27.      Attorneys' Fees                                                   10
28.      Brokers                                                           10
29.      Utilities and Services                                            10
30.      Tenant Placement                                                  11
31.      Acceptance                                                        11
32.      Use of Building Name                                              11
33.      Recording                                                         11
34.      Quitclaim                                                         11
35.      Notices                                                           11
36.      Landlord's Exculpation                                            11
37.      General                                                           12
         Signatures                                                        13
<PAGE>

THIS LEASE, which is effective as of the date set forth in the Basic Lease
Information, is entered by Landlord and Tenant, as set forth in the Basic Lease
Information. Terms which are capitalized in this Lease shall have the meanings
set forth in the Basic Lease Information.

1.  Premises.

    Landlord leases to Tenant, and Tenant leases from Landlord, the Premises
    described in the Basic Lease Information, together with the right in common
    to use the Common Areas of the Building and the Property (as shown in
    Exhibit A). The Common Areas shall mean the areas and facilities within the
    Building and the Property provided and designated by Landlord for the
    general use, convenience or benefit of Tenant and other tenants and
    occupants of the Building (e.g., restrooms; janitorial, telephone and
    electrical closets; and unreserved parking areas).

2.  Term.

    a.   Lease Term. The Term of this Lease shall commence on the Commencement
         Date (as defined in Subsection 2.b.) and, unless terminated on an
         earlier date in accordance with the terms of this Lease, shall extend
         for the period (i.e., Term) specified in the Basic Lease Information.

    b.   Commencement Date. The "Commencement Date" of this Lease shall be the
         earliest to occur of the following, as reasonably determined by
         Landlord: (i) the date the applicable local government authority (e.g.,
         the city in which the Building is located) approves the improvements
         ("Improvements") which Landlord is to construct pursuant to Exhibit B,
         as evidenced by a final signed-off building permit or certificate of
         occupancy for the Improvements; (ii) the date Landlord's contractor
         certifies that the Improvements have been substantially completed
         (except for punch list items); (iii) the date Tenant occupies the
         Premises; or (iv) the date the Commencement Date would have occurred
         but for Tenant delays, as described in Exhibit B.

    c.   Premises Not Delivered. If, for any reason, Landlord cannot deliver
         possession of the Premises to Tenant by the Estimated Commencement Date
         (as set forth in the Basic Lease Information), (i) Tenant shall not be
         obligated to pay Rent until the Commencement Date; (ii) the Term shall
         not be extended; (iii) the failure shall not affect the validity of
         this Lease, or the obligations of Tenant under this Lease; and (iv)
         Landlord shall not be subject to any liability.

    d.   Commencement Date Memorandum. When the Commencement Date is
         determined, the parties shall execute a Commencement Date Memorandum,
         in the form attached hereto as Exhibit C, setting forth the
         Commencement Date and the expiration date ("Expiration Date") of this
         Lease.

    e.   Early Entry. If Tenant is permitted to enter the Premises prior to the
         Commencement Date for the purposes of fixturing or any purpose other
         than occupancy permitted by Landlord, the entry shall be subject to all
         the terms and provisions of this Lease, except that the payment of Rent
         shall commence as of the Commencement Date.

3.  Rent.

    As used in this Lease, the term "Rent" shall include: (i) the Base Rent;
    (ii) Tenant's Percentage Share of the total dollar increase, if any, in the
    Operating Expenses paid or incurred by Landlord during the calendar year
    over the Operating Expenses paid or incurred by Landlord during the Base
    Year (as set forth in the Basic Lease Information), and (iii) all other
    amounts which Tenant is obligated to pay under the terms of this Lease. All
    amounts of money payable by Tenant to Landlord shall be paid without prior
    notice or demand, deduction or offset. If any installment of Rent is not
    paid by the fifth (5th) day of the month, Tenant shall pay to Landlord a
    late payment charge equal to five percent (5%) of the amount of the
    delinquent installment, in addition to the installment of Rent then owing,
    regardless of whether a notice of default or notice of termination has been
    given by Landlord. In addition to the five percent (5%) late charge, any
    Rent or other amounts owing hereinunder which are not paid within five (5)
    days after the date they are due shall thereafter bear interest at the rate
    ("Interest Rate") which is the lesser of eighteen percent (18%) per annum or
    the maximum rate permitted by law.

                                       1
<PAGE>

4.  Base Rent.

    a.   Initial Base Rent. Tenant shall pay Base Rent to Landlord (or other
         entity designated by Landlord), in advance, on the first day of each
         calendar month of the Term, at Landlord's address for notices (as set
         forth in the Basic Lease Information) or at such other address as
         Landlord may designate. The Initial Base Rent shall be the amount set
         forth in the Basic Lease Information. Upon executing this Lease, Tenant
         shall pay an amount equal to the monthly Base Rent stated on the Basic
         Lease Information, which shall be credited against the Base Rent due at
         the beginning of the Term.

    b.   CPI Adjustment. The Initial Base Rent shall be increased if, at the
         commencement of the second lease year of the Term, the Consumer Price
         Index ("CPI") for All Urban Consumers, All Items, for the San
         Francisco-Oakland Metropolitan Area (1982 - 84 = 100), as published by
         the Bureau of Labor Statistics of the U.S. Department of Labor
         ("Bureau"), increases over the base period index not below 2% and not
         to exceed 5% ("Base Period Index"). The then existing Base Rent shall
         be increased at the commencement of each lease year thereafter if the
         CPI increases over the Base Period Index. The Base Period Index shall
         be the CPI for the calendar month which is four (4) months prior to the
         month in which this Lease commences. The Base Period Index shall be
         compared with the CPI for the same calendar month for each subsequent
         year ("Comparison Month"). If the CPI for any Comparison Month is
         higher than the Base Period Index, then the Base Rent (i.e., the
         Initial Base Rent for the first lease year and the then existing Base
         Rent for each subsequent lease year) shall be increased by the
         identical percentage commencing with the next anniversary of the
         commencement of this Lease. In no event shall the Base Rent be less
         than the (Initial) Base Rent for the year immediately preceding the
         adjustment. By way of illustration only, if the Term commences in June,
         1988, then the Base Period Index is the CPI for February, 1988 (assume
         150.0), and the February, 1988 CPI shall be compared to the CPI for
         February, 1989 (assume 165.0). Because the CPI for February, 1989 is
         ten percent (10%) higher than the CPI for February, 1988, commencing
         June, 1989, the Initial Base Rent shall be increased by ten percent
         (10%). If the Bureau discontinues the publication of the CPI, publishes
         it less frequently or alters the CPI in any manner, Landlord shall
         adopt a substitute CPI or procedure which Landlord feels reasonably
         reflects and monitors consumer prices.

5.  Additional Rent - Annual Rent Adjustments/Operating Expenses.

    a.   Increase in Operating Expenses. Rent shall include Tenant's Percentage
         Share of the total dollar increase, if any, in the Operating Expenses
         paid or incurred by Landlord during the calendar year over the
         Operating Expenses paid or incurred by Landlord during the Base Year.

    b.   Operating Expenses. The term "Operating Expenses" shall include all
         reasonable expenses and costs of every kind and nature which Landlord
         shall pay or become obligated to pay because of or in connection with
         the ownership and operation of the Building, Common Areas and Premises,
         surrounding property and supporting facilities. Operating Expenses
         shall include, without limitation, the following: (i) all impositions
         relating to the Building, Common Areas and Premises, including the Real
         Property Taxes (as defined in Section 5.d.); (ii) premiums for
         insurance relating to the Building, Common Areas and Premises as set
         forth in Sections 13.b., 13.d. and 13.i.; (iii) wages, salaries and
         related expenses and benefits of all on-site and off-site employees
         engaged in operation, maintenance and security; (iv) all supplies,
         materials and equipment rental used in operations; (v) all maintenance,
         janitorial, security and service costs; (vi) a management cost
         recovery; (vii) legal and accounting expenses, including the cost of
         audits by certified public accountants; (viii) repairs, replacements
         and general maintenance (excluding those paid for by proceeds of
         insurance or other parties, and alterations attributable solely to
         other tenants of the Building; (ix) all maintenance costs relating to
         the Building and Common Areas, including sidewalks, landscaping,
         service areas, mechanical rooms, parking areas, Building exterior and
         driveways; (x) amortization of the capital improvements to the extent
         the capital improvements reduce other Operating Expenses or to the
         extent that they are required by governmental authorities; (xi) all
         other operating, management and other expenses incurred by Landlord in
         connection with operation of the Building and Common Areas; (xii) all
         charges for heat, water, gas, electricity and other utilities used or
         consumed in the Building and Common Areas, entranceways, sidewalks,
         etc.; and (xiii) ground rent payments, if any.

                                       2
<PAGE>

    c.   Monthly Increments; Adjustment. Prior to the commencement of each of
         Landlord's accounting years (calendar years), Landlord shall estimate
         the amount not to exceed 5% (excluding Real estate Tax) of the
         Operating Expenses payable by Tenant for the next accounting year
         pursuant to this Section. Tenant shall pay to Landlord, on the first of
         each month, in advance, one-twelfth (1/12) of Landlord's estimate.
         Within ninety (90) days after (or as soon thereafter as possible) the
         close of each accounting year, Landlord shall provide Tenant with a
         statement to account for any difference between the actual and the
         estimated Operating Expenses for the previous year. If Tenant has
         overpaid the amount of Operating Expenses owing pursuant to this
         Section, Landlord shall credit the overpayment to Tenant within thirty
         (30) days after Tenant's receipt of Landlord's statement; provided,
         however, that the Rent owed by Tenant shall never be less than the Base
         Rent stated in Section 4. If Tenant has underpaid the amount of
         Operating Expenses owing pursuant to this Section, Tenant shall pay the
         amount of the underpayment to Landlord, as Additional Rent, within
         thirty (30) days after Tenant's receipt of Landlord's statement. If
         less than one hundred percent (100%) of the rentable area of the
         Building is occupied, Operating Expenses shall be adjusted to equal
         Landlord's reasonable estimate of Operating Expenses if ninety five
         percent (95%) of the total rentable area of the Building were occupied.

    d.   Definition of Real Property Taxes. The term "Real Property Taxes" shall
         mean any ordinary or extraordinary form of assessment or special
         assessment, license fee, rent tax, levy, penalty (if a result of
         Tenant's delinquency), or tax, other than net income, estate,
         succession, inheritance, transfer or franchise taxes, imposed by any
         authority having the direct or indirect power to tax, or by any city,
         county, state or federal government for any maintenance or improvement
         or other district or division thereof. The term shall include all
         transit charges, housing fund assessments, real estate taxes and all
         other taxes relating to the Premises, Building and/or Property, all
         other taxes which may be levied in lieu of real estate taxes, all
         assessments, assessment bonds, levies, fees, and other governmental
         charges (including, but not limited to, charges for traffic facilities,
         improvements, child care, water services studies and improvements, and
         fire services studies and improvements) for amounts necessary to be
         expended because of governmental orders, whether general or special,
         ordinary or extraordinary, unforeseen as well as foreseen, of any kind
         and nature for public improvement, services, benefits or any other
         purposes which are assessed, levied, confirmed, imposed or become a
         lien upon the Premises, Building or Property or become payable during
         the Term.

    e.   Acknowledgement of Parties. It is acknowledged by Landlord and Tenant
         that Proposition 13 was adopted by the voters of the State of
         California in the June, 1978 election, and that assessments, taxes,
         fees, levies and charges may be imposed by governmental agencies for
         such purposes as fire protection, street, sidewalk, road, utility
         construction and maintenance, refuse removal and for other governmental
         services which formerly may have been provided without charge to
         property owners or occupants. It is the intention of the parties that
         all new and increased assessments, taxes, fees, levies and charges due
         to Proposition 13 or any other cause are to be included within the
         definition of Real Property Taxes for purposes of this Lease.

    f.   Taxes on Tenant Improvements and Personal Property. Notwithstanding any
         other provision hereof, Tenant shall pay the full amount of any
         increase in Real Property Taxes during the Term resulting from any and
         all alterations and tenant improvements of any kind whatsoever placed
         in, on or about the Premises for the benefit of, at the request of, or
         by Tenant. Tenant shall pay, prior to delinquency, all taxes assessed
         or levied against Tenant's personal property in, on or about the
         Premises. When possible, Tenant shall cause its personal property to be
         assessed and billed separately from the real or personal property of
         Landlord.

6.  Proration of Rent.

    If the Commencement Date is not the first day of the month, or if the end of
    the Term is not the last day of the month, Rent shall be prorated on a
    monthly basis for the fractional month during the month which this Lease
    commences or terminates. The termination of this Lease shall not affect the
    obligations of Landlord and Tenant pursuant to Subsection 5.c. which are to
    be performed after the termination.

7.  Tenant Improvements.

    Landlord agrees to construct within the Premises certain improvements to the
    Premises ("Tenant Improvements") pursuant to the terms of Exhibit B.

                                       3
<PAGE>

8.  Use of the Premises.

    a.   Use. The Premises shall be used solely for the use set forth in the
         Basic Lease Information and for no other use.

    b.   Rules and Regulations. Tenant shall comply with the Rules and
         Regulations attached hereto as Exhibit D.

    C.   Compliance. Tenant, at its sole cost and expense, shall promptly comply
         with all laws, statutes, ordinances and governmental rules, regulations
         or requirements now in force or which hereinafter may be in force, with
         the requirements of any board of fire underwriters or other similar
         board now or hereafter constituted, with any direction or occupancy
         certificate issued pursuant to any law by any public officer or
         officers, as well as the provisions of all recorded documents affecting
         the Premises, insofar as any thereof relate to or affect the condition,
         use or occupancy of the Premises.

9.  Alterations.

    a.   Permitted Alterations. Tenant shall give Landlord not less than ten
         (10) days' notice of any alteration Tenant desires to make to the
         Premises. Tenant shall not make any alteration in, on or about the
         Premises without the prior written consent of Landlord, which consent
         shall not be unreasonably withheld or delayed. Tenant shall comply with
         all rules, laws, ordinances and requirements at the time Tenant makes
         any alteration and shall deliver to Landlord a complete set of "as
         built" plans and specifications for each alteration. Tenant shall be
         solely responsible for maintenance and repair of all alterations made
         by Tenant. As used in this Section 9, the term "alteration" shall
         include any alteration, addition or improvement.

    b.   Liens. If, because of any act or omission of Tenant or anyone claming
         by, through, or under Tenant, any mechanic's lien or other lien is
         filed against the Premises, the Building, the Property or against other
         property of Landlord (whether or not the lien is valid or enforceable),
         Tenant shall, at its own expense, cause it to be discharged of record
         within a reasonable time, not to exceed thirty (30) days, after the
         date of the filing. In addition, Tenant shall defend and indemnify
         Landlord and hold it harmless from any and all claims, losses, damages,
         judgments, settlements, costs and expenses, including attorneys' fees,
         resulting from the lien.

    c.   Ownership of Alterations. Any alteration made by Tenant shall
         immediately become Landlord's property. Except as provided in
         Subsection 9.d., Landlord may require Tenant, at Tenant's sole expense
         and by the end of the Term, to remove any alterations made by Tenant
         and to restore the Premises to its condition prior to the alteration.

    d.   Request Regarding Removal Obligation. At the time that Tenant requests
         Landlord's consent to any alteration, Tenant may request that Landlord
         notify Tenant if Landlord will require Tenant, at Tenant's sole
         expense, to remove any or all of the alteration by the end of the Term,
         and to restore the Premises to its condition prior to the alteration.

10. Repairs.

    Tenant, at all times during the Term and at Tenant's sole cost and expense,
    shall keep the Premises and every part thereof in good condition and repair;
    ordinary wear and tear, damage thereto not caused by Tenant, damage by fire,
    earthquake, acts of God or the elements excepted. Tenant hereby waives all
    right to make repairs at the expense of Landlord or in lieu thereof to
    vacate the Premises as provided in California Civil Code Section 1942 or any
    other law, statute or ordinance now or hereafter in effect. Landlord to be
    responsible for repairs to the Premises described in Section 5.b. "Operating
    Expenses".

11. Damage or Destruction.

    a.   Landlord's Obligation to Rebuild. If the Premises are damaged or
         destroyed, Landlord shall promptly and diligently repair the Premises
         unless Landlord has the option to terminate this Lease as provided
         herein, and Landlord elects to terminate.

                                       4
<PAGE>

    b.   Right to Terminate. Landlord and Tenant each shall have the option to
         terminate this Lease if the Premises or the Building is destroyed or
         damaged by fire or other casualty, regardless of whether the casualty
         is insured against under this Lease, if Landlord reasonably determines
         that the repair of the Premises or the Building cannot be completed
         within two hundred seventy (270) days after the casualty. If a party
         desires to exercise the right to terminate this Lease as a result of a
         casualty, the party shall exercise the right by giving the other party
         written notice of its election to terminate within thirty (30) days
         after the damage or destruction, in which event this Lease shall
         terminate fifteen (15) days after the date of the notice. If neither
         Landlord nor Tenant exercises the right to terminate this Lease,
         Landlord shall promptly commence the process of obtaining necessary
         permits and approvals, and shall commence repair of the Premises or the
         Building as soon as practicable and thereafter prosecute the repair
         diligently to completion, in which event this Lease shall continue in
         full force and effect.

    c.   Limited Obligation to Repair. Landlord's obligation, should Landlord
         elect or be obligated to repair or rebuild, shall be limited to the
         Building shell and any tenant improvements which are constructed and
         paid for by Landlord pursuant to Exhibit B. Tenant, at its option and
         expense, shall replace or fully repair all trade fixtures, equipment
         and other improvements installed by Tenant and existing at the time of
         the damage or destruction.

    d.   Abatement of Rent. In the event of any damage or destruction or
         mechanical failure not created by Landlords negligence to the Premises
         which does not result in termination of this Lease, the Base Rent shall
         be temporarily abated proportionately to the degree the Premises are
         untenantable as a result of the damage or destruction, commencing from
         the date of the damage or destruction and continuing during the period
         required by Landlord to substantially complete its repair and
         restoration of the Premises; provided, however, that nothing herein
         shall preclude Landlord from being entitled to collect the full amount
         of any rent loss insurance proceeds. Tenant shall not be entitled to
         any compensation or damages from Landlord for loss of the use of the
         Premises, damage to Tenant's personal property or any inconvenience
         occasioned by any damage, repair or restoration. Tenant hereby waives
         the provisions of Section 1932, Subdivision 2, and Section 1933,
         Subdivision 4, of the California Civil Code, and the provisions of any
         similar law hereafter enacted.

    e.   Damage Near End of Term and Extensive Damage. In addition to the rights
         to termination under Sub-section 11.b., Landlord shall have the right
         to cancel and terminate this Lease as of the date of the occurrence of
         destruction or damage if the Premises or the Building is substantially
         destroyed or damaged (i.e., there is damage or destruction which
         Landlord determines would require more than six [6] months to repair)
         and made untenantable during the last twelve (12) months of the Term.
         Landlord shall give notice of its election to terminate this Lease
         under this Subsection ll.e. within thirty (30) days after Landlord
         determines that the damage or destruction would require more than six
         (6) months to repair. If Landlord does not elect to terminate this
         Lease, the repair of the damage shall be governed by Subsection 11.a.
         or 11.b., as the case may be.

    f.   Insurance Proceeds. If this Lease is terminated, Landlord may keep all
         the insurance proceeds resulting from the damage, except for those
         proceeds which specifically insured Tenant's personal property and
         trade fixtures.

12. Eminent Domain.

    If all or any part of the Premises is taken for public or quasi-public use
    by a governmental authority under the power of eminent domain or is conveyed
    to a governmental authority in lieu of such taking, and if the taking or
    conveyance causes the remaining part of the Premises to be untenantable and
    inadequate for use by Tenant for the purpose for which they were leased,
    then Tenant, at its option and by giving notice within thirty (30) days
    after the taking, may terminate this Lease as of the date Tenant is required
    to surrender possession of the Premises. If a part of the Premises is taken
    or conveyed but the remaining part is tenantable and adequate for Tenant's
    use, then this Lease shall be terminated as to the part taken or conveyed as
    of the date Tenant surrenders possession; Landlord shall make such repairs,
    alterations and improvements as may be necessary to render the part not
    taken or conveyed tenantable; and the Rent shall be reduced in proportion to
    the part of the Premises taken or conveyed. All compensation awarded for the
    taking or conveyance shall be the property of Landlord without any deduction
    therefrom for any estate of Tenant, and Tenant hereby assigns to Landlord
    all its right, title and interest in and to the award. Tenant shall have the
    right, however, to recover from the governmental authority, but not from
    Landlord, such compensation as may be awarded to Tenant on account of the
    interruption of Tenant's business, moving and relocation expenses and
    removal of Tenant's trade fixtures and personal property.

                                       5
<PAGE>

13. Indemnity and Insurance.

    a.   Indemnity. Except for Lessor's gross negligence or willful misconduct,
         Tenant shall be responsible for, shall insure against, and shall
         indemnify Landlord and its constituent parts and hold them harmless
         from, any and all liability for any loss, damage or injury to person or
         property occurring in, on or about the Premises, and Tenant hereby
         releases Landlord and its constituent parts from any and all liability
         for the same. Tenant's obligation to indemnify Landlord and its
         constituent parts hereunder shall include the duty to defend against
         any claims asserted by reason of any loss, damage or injury, and to pay
         any judgments, settlements, costs, fees and expenses, including
         attorneys' fees, incurred in connection therewith.

    b.   Fire and Extended Coverage. Landlord shall procure and maintain in full
         force and effect with respect to the Building a policy or policies of
         all risk insurance in an amount equal to at least ninety percent (90%)
         of the full insurance replacement value thereof.

    c.   Public Liability. Tenant, at its own cost and expense, shall keep and
         maintain in full force and effect during the Term a policy or policies
         of comprehensive public liability insurance, written by an insurance
         company approved by Landlord, in the form customary to the locality,
         insuring Tenant's activities with respect to the Premises and/or the
         Building against loss, damage or liability for personal injury or death
         of any person or loss or damage to property occurring in, upon or about
         the Premises, covering bodily injury in the amounts of One Million
         Dollars ($1,000,000) per person and One Million Dollars ($1,000,000)
         per occurrence, and covering property damage in the amount of Five
         Hundred Thousand Dollars ($500,000); provided, however, that if, at any
         time during the Term, Tenant shall have in full force and effect a
         blanket policy of public liability insurance with the same coverage for
         the Premises as described above, as well as coverage of other premises
         and properties of Tenant, or in which Tenant has some interest, the
         blanket insurance shall satisfy the requirement hereof.

    d.   Rental Abatement Insurance. Landlord may keep and maintain in full
         force and effect during the Term rental abatement insurance against
         abatement or loss of Rent in case of fire or other casualty, in an
         amount at least equal to the amount of Rent payable by Tenant during
         one (1) year of the Term, as reasonably determined by Landlord.

    e.   Insurance Certificates. Tenant shall furnish to Landlord, upon the
         Commencement Date and thereafter within thirty (30) days prior to the
         expiration of each policy, a certificate of insurance issued by the
         insurance carrier of each policy of insurance carried by Tenant
         pursuant to this Section 13. The certificates shall expressly provide
         that the policies shall not be cancelable or subject to reduction of
         coverage or otherwise be subject to modification except after thirty
         (30) days' prior written notice to the parties named as insured.
         Landlord, its successors and assigns, and any nominee of Landlord
         holding any interest in the Premises, including, without limitation,
         any ground lessor or the holder of any fee or leasehold mortgage, shall
         be named as an insured under each policy of insurance maintained by
         Tenant pursuant to this Lease.

    f.   Tenant's Failure. Tenant's failure to maintain any insurance required
         by this Lease, shall be a default hereunder, and Tenant shall be liable
         for any loss or costs resulting from the failure.

    g.   Waiver of Subrogation. Any policy or policies of fire, extended
         coverage or similar casualty insurance which either party obtains in
         connection with the Premises, or Tenant's personal property therein,
         shall include a clause or endorsement denying the insurer any rights of
         subrogation against the other party to the extent rights have been
         waived by the insured prior to the occurrence of injury or loss.
         Landlord and Tenant each waives any rights of recovery against the
         other for injury or loss due to hazards covered by insurance containing
         a waiver of subrogation clause or endorsement to the extent the injury
         or loss is covered thereby.

    h.   Tenant's Property and Fixtures. Tenant shall assume the risk of theft
         or damage to any furniture, equipment, machinery, goods, supplies or
         fixtures which are or remain the property of Tenant, or as to which
         Tenant retains the right of removal from the Premises.

    i.   Earthquake and Flood Insurance. In addition to any other insurance
         policies carried by Landlord in connection with the Building, Landlord
         may elect to procure and maintain in full force and effect during the
         Term with respect to the Building a policy of earthquake/volcanic
         action and flood and/or surface water insurance, including rental value
         insurance against abatement or loss of rent in the case of damage or
         loss covered under the earthquake/volcanic and flood and/or surface
         water insurance, in an amount equal to one hundred percent (100%) of
         the full insurance replacement value (including debris removal and
         demolition) of the Building.

                                       6
<PAGE>

14. Assignment or Sublet.

    If Tenant desires to assign this Lease or to sublet the Premises, or any
    part thereof, Tenant shall give to Landlord written notice of its intent at
    least sixty (60) days in advance of the date on which Tenant desires to
    assign or sublet the Premises. Landlord shall have thirty (30) days after
    receipt of Tenant's written notice within which to notify Tenant in writing
    that Landlord elects to (i) terminate this Lease as to that portion of the
    Premises to be assigned or sublet, in which event Tenant will be relieved of
    all further obligation hereunder as to the space; (ii) permit Tenant to
    assign this Lease or sublet the Premises, subject, however, to written
    approval of the proposed assignee or subtenant by Landlord, and further
    subject to the requirement that Tenant enter into written agreements with
    Landlord and the assignee or subtenant requiring that seventy-five percent
    (75%) of the excess moneys due to Tenant under the assignment or sublet over
    the Rent to be required to be paid by Tenant hereunder shall be paid to
    Landlord; or (iii) refuse to consent to Tenant's assignment or sublet and to
    continue this Lease in full force and effect as to the entire Premises.
    Landlord's consent to any Assignment or Sublet shall not be unreasonably
    withheld. If Landlord fails to notify Tenant in writing of its election
    within the thirty (30) day period, Landlord shall be deemed to have elected
    the option set forth in Subsection (iii) hereof. No consent by Landlord to
    any assignment or sublet shall be deemed to be a consent to a use not
    permitted under this Lease, to any act in violation of this Lease or to any
    subsequent assignment or sublet. No assignment or sublet by Tenant shall
    relieve Tenant of any obligation under this Lease. Any attempted assignment
    or sublet by Tenant in violation of the terms and covenants of this Section
    shall be void.

15. Default.

    a.   Tenant's Default. At the option of Landlord, a material breach of this
         Lease by Tenant shall exist if any of the following events (severally,
         "Event of Default"; collectively, "Events of Default") shall occur: (i)
         if Tenant shall have failed to pay Rent, including Tenant's Percentage
         Share of increased Operating Expenses, or any other sum required to be
         paid hereunder when due, together with interest at the Interest Rate,
         from the date the amount became due through the date of payment,
         inclusive; (ii) if Tenant shall have failed to perform any term,
         covenant or condition of this Lease except those requiring the payment
         of money, and Tenant shall have failed to cure the breach within
         fifteen (15) days after written notice from Landlord if the breach
         could reasonably be cured within the fifteen (15) day period; provided,
         however, if the failure could not reasonably be cured within the
         fifteen (15) day period, then Tenant shall not be in default unless it
         has failed to promptly commence and thereafter continue to make
         diligent and reasonable efforts to cure the failure as soon as
         practicable as reasonably determined by Landlord; (iii) if Tenant shall
         have assigned its assets for the benefit of its creditors; (iv) if the
         sequestration of, attachment of, or execution on, any material part of
         the property of Tenant or on any property essential to the conduct of
         Tenant's business shall have occurred, and Tenant shall have failed to
         obtain a return or release of the property within thirty (30) days
         thereafter, or prior to sale pursuant to any sequestration, attachment
         or levy, whichever is earlier; (v) if Tenant shall have failed to
         continuously and uninterruptedly conduct its business in the Premises,
         or shall have abandoned or vacated the Premises; (vi) if a court shall
         have made or entered any decree or order adjudging Tenant to be
         insolvent, or approving as properly filed a petition seeking
         reorganization of Tenant, or directing the winding up or liquidation of
         Tenant, and the decree or order shall have continued for a period of
         thirty (30) days; (vii) if Tenant shall make or suffer any transfer
         which constitutes a fraudulent or otherwise avoidable transfer under
         any provision of the federal Bankruptcy Laws or any applicable state
         law; or (viii) if Tenant shall have failed to comply with the
         provisions of Sections 23 or 25 of this Lease. An Event of Default
         shall constitute a default under this Lease.

    b.   Remedies Upon Tenant's Default. Upon an Event of Default, Landlord
         shall have the following remedies, in addition to all other rights and
         remedies provided by law, equity, statute or otherwise provided in this
         Lease, to which Landlord may resort cumulatively or in the alternative:

         (i)      Landlord may continue this Lease in full force and effect, and
                  this Lease shall continue in full force and effect as long as
                  Landlord does not terminate Tenant's right to possession, and
                  Landlord shall have the right to collect Rent when due. During
                  the period Tenant is in default, Landlord may enter the
                  Premises and relet it, or any part of it, to third parties for
                  Tenant's account, provided that any Rent in excess of the Rent
                  due hereunder shall be payable to Landlord. Tenant shall be
                  liable immediately to Landlord for all costs Landlord incurs
                  in reletting the Premises, including, without limitation,
                  brokers' commissions, expenses of cleaning and redecorating
                  the Premises required by the reletting and like costs.
                  Reletting may be for a period shorter or longer than the
                  remaining Term of this Lease. Tenant shall pay to Landlord the
                  Rent and other sums due under this Lease on the dates the Rent
                  is due, less the Rent and other sums Landlord receives from
                  any reletting. No act by Landlord allowed by this Subsection
                  (i) shall terminate this Lease unless Landlord notifies Tenant
                  in writing that Landlord elects to terminate this Lease.

                                       7
<PAGE>

         (ii)     Landlord may terminate Tenant's right to possession of the
Premises at any time by giving written notice to that effect. No act by Landlord
other than giving written notice to Tenant shall terminate this Lease. Acts of
maintenance, efforts to relet the Premises or the appointment of a receiver on
Landlord's initiative to protect Landlord's interest under this Lease shall not
constitute a termination of Tenant's right to possession. On termination,
Landlord shall have the right to remove all personal property of Tenant and
store it at Tenant's cost and to recover from Tenant as damages: (a) the worth
at the time of award of unpaid Rent and other sums due and payable which had
been earned at the time of termination; plus (b) the worth at the time of award
of the amount by which the unpaid Rent and other sums due and payable which
would have been payable after termination until the time of award exceeds the
amount of the Rent loss that Tenant proves could have been reasonably avoided;
plus (c) the worth at the time of award of the amount by which the unpaid Rent
and other sums due and payable for the balance of the Term after the time of
award exceeds the amount of the Rent loss that Tenant proves could be reasonably
avoided; plus (d) any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenant's failure to perform Tenant's obligations
under this Lease, or which, in the ordinary course of things, would be likely to
result therefrom, including, without limitation, any costs or expenses incurred
by Landlord: (1) in retaking possession of the Premises, including reasonable
attorneys' fees and costs therefor; (2) maintaining or preserving the Premises
for reletting to a new tenant, including repairs or alterations to the Premises
for the reletting; (3) leasing commissions; (4) any other costs necessary or
appropriate to relet the Premises; and (5) at Landlord's election, such other
amounts in addition to or in lieu of the foregoing as may be permitted from time
to time by the laws of the State of California.

                  The "worth at the time of award" of the amounts referred to in
                  Subsections (ii)(a) and (ii)(b) is computed by allowing
                  interest at the lesser of eighteen percent (18%) per annum or
                  the maximum rate permitted by law, on the unpaid Rent and
                  other sums due and payable from the termination date through
                  the date of award. The "worth at the time of award" of the
                  amount referred to in Subsection (ii)(c) is computed by
                  discounting the amount at the discount rate of the Federal
                  Reserve Bank of San Francisco at the time of award, plus one
                  percent (1%). Tenant waives redemption or relief from
                  forfeiture under California Code of Civil Procedure Sections
                  1174 and 1179, or under any other present or future law, if
                  Tenant is evicted or Landlord takes possession of the Premises
                  by reason of any default of Tenant hereunder.

    c.   Landlord's Default. Landlord shall not be deemed to be in default in
         the performance of any obligation required to be performed by Landlord
         hereunder unless and until Landlord his failed to perform the
         obligation within thirty (30) days after receipt of written notice by
         Tenant to Landlord specifying wherein Landlord has failed to perform
         the obligation; provided, however, that if the nature of Landlord's
         obligation is such that more than thirty (30) days are required for its
         performance, then Landlord shall not be deemed to be in default if
         Landlord shall commence the performance within the thirty (30) day
         period and thereafter shall diligently prosecute the same to
         completion. Landlord shall use it's best efforts to perform any
         obligation within fifteen (15) days after receipt of written notice.

16. Landlord's Right to Perform Tenant's Covenants.

    If Tenant shall at any time fail to make any payment or perform any other
    act on its part to be made or performed under this Lease, Landlord may, but
    shall not be obligated to, make the payment or perform any other act to the
    extent Landlord may deem desirable and, in connection therewith, pay
    expenses and employ counsel. Any payment or performance by Landlord shall
    not waive or release Tenant from any obligations of Tenant under this Lease.
    All sums so paid by Landlord, and all penalties, interest and costs in
    connection therewith, shall be due and payable by Tenant on the next day
    after any payment by Landlord, together with interest thereon at the
    Interest Rate, from that date to the date of payment thereof by Tenant to
    Landlord, plus collection costs and attorneys' fees. Landlord shall have the
    same rights and remedies for the nonpayment thereof as in the case of
    default in the payment of Rent.

17. Security Deposit.

    Tenant has deposited with Landlord the Security Deposit, in the amount
    specified in the Basic Lease Information, as security for the full and
    faithful performance of every provision of this Lease to be performed by
    Tenant. If Tenant defaults with respect to any provision of this Lease,
    Landlord may use, apply or retain all or any part of the Security Deposit
    for the payment of any Rent or other sum in default, for the payment of any
    amount which Landlord may expend or become obligated to expend by reason of
    Tenant's default, or to compensate Landlord for any loss or damage which
    Landlord may suffer by reason of Tenant's default. If any portion of the
    Security Deposit is used or applied, Tenant shall deposit with Landlord,
    within ten (10) days after written demand therefor, cash in an amount
    sufficient to restore the Security Deposit to its original amount. Landlord
    shall not be required to keep the Security Deposit separate from its general
    funds, and Tenant shall not be entitled to interest on the Security Deposit.

                                       8
<PAGE>

18. Surrender of Premises.

    By taking possession of the Premises, Tenant shall be deemed to have
    accepted the Premises, Building, and the Property in good, clean and
    completed condition and repair, subject to all applicable laws, codes and
    ordinances. On the expiration or early termination of this Lease, Tenant
    shall surrender the Premises to Landlord in its condition as of the
    Commencement Date, normal wear and tear excepted. Tenant shall remove from
    the Premises all of Tenant's personal property, trade fixtures and any
    alterations required to be removed pursuant to Section 9 of this Lease.
    Tenant shall repair damage or perform any restoration work required by the
    removal. If Tenant fails to remove any personal property, trade fixtures or
    alterations after the end of the Term, Landlord may remove the property and
    store it at Tenant's expense, including interest at the Interest Rate. If
    the Premises are not so surrendered at the termination of this Lease, Tenant
    shall indemnify Landlord against all loss or liability resulting from delay
    by Tenant in so surrendering the Premises, including, without limitation,
    any claims made by any succeeding tenant, losses to Landlord due to lost
    opportunities to lease to succeeding tenants, and attorneys' fees and costs.

19. Holding Over.

    If Tenant remains in possession of all or any part of the Premises after the
    expiration of the Term or the termination of this Lease, the tenancy shall
    be month-to-month only and shall not constitute a renewal or extension for
    any further term. In such event, Base Rent shall be increased in an amount
    equal to one hundred twenty five percent (125%) of the Base Rent during the
    last month of the Term (including any extensions), and any other sums due
    under this Lease shall be payable in the amount, and at the times, specified
    in this Lease. The month-to-month tenancy shall be subject to every other
    term, condition, covenant and agreement contained in this Lease and Tenant
    shall vacate the Premises immediately upon Landlord's request.

20. Access to Premises.

    Tenant shall permit Landlord and its agents to enter the Premises at all
    reasonable times, to inspect the Premises; to post Notices of
    Nonresponsibility and similar notices and to show the Premises to interested
    parties such as prospective mortgagors, purchasers and tenants; to make
    necessary alterations, additions, improvements or repairs either to the
    Premises, the Building, or other premises within the Building; and to
    discharge Tenant's obligations hereunder when Tenant has failed to do so
    within a reasonable time after written notice from Landlord. The above
    rights are subject to reasonable security regulations of Tenant, and to the
    requirement that Landlord shall at all times act in a manner to cause the
    least possible interference with Tenant's operations.

21. Signs.

    The size, design, color, location and other physical aspects of any sign in
    or on the Building shall be subject to the Rules, Landlord's approval prior
    to installation, and to any appropriate municipal or other governmental
    approvals. The costs of any permitted sign, and the costs of its
    installation, maintenance and removal, shall be at Tenant's sole expense and
    shall be paid within ten (10) days of Tenant's receipt of a bill from
    Landlord for the costs. Provided, however, that Landlord, at Landlord's sole
    cost and expense shall provide building standard suite signage to Tenant.

22. Waiver of Subrogation.

    Anything in this Lease to the contrary notwithstanding, Landlord and Tenant
    each hereby waives and releases the other of and from any and all rights of
    recovery, claim, action or cause of action against the other, its
    subsidiaries, directors, agents, officers and employees, for any loss or
    damage that may occur in the Premises, the Building or the Property; to
    improvements to the Building or personal property (building contents) within
    the Building; or to any furniture, equipment, machinery, goods and
    supplies not covered by this Lease which Tenant may bring or obtain upon the
    Premises or any additional improvements which Tenant may construct on the
    Premises by reason of fire, the elements or any other cause which is
    required to be insured against under this Lease, regardless of cause or
    origin, including negligence of Landlord or Tenant and their agents,
    subsidiaries, directors, officers and employees, to the extent insured
    against under the terms of any insurance policies carried by Landlord or
    Tenant and in force at the time of any such damage, but only if the
    insurance in question permits such a partial release in connection with
    obtaining a waiver of subrogation from the insurer. Because this Section 22
    will preclude the assignment of any claim mentioned in it by way of
    subrogation or otherwise to an insurance company or any other person, each
    party to this Lease agrees immediately to give to each of its insurance
    companies written notice of the terms of the mutual waivers contained in
    this

                                       9
<PAGE>

    Section 22 and to have the insurance policies properly endorsed, if
    necessary, to prevent the invalidation of the insurance coverages by reason
    of the mutual waivers contained in this Section 22.

23. Subordination.

    a.   Subordinate Nature. Except as provided in Subsection b., this Lease is
         subject and subordinate to all ground and underlying leases, mortgages
         and deeds of trust which now or may hereafter affect the Property, the
         Building or the Premises, to the CC&R's, and to all renewals,
         modifications, consolidations, replacements and extensions thereof.
         Within ten (10) days after Landlord's written request, Tenant shall
         execute any and all documents required by Landlord, the lessor under
         any ground or underlying lease ("Lessor"), or the holder or holders of
         any mortgage or deed of trust ("Holder") to make this Lease subordinate
         to the lien of any lease, mortgage or deed of trust, as the case may
         be.

    b.   Possible Priority of Lease. If a Lessor or a Holder advises Landlord
         that it desires or requires this Lease to be prior and superior to a
         lease, mortgage or deed of trust, Landlord may notify Tenant. Within
         seven (7) days of Landlord's notice, Tenant shall execute, have
         acknowledged and deliver to Landlord any and all documents or
         instruments, in the form presented to Tenant, which Landlord, Lessor or
         Holder deems necessary or desirable to make this Lease prior and
         superior to the lease, mortgage or deed of trust.

    c.   Recognition or Attornment Agreement. If Landlord or Holder requests
         Tenant to execute a document subordinating this Lease, the document
         shall provide that, so long as Tenant is not in default, Lessor or
         Holder shall agree to enter into either a recognition or attornment
         agreement with Tenant, or a new lease with Tenant upon the same terms
         and conditions as to possession of the Premises, which shall provide
         that Tenant may continue to occupy the Premises so long as Tenant shall
         pay the Rent and observe and perform all the provisions of this Lease
         to be observed and performed by Tenant.

24. Transfer of the Property.

    Upon transfer of the Property and assignment of this Lease, Landlord shall
    be entirely freed and relieved of all liability under any and all of its
    covenants and obligations contained in or derived from this Lease occurring
    after the consummation of the transfer and assignment, and from all
    liability for the Security Deposit. Tenant shall attorn to any entity
    purchasing or otherwise acquiring the Premises at any sale or other
    proceeding.

25. Estoppel Certificates.

    Within ten (10) days following written request by Landlord, Tenant shall
    execute and deliver to Landlord an estoppel certificate, in the form
    prepared by Landlord. The certificate shall: (i) certify that this Lease is
    unmodified and in full force and effect or, if modified, state the nature of
    the modification and certify 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; (ii) acknowledge that there are not, to Tenant's
    knowledge, any uncured defaults on the part of Landlord hereunder, or if
    there are uncured defaults on the part of the Landlord, state the nature of
    the uncured defaults, and (iii) evidence the status of this Lease as may be
    required either by a lender making a loan to Landlord to be secured by deed
    of trust or mortgage covering the Premises or a purchaser of the Property
    from Landlord.

26. Mortgagee Protection.

    In the event of any default on the part of Landlord, Tenant will give notice
    by registered or certified mail to any beneficiary of a deed of trust or
    mortgagee of a mortgage covering the Property and shall offer the
    beneficiary or mortgagee a reasonable opportunity to cure the default,
    including time to obtain possession of the Property or the Premises by power
    of sale or a judicial foreclosure, if such should prove necessary to effect
    a cure.

27. Attorneys' Fees.

    If either party shall bring any action or legal proceeding for damages for
    an alleged breach of any provision of this Lease, to recover rent or other
    sums due, to terminate the tenancy of the Premises or to enforce, protect or
    establish any term, condition or covenant of this Lease or right of either
    party, the prevailing party shall be entitled to recover, as a part of the
    action or proceedings, or in a separate action brought for that purpose,
    reasonable attorneys' fees and court costs as may be fixed by the court or
    jury. The prevailing party shall be the party which secures a final judgment
    in its favor.

                                       10
<PAGE>

28. Brokers.

    Tenant warrants and represents that it has had no dealings with any real
    estate broker or agent in connection with the negotiation of this Lease,
    except for any brokers(s) specified in the Basic Lease Information, and that
    it knows of no other real estate broker or agent who is or might be entitled
    to a commission in connection with this Lease. Tenant shall indemnify and
    hold harmless Landlord from and against any and all liabilities or expenses
    arising out of claims made by any other broker or individual for commissions
    or fees resulting from this Lease.

29. Utilities and Services.

    Provided that there has been no Event of Default, Landlord agrees to
    furnish, or cause to be furnished, to the Premises the utilities and
    services described in the standards for Utilities and Services, set forth in
    Exhibit E, subject to the conditions and in accordance with the standards
    set forth therein. Landlord shall not be liable for, and Tenant shall not be
    entitled to any abatement or reduction of Rent by reason of, no eviction of
    Tenant shall result from and, further, Tenant shall not be relieved from the
    performance of any covenant or agreement in this Lease because of,
    Landlord's failure to furnish any of the foregoing when the failure is
    caused by accident, breakage, or repairs, strikes, lockouts or other labor
    disturbance or labor dispute of any character, governmental regulation,
    moratorium or other governmental action, inability despite the exercise of
    reasonable diligence to obtain electricity, water or fuel, or by any other
    cause beyond Landlord's reasonable control. In the event of any failure,
    stoppage or interruption thereof, Landlord shall diligently attempt to
    resume service.

30. Tenant Placement.

    [intentionally deleted]

31. Acceptance.

    Delivery of this Lease, duly executed by Tenant, constitutes an offer to
    lease the Premises as set forth herein, and under no circumstances shall
    such delivery be deemed to create an option or reservation to lease the
    Premises for the benefit of Tenant. This Lease shall become effective and
    binding only upon execution hereof by Landlord and delivery of a signed copy
    to Tenant. Upon acceptance of Tenant's offer to lease under the terms hereof
    and receipt by Landlord of the Rent for the first month of the Term and the
    Security Deposit in connection with Tenant's submission of the offer,
    Landlord shall be entitled to retain the sums and apply them to damages,
    costs and expenses incurred by Landlord if Tenant fails to occupy the
    Premises. If Landlord rejects the offer, the sums shall be returned to
    Tenant.

32. Use of Building Name.

    Tenant shall not employ the name of the Building in the name or title of its
    business or occupation without Landlord's prior written consent, which
    consent Landlord may withhold in its sole discretion. Landlord reserves the
    right to change the name of the Building without Tenant's consent and
    without any liability to Landlord.

33. Recording.

    Neither Landlord nor Tenant shall record this Lease, nor a short form
    memorandum of this Lease, without the prior written consent of the other.

34. Quitclaim.

    Upon any termination or expiration of this Lease pursuant to its terms,
    Tenant, at Landlord's request, shall execute, have acknowledged and

                                       11
<PAGE>

    deliver to Landlord a quitclaim deed of all Tenant's interest in the
    Premises, Building and Property created by this Lease.

35. Notices.

    Any notice or demand required or desired to be given under this Lease shall
    be in writing and shall be given by hand delivery, electronic mail (e.g.,
    telecopy) or the United States mail. Notices which are sent by electronic
    mail shall be deemed to have been given upon receipt. Notices which are
    mailed shall be deemed to have been given when seventy-two (72) hours have
    elapsed after the notice was deposited in the United States mail, registered
    or certified, the postage prepaid, addressed to the party to be served. As
    of the date of execution of this Lease, the addresses of Landlord and Tenant
    are as specified in the Basic Lease Information. Either party may change its
    address by giving notice of the change in accordance with this Section.

36. Landlord's Exculpation.

    In the event of default, breach or violation by Landlord (which term
    includes Landlord's partners, co-venturers and co-tenants, and officers,
    directors, employees, agents and representatives of Landlord and Landlord's
    partners, co-venturers and co-tenants) of any of Landlord's obligations
    under this Lease, Landlord's liability to Tenant shall be limited to its
    ownership interest in the Building and Property or the proceeds of a public
    sale of the ownership interest pursuant to the foreclosure of a judgment
    against Landlord. Landlord shall not be personally liable, or liable in any
    event, for any deficiency beyond its ownership interest in the Building and
    Property.

37. General

    a.   Captions. The captions and headings used in this Lease are for the
    purpose of convenience only and shall not be construed to limit or extend
    the meaning of any part of this Lease.

    b.   Time. Time is of the essence for the performance of each term,
    condition and covenant of this Lease.

    c.   Severability. If any provision of this Lease is held to be invalid,
    illegal or unenforceable, the invalidity, illegality, or unenforceability
    shall not affect any other provision of this Lease, but this Lease shall be
    construed as if the invalid, illegal or unenforceable provision had not been
    contained herein.

    d.   Choice of Law; Construction. This Lease shall be construed and enforced
    in accordance with the laws of the State of California. The language in all
    parts of this Lease shall in all cases be construed as a whole according to
    its fair meaning and not strictly for or against either Landlord or Tenant.

    e.   Gender; Singular, Plural. When the context of this Lease requires, the
    neuter gender includes the masculine, the feminine, a partnership or
    corporation or joint venture, and the singular includes the plural.

    f.   Binding Effect. The covenants and agreements contained in this Lease
    shall be binding on the parties hereto and on their respective successors
    and assigns (to the extent this Lease is assignable).

    g.   Waiver. The waiver of Landlord of any breach of any term, condition or
    covenant of this Lease shall not be deemed to be a waiver of the provision
    or any subsequent breach of the same or any other term, condition or
    covenant of this Lease. The subsequent acceptance of Rent hereunder by
    Landlord shall not be deemed to be a waiver of any preceding breach at the
    time of acceptance of the payment. No covenant, term or condition of this
    Lease shall be deemed to have been waived by Landlord unless the waiver is
    in writing signed by Landlord.

    h.   Entire Agreement. This Lease is the entire agreement between the
    parties, and there are no agreements or representations between the parties
    except as expressed herein. Except as otherwise provided herein, no
    subsequent change or addition to this Lease shall be binding unless in
    writing and signed by the parties hereto.

    i.   Counterparts. This Lease may be executed in counterparts, each of which
    shall be an original, but all counterparts shall constitute one (1)
    instrument.

    j.   Exhibits. The Basic Lease Information and all exhibits attached hereto
    are hereby incorporated herein and made an integral part hereof.

                                       12
<PAGE>

    k.   Addendum. The Addendum, if any, attached hereto is hereby incorporated
    herein and made an integral part hereof.

                                       13
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Lease on the dates set forth
below, effective as of the date first above written.

                                   LANDLORD:

Date Executed: 10-26-04                By  [illegible]
                                           -------------------------------------

                                       Its Authorized Representative

                                    TENANT:

Date Executed: 10-26-04                By /s/ MICHAEL J. CUSHMAN      PRES/CEO
                                          --------------------------------------
                                          M.J. Cushman

                              Print Name
                                          --------------------------------------
                                       Its  President / CEO
                                           -------------------------------------

                                       14
<PAGE>

                                [GRAPHIC OMITTED]

                            100 B Street, Santa Rosa

<PAGE>

                                  100 B Street
                                 Santa Rosa, CA

                                    Exhibit B
                                    ---------

                               [GRAPHIC OMITTED]

<PAGE>

                                   EXHIBIT C
                       LEASE COMMENCEMENT DATE MEMORANDUM

THIS CONFIRMATION, made and agreed upon this 26st day of October and between
North Valley Bank, hereinafter referred to as "Tenant" and Sonja Valentina LLC.
hereinafter referred to as "Landlord".

                                  WITNESSETH:

The Landlord and Tenant entered into a certain lease dated October 19, 2004,
("Lease") covering certain Premises located at 100 B Street, Suite 110, Santa
Rosa, CA., as more particularly described in said Lease.

NOW THEREFORE, in consideration of the foregoing, the parties hereto hereby
mutually agree as follows:

(1)      For the purpose of confirming the establishment of the commencement
date, as required by the said Lease, Landlord and Tenant hereby agree that:

         (a)      The date of fully executed Lease Agreement, is hereby
established as the "Commencement Date" referred to in said Lease; and

         (b)      The date of February 28, 2010, is hereby established as the
"Expiration Date" of the term of said Lease.

(2)      The parties hereby confirm the following:

         (a)      That the Lease is in full force and effect and has not been
modified, altered or amended.

         (b)      Tenant will commence payment of rent in accordance with the
provisions of the Lease on March 1, 2005.

(3)      This Confirmation, and each and all of the provisions hereof, shall
inure to the benefit, or bind, as the case may require the parties hereto and
their respective heirs, successors and assigns.

IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and
year first above written


TENANT: NORTH VALLEY BANK

By:  /s/ MICHAEL J. CUSHMAN  M.J. Cushman
     ------------------------------------
It's:  President / CEO
     ------------------------------------
Date:
     ------------------------------------

LANDLORD: SONJA VALENTINA LLC.

By: [illegible]
     ------------------------------------
It's:
     ------------------------------------
Date:
     ------------------------------------
<PAGE>

                       STANDARD LEASE CONDITIONS ADDENDUM

                 To Lease dated October 19, 2004 by and between
            Lessor Sonja Valentina LLC. and Lessee North Valley Bank

A.       Tenant Improvement Scope:
--       -------------------------

         Lessor to provide $10.00 per usable square foot towards renovations of
         the interior of the lease space. Said amount shall be paid as rent
         credit in equal amounts over the first six (6) months of the initial
         lease term.

         Lessor and Lessee to approve plans and specifications covering the
         layout of the premises and the scope of responsibility of the Tenant
         Improvements between Lessor and Lessee as stipulated in lease, in the
         Exhibit B of lease or Work Letter. Said approval shall be forthcoming
         within ten (10) days of acceptance hereof.

         If Lessee installs any portion of the Tenant Improvements, he shall
         have the same responsibility as indicated above for Lessor and
         additionally Lessee shall remove all mechanic's liens, to satisfy all
         claims and meet all contract requirements with suppliers, contractors
         and employees arising out of said installation of improvements. Lessee
         to have workman compensation and liability insurance with a minimum
         $500,000 per occurrence for said installation and to name Lessor
         additional insured. Lessee shall indemnify and hold harmless Lessor for
         all claims of employees, invitees, materialmen, supplier arising out of
         said installation.

B.       Financial Information:
--       ----------------------

         Lessor has reviewed and approves financial statements and credit
         reports regarding Lessee.

         Lessor may deliver such financial information in Lessor's possession to
         lending institutions, mortgage brokers, investors in the Industrial
         Center or prospective purchasers.

         Keegan & Coppin Company, Inc. is authorized to release deposits and
         first month's rent on account to Lessor upon receipt of fully executed
         lease.

C.       Permits:
--       --------

         Lessee will obtain a use permit and a wastewater discharge permit if
         required from the appropriate municipality within thirty (30) days of
         acceptance hereof. Lessee shall use due diligence in pursuing such
         permits and pay all costs associated with them. Lessee shall have the
         responsibility to maintain any use permits and to comply with all terms
         and conditions of said use permits during the term of this Lease. If
         Lessee's application for a use permit is denied, Lessor or Lessee may
         declare this lease void, in which event all deposits and prepaid rent
         shall be returned to Lessee.

D.       Parking:
--       --------

         Landlord shall provide 12 reserved parking spaces in the First Street
         garage at Tenants expense.

E.       Hazardous Waste:
--       ----------------

         "If Lessee uses, stores, or becomes aware of any hazardous waste or
         substances as listed by Proposition 65, he will advise Lessor within
         three (3) days of such existence and either obtain approval from Lessor
         and the appropriate governing agencies within thirty (30) days from
         notice or remove and clean up said hazardous waste to standards
         required by the Lessor and the appropriate governing agencies within
         sixty (60) days from notice."

         "If Lessee, his invitees, employees, agents or associates cause or
         allow a spill, or contamination of the premises, common area, soil or
         surrounding area, then it will be the responsibility of Lessee to clean
         up said hazard to the degree required and within the time frame set by
         any public entity which has jurisdiction and particularly in response
         to the Super Fund Act and Proposition 65."

         Lessor is responsible for any hazardous waste violations, occurrences
         or clean-up required prior to lease commencement or caused by Lessor or
         other tenants during the lease term without reimbursement from Lessee.

F.       Area Measurement:
--       -----------------

         Lessee has reviewed and approves the system of measurement, the usable
         and rentable square footage of the subject premises.

G.       Associations and Expenses:
--       --------------------------

         Lessee has reviewed and approves CC&R's, any common area association
         dues and budget, rules, and use conditions pertaining thereto.

         Lessee has reviewed and approves the scope and delineation of Lessee's
         and Lessor's responsibilities for lease expenses, including common area
         expenses, repairs and maintenance, taxes, insurance, capitol
         replacements, base year expenses, or other assessments, including past
         experienced costs or future estimates under the subject lease within
         ten (10) days or receipt from Lessor a summary of such responsibility.
         Lessor to provide such information within five (5) days of mutual
         signing of this Lease.
<PAGE>

20. Tenant shall not cut or bore holes for wires in the partitions, woodwork or
    plaster of the Premises. Tenant shall not affix any floor covering to the
    floor of the Premises in any manner except as approved by Landlord. Landlord
    shall approve in writing the method of attachment of any objects affixed to
    walls, ceilings or doors in the Premises. Tenant shall repair, or be
    responsible for the cost of repair of, any damage resulting from
    noncompliance with this rule.

21. Tenant shall not install, maintain or operate upon the Premises any vending
    machine without the prior written consent of Landlord.

22. Canvassing, soliciting and distributing handbills or any other written
    material and peddling in the Building are prohibited, and each tenant shall
    cooperate to prevent these activities.

23. Landlord reserves the right to exclude or expel from the Building any person
    who, in the Landlord's judgment, is intoxicated or under the influence of
    liquor or drugs, or who is in violation of any of the Rules and Regulations
    of the Building.

24. Tenant shall store all its trash and garbage within its Premises. Tenant
    shall not place in any trash box or receptacle any material which cannot be
    disposed of in the ordinary and customary manner of trash and garbage
    disposal within the Building. All garbage and refuse disposal shall be made
    in accordance with directions issued from time to time by Landlord.

25. Use by Tenant of Underwriters' Laboratory approved equipment for brewing
    coffee, tea, hot chocolate and similar beverages and microwaving food shall
    be permitted, provided that the equipment and use is in accordance with all
    applicable federal, state, county and city laws, codes, ordinances, rules
    and regulations.

26. Tenant shall not use the name of the Building in connection with or in
    promoting or advertising the business of Tenant, except as Tenant's address,
    without the written consent of Landlord.

27. Tenant shall comply with all safety, fire protection and evacuation
    procedures and regulations established by Landlord or any governmental
    agency. Tenant shall be responsible for any increased insurance premiums
    attributable to Tenant's use of the Premises, Building or Property.

28. Tenant assumes any and all responsibility for protecting its Premises from
    theft and robbery, which responsibility includes keeping doors locked and
    other means of entry to the Premises closed.

29. Tenant shall not use the Premises, or suffer or permit anything to be done
    on, in or about the Premises, which may result in an increase to Landlord in
    the cost of insurance maintained by Landlord on the building and Common
    Areas.

30. Tenant's requests for assistance will be attended to only upon appropriate
    application to the office of the Building by an authorized individual.
    Employees of Landlord shall not perform any work or do anything outside of
    their regular duties unless under special instructions from Landlord, and no
    employee of Landlord will admit any person (Tenant or otherwise) to any
    office without specific instructions from Landlord.

31. Tenant shall not park its vehicles in any parking areas designated by
    Landlord as areas for parking by visitors to the Building or other reserved
    parking spaces. Tenant shall not leave vehicles in the Building parking
    areas other than automobiles, motorcycles, motor driven or non-motor driven
    bicycles or four-wheeled trucks. Tenant shall not leave vehicles in the
    Building parking areas overnight. Tenant, its agents, employees and invitees
    shall not park any one (1) vehicle in more than one (1) parking space.

32. The scheduling and manner of all Tenant move-ins and move-outs shall be
    subject to the discretion and approval of Landlord, and move-ins and
    move-outs shall take place only after 6:00 p.m. on weekdays, on weekends, or
    at other times as Landlord may designate. Landlord shall have the right to
    approve or disapprove the movers or moving company employed by Tenant, and
    Tenant shall cause the movers to use only the entry doors and elevators
    designated by the Landlord. If Tenant's movers damage the elevator or any
    other part of the Property, Tenant shall pay to Landlord the amount required
    to repair the damage.

33. No cooking shall be permitted on the Premises, except with a microwave oven,
    nor shall the Premises be used for the storage of merchandise, for washing
    clothes, for lodging or for any improper, objectionable or immoral purpose.

34. Landlord shall have the right to control and operate the public portions of
    the Building, and the public facilities, heating and air conditioning, as
    well as facilities furnished for the common use of the tenants, in such
    manner as it deems best for the benefit of the tenants generally.

35. Landlord may waive any one or more of these Rules and Regulations for the
    benefit of Tenant or any other tenant, but no waiver by Landlord shall be
    construed as a waiver of the Rules and Regulations in favor of Tenant or any
    other tenant, nor prevent Landlord from thereafter enforcing the Rules and
    Regulations against any or all of the tenants of the Building.

36. These Rules and Regulations are in addition to, and shall not be construed
    to in any way modify or amend, in whole or in part, the terms, covenants,
    agreements and conditions of any lease of premises in the building.

37. Landlord reserves the right to make other reasonable Rules and Regulations
    as, in its judgment, may from time to time be needed for safety and
    security, for care and cleanliness of the Building and for the preservations
    of good order therein. Tenant agrees to abide by all Rules and Regulations
    hereinabove stated and any additional rules and regulations which are
    adopted.

38. Tenant shall be responsible for the observance of all of the foregoing rules
    by Tenant's employees, agents, clients, customers, invitees and guests.
<PAGE>

                       STANDARD LEASE DISCLOSURE ADDENDUM

Notice to Owners, Buyers and Tenants Regarding Hazardous Wastes or Substances
-----------------------------------------------------------------------------
and Underground Storage Tanks
-----------------------------

Comprehensive federal and state laws and regulations have been enacted in the
last few years in an effort to develop controls over the use, storage, handling,
cleanup, removal and disposal of hazardous wastes or substances. Some of these
laws and regulations, such as, for example, the so-called "Super Fund Act",
provide for broad liability schemes wherein an owner, tenant or other user of
the property may be liable for cleanup costs and damages regardless of fault.
Other laws and regulations set standards for the handling of asbestos or
establish requirements for the use, modification, abandonment, or closing of
underground storage tanks.

It is not practical or possible to list all such laws and regulations in this
Notice. Therefore, lessors and lessees are urged to consult legal counsel to
determine their respective rights and liabilities with respect to the issues
described in this Notice as well as other aspects of the proposed transaction.
If various materials that have been or may be in the future determined to be
toxic, hazardous or undesirable, or are going to be used, stored, handled or
disposed of on the property, or if the property has or may have underground
storage tanks for storage of such hazardous materials, or that such materials
may be in the equipment, improvements or soil, it is essential that legal and
technical advice be obtained to determine, among other things, what permits and
approvals have been or may be required, if any, the estimated costs and expenses
associated with the use, storage, handling, cleanup, removal or disposal of the
hazardous wastes or substances and what contractual provisions and protection
are necessary or desirable. It may also be important to obtain expert assistance
for site investigations and building inspections. The past uses of the property
may provide valuable information as to the likelihood of hazardous wastes or
substances, or underground storage tanks being on the property.

The term "hazardous wastes or substances" is used in this Notice in its very
broadest sense and includes, but is not limited to, all those listed under
Proposition 65, petroleum base products, paints and solvents, lead, cyanide,
DDT, printing inks, acids, pesticides, ammonium compounds, asbestos, PCBs and
other chemical products. Hazardous wastes or substances and underground storage
tanks may be present on all types of real property. This Notice is, therefore,
meant to apply to any transaction involving any type of real property, whether
improved or unimproved.

Although Keegan & Coppin Co., Inc. or its salespeople, will disclose any
knowledge it actually possesses with respect to the existence of hazardous
wastes or substances, or underground storage tanks on the property, Keegan &
Coppin Co., Inc. has not made investigations or obtained reports regarding the
subject matter of this Notice, except as may be described in a separate written
document, studies or investigation by experts. Therefore, unless there are
additional documents or studies attached to this notice, lease or contract, this
will serve as notification that Keegan & Coppin Co., Inc. or its salespeople
make no representation regarding the existence or non-existence of hazardous
wastes or substances, or underground storage tanks on the property. You should
contact a professional, such as a civil engineer, geologist, industrial
hygienist or other persons with experience in these matters to advise you
concerning the property.

Americans with Disabilities Act (ADA) On July 26, 1991, President Bush signed
the federal legislation known as the Americans with Disabilities Act (ADA) into
law. The purpose of the ADA is to integrate persons with disabilities into the
economic and social mainstream of American life. Title III of the ADA applies to
Lessors and Lessees of "places of public accommodation" and "commercial
facilities", and requires that places of public accommodation undertake "readily
achievable" removal of communication and access barriers to the disabled. This
requirement of Title III of the ADA is effective January 26, 1992.

It is important that building owners identify and undertake "readily achievable"
removal of any such barriers in the common areas, sidewalks, parking lots and
other areas of the building under their control.

The lessor and lessee are responsible for compliance with ADA relating to
removal of barriers within the workplace i.e., arrangement of interior
furnishings and access within the premises, and any improvements installed by
lessor and lessee.

Keegan & Coppin Company, Inc. recommends that both parties seek expert advice
regarding the implications of the Act as it affects this agreement.

Natural Hazards Disclosure Act:
-------------------------------
"The property which is the subject of this contract may be situated in a Special
Study Zone as designated under the Natural Hazards Disclosure Act, inclusive, of
the California Public Resources Code; and, as such, the construction or
development on this property of any structure for human occupancy may be subject
to the findings of a geologic report prepared by a geologist registered in the
State of California, unless such report is waived by the City or County under
the terms of that act. No representations on the subject are made by the lessor
or agent, and the lessee should make his own inquiry or investigation".

Flood Hazard Area Disclosure:
-----------------------------
The subject property may be situated in a "Special Flood Hazard Area" as set
forth on a Federal Emergency Management Agency (FEMA) "Flood Insurance Rate Map"
(FIRM) or "Flood Hazard Boundary Map" (FHBM). The law provides that, as a
condition of obtaining financing on most structures located in a "Special Floods
Hazard Area", lender requires flood insurance where the property or its
attachments are security for a loan. Lessee should consult with experts
concerning the possible risk of flooding.
<PAGE>

Toxic Mold Disclosure (Pursuant to the Toxic Mold Protection Act of 2001)
-------------------------------------------------------------------------
The Toxic Mold Protection Act of 2001 requires any person who sells, transfers
or rents residential, commercial or industrial property to disclose if they have
ACTUAL KNOWLEDGE of a mold condition on the property. The law also requires the
California Department of Health Services to identify tolerable exposure limits
and develop guidelines for toxic mold identification and remediation. Property
owners will be required to provide a more detailed disclosure on toxic mold once
the Department of Health Services develops and adopts standards for identifying,
measuring and remediating toxic mold.

The Toxic Mold Protection Act of 2001 does NOT require that a property owner
have their property tested for toxic mold. It also does NOT require that an
agent investigate a property for toxic mold. Property owners only need to
disclose any ACTUAL KNOWLEDGE of a mold condition on their property until the
above mentioned guidelines are developed and approved. This disclosure can be
made on the Real Estate Transfer Disclosure Statement (TDS 11) Form. A
chapter-discussing Mold has also been added to the Environmental Hazards: A
Guide for Homeowners, Buyers, Landlords and Tenants booklet that must be
provided to a buyer or tenant in the transaction. The chapter contains
descriptions of mold, symptoms of mold exposure, and information on testing and
cleanup procedures. The chapter also lists other publications available that
discuss mold and indoor air quality. For local assistance, contact your county
or city Department of Health, Housing, or Environmental Health.

Explanation of Mold Conditions on Property: (to be completed by Transfer or if
they have ACTUAL KNOWLEDGE of a mold condition on the property.)

Acknowledgment:

         Lessee: /s/ MICHAEL J. CUSHMAN  PRES/CEO          Date: 10-26-04
                 -----------------------------------            ----------

         Lessor: [illegible]                               Date  10/20/04
                 -----------------------------------            ----------
<PAGE>

          LEASING DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP

When you enter into a discussion with a real estate agent regarding a real
estate transaction, you should from the outset understand what type of agency
relationship or representation you wish to have with the agent in the
transaction. With each specific transaction, you should read the Agency
Disclosure and consider how you are being represented.

                                LANDLORD'S AGENT

A Landlord's agent under a listing agreement with the Landlord acts as the agent
for the Landlord. A Landlord's agent or a subagent of that agent has the
following affirmative obligations:

To the Landlord:             A fiduciary duty of utmost care, integrity, honesty
                             and loyalty in dealings with the Landlord.
To Tenant and Landlord:      (a) Diligent exercise of reasonable skill and care
                             in performance of the agent's duties.
                             (b) A duty of honest and fair dealing and good
                             faith.
                             (c) A duty to disclose all facts known to the agent
                             materially affecting the value or desirability of
                             the property that are not known to, or within the
                             diligent attention and observation of, the parties.

An agent is not obligated to reveal to either party any confidential information
obtained from the other party which does not involve the affirmative duties set
forth above.

                                 TENANT'S AGENT

A Tenant's agent can, with a Tenant's consent, agree to act as agent for the
Tenant only. In these situations, the agent is not the Landlord's agent, even if
by agreement the agent may receive compensation for services rendered, either in
full or in part from the Landlord. An agent acting only for a Tenant has the
following affirmative obligations:

To the Tenant:               A fiduciary duty of utmost care, integrity, honesty
                             and loyalty in dealings with the Tenant.

To Tenant and Landlord:      (a) Diligent exercise of reasonable skill and
                             care in performance of the agent's duties.
                             (b) A duty of honest and fair dealing and good
                             faith.
                             (c) A duty to disclose all facts known to the agent
                             materially affecting the value or desirability of
                             the property that are not known to, or within the
                             diligent attention and observation of, the parties.

An agent is not obligated to reveal to either party any confidential information
obtained from the other party which does not involve the affirmative duties set
forth above.

                  AGENT REPRESENTING BOTH LANDLORD AND TENANT

A real estate agent, either acting directly or through one or more associate
licensees, can legally be the agent of both the Landlord and the Tenant in a
transaction, but only with the knowledge and consent of both the Landlord and
the Tenant.

In a dual agency situation, the agent has the following affirmative obligations
to both the Landlord and the Tenant:
(a) A fiduciary duty of utmost care, integrity, honest and loyalty in the
dealings with either Landlord or Tenant.
(b) Other duties to the Landlord and the Tenant as stated above in their
respective sections.

In representing both Landlord and Tenant, the agent may not, without the express
permission of the respective party, disclose to the other party that the
Landlord will accept a rent less than the listed rent or that the Tenant will
pay a rent greater than the rent offered.

The above duties of the agent in a real estate transaction do not relieve a
Landlord or Tenant from the responsibility to protect their own interests. You
should carefully read all agreements to assure that they adequately express your
understanding of the transaction. A real estate agent is a person qualified to
advise about real estate. If legal or tax advice is desired, consult a competent
professional.

--------------------------------------------------------------------------------
We acknowledge receipt of a copy of this disclosure and authorize the type of
agency:

Orion Partners, Ltd. is the agent of:

 X    Tenant exclusively; or
---
      Both the Tenant and Landlord
---

Tenant  /s/ MICHAEL J. CUSHMAN  PRES/CEO           Date   10-26-04
        ----------------------------------               -----------
Tenant                                             Date
        ----------------------------------               -----------
Agent for Tenant /s/ CONNIE BRADLEY
                 -------------------------


Keegin & Coppin Co., Inc. is the agent of:

 X    The Landlord exclusively; or
---
      Both the Tenant and Landlord
---

Landlord  [illegible]                              Date
         ---------------------------------               -----------
Landlord                                           Date
         ---------------------------------               -----------
Agent for Landlord
                   -----------------------
<PAGE>

                                   EXHIBIT D
                              RULES AND REGULATIONS

1.  No sign, placard, picture, advertisement, name or notice shall be installed
    or displayed on any part of the outside or inside of the Building without
    the prior written consent of Landlord. Landlord shall have the right to
    remove, at Tenant's expense, any sign installed or displayed in violation of
    this rule. All approved signs or lettering on doors and walls shall be
    painted, affixed or inscribed at the expense of Tenant by a person chosen by
    Landlord.

2.  The directory of the Building will be provided exclusively for the display
    of the name and location of tenants, and Landlord reserves the right to
    exclude any other names therefrom. Tenant shall pay Landlord's standard
    charge for any changes by Tenant.

3.  Except as consented to in writing by Landlord or in accordance with Building
    standard improvements, no draperies, curtains, shades, screens or other
    devices shall be hung at or used in connection with any window or exterior
    door or doors on the Premises. No awning shall be permitted on any part of
    the Premises. Tenant shall not place anything against or near glass
    partitions or doors or windows which may appear unsightly from outside the
    Premises.

4.  Tenant shall not obstruct any sidewalks, halls, lobbies, passages, exits,
    entrances, elevators or stairways of the Building. No tenant and no employee
    or invitee of any tenant shall go upon the roof of the Building or make any
    roof or terrace penetrations. Tenant shall not allow anything to be placed
    on the outside terraces or balconies without the prior written consent of
    Landlord.

5.  No Tenant shall invite to the Premises, or permit the visit of, persons in
    such numbers or under such conditions as to interfere with the use and
    enjoyment of the Common Areas of the Building by other tenants.

6.  All cleaning and janitorial services for the Building shall be provided
    exclusively through Landlord, and, except with the written consent of
    Landlord, no person or persons other than those approved by the Landlord
    shall be employed by Tenant or permitted to enter the Building for the
    purpose of cleaning. Tenant shall not cause any unnecessary labor by
    carelessness or indifference to the good order and cleanliness of the
    Premises. Landlord shall not in any way be responsible for any loss of
    property on the Premises, however occurring, or for any damage to any
    Tenant's property by the janitor or any other employee or person.

7.  Landlord will furnish Tenant, free of charge, one (1) key to Tenant's suite
    entrance for each two hundred fifty (250) rentable square feet of the
    Premises. Landlord may make a reasonable charge for any additional keys and
    for having any locks changed. Tenant shall not make or have made additional
    keys without Landlord's prior written consent, and Tenant shall not alter
    any lock or install a new additional lock or bolt on any door of its
    Premises without Landlord's prior written consent. Tenant shall deliver to
    Landlord, upon the termination of its tenancy, the keys to all locks for
    doors on the Premises. If Tenant loses any keys furnished by Landlord,
    Tenant shall pay Landlord the cost of rekeying the Premises.

8.  If Tenant requires telegraphic, telephonic, burglar alarm or similar
    services, it shall first obtain, and comply with, Landlord's instructions
    for their installation.

9.  The elevators shall be available for use by all tenants in the Building,
    subject to reasonable scheduling as Landlord in its discretion shall deem
    appropriate. No equipment, materials, furniture, packages, supplies,
    merchandise or other property will be received in the Building or carried in
    the elevators except between the hours, in the manner and in the elevators
    as may be designated by the Landlord.

10. Tenant shall not place a load upon any floor of the Premises which exceeds
    the maximum load per square foot which the floor was designed to carry and
    which is allowed by law. Tenant's business machines and mechanical equipment
    which cause noise or vibration which may be transmitted to the structure of
    the Building or to any space therein, and which is objectionable to Landlord
    or to any tenants in the Building shall be placed and maintained by the
    Tenant, at Tenant's expense, on vibration eliminators or other devices
    sufficient to eliminate noise or vibration.

11. Tenant shall not use or keep in the Premises any toxic or hazardous
    materials or any kerosene, gasoline or inflammable or combustible fluid or
    material other than those limited quantities necessary for the operation or
    maintenance of office equipment. Tenant shall not use or permit to be used
    in the Premises any foul or noxious gas or substance, or permit or allow the
    Premises to be occupied or used in a manner offensive or objectionable to
    Landlord or other occupants of the Building by reason of noise, odors or
    vibrations. No animal, except seeing eye dogs when in the company of their
    masters, may be brought into or kept in the Building.

12. Tenant shall not use any method of heating or air-conditioning other than
    that supplied by Landlord, unless Tenant receives the prior written consent
    of Landlord.

13. Tenant shall cooperate fully with Landlord to assure the most effective
    operation of the Building's heating and air-conditioning and to comply with
    any governmental energy-saving rules, laws or regulations of which Tenant
    has actual notice. Tenant shall refrain from attempting to adjust controls
    other than room thermostats installed for Tenant's use.

14. All entrance doors to the Premises shall be left locked when the Premises
    are not in use, and all doors opening to public corridors shall be kept
    closed except for normal ingress and egress to and from the Premises.

15. Landlord reserves the right, exercisable without notice and without
    liability to Tenant, to change the name and street address of the Building.

16. Landlord reserves the right to exclude any person from the Building after
    normal business hours, unless that person is known to the person or employee
    in charge of the Building or is properly identified. Tenant shall be
    responsible for all employees, clients or visitors and shall be liable to
    Landlord for all acts of those persons. Landlord shall not be liable for
    damages for any error in admitting or excluding any person from the
    Building. Landlord reserves the right to prevent access to the Building by
    closing the doors or by other appropriate action in case of invasion, mob,
    riot, public excitement or other commotion.

17. Tenant shall close and lock the door of its Premises, shut off all water
    faucets or other water apparatus and turn off all lights and other equipment
    which is not required to be continuously run.

18. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not
    be used for any purpose other than that for which they were constructed, and
    no foreign substance of any kind whatsoever shall be placed therein. The
    expense of any breakage, stoppage or damage resulting from any violation of
    this rule shall be borne by the tenant who, or whose employees or invitees,
    shall have caused it.

19. Tenant shall not install any radio or television antenna, loudspeaker or
    other device on the roof or exterior walls of the Building. Tenant shall not
    interfere with radio or television broadcasting or reception from or in the
    Building or elsewhere.
<PAGE>

H.  Lessee has reviewed and approves the physical condition of all systems the
--  Lessee is responsible for maintaining or replacements under the Lease and as
    stipulated in the above scope of responsibilities including HVAC, electrical
    equipment, lighting, road surfaces, landscaping, sprinkler or other
    mechanical or electrical systems within fifteen (15) days of acceptance
    hereof.

I.  Signage:
--  -------

    Landlord authorizes Tenant to install building sign on the Northwest corner
    of the subject building. All signs shall be in compliance with all city
    regulations and building motif. Signs and installed at Tenants cost

Agreed by:    Lessee: /s/ MICHAEL J. CUSHMAN                    Date: 10-26-04
                      -----------------------------------            ----------

Agreed by:    Lessor:                                           Date:
                      -----------------------------------            ----------