OFFICE BUILDING LEASE
                             FUNDAMENTAL PROVISIONS



Landlord:         Southport Land & Commercial Company, Inc.


Tenant:           North Valley Bank, a California Corporation


Suite:            Suite A located at 101 North State Street, Ukiah, California,
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an approximately 2,450 Net Rentable square foot office suite. (1.1)
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Use:              General Office Use                        (5.1)
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Lease Term:       Three years with two three-year options to renew      (2.1)
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Commencement
Date:             2/1/05, with prior occupancy upon execution of lease
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                  agreement, for the purpose of making Tenant Improvements (2.1)
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Base Rent:        $2800.00 per month                     (3.1)
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Security
Deposit:          NONE                                   (4.0)
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                              OFFICE BUILDING LEASE

THIS LEASE is made and entered into this 3rd day of November, 2004, by and
between Southport Land & Commercial Company, Inc., (hereinafter "Landlord") and
North Valley Bank, a California Corporation (hereinafter "Tenant").

1.    PREMISES

1.1   Description. Landlord hereby leases to Tenant and Tenant hereby rents from
      Landlord the Premises (hereinafter "Premises") shown on Exhibit A
      (attached) containing approximately 2,450 net rentable square feet known
      as Suite A, located at 101 North State Street, Ukiah, California.
      (hereinafter "Building").

2.    TERM

Term. The term of this Lease shall be for three (3) years and zero (0) days
commencing February 1, 2005 and ending on January 31, 2008 unless sooner
terminated pursuant to this Lease. Tenant shall have prior possession upon
execution of this lease. Rent shall not commence until February 1, 2005. Tenant
shall provide Landlord with written notice at least 90 days in advance of the
lease expiration (or expiration of subsequent option periods) of Tenant's
intention to exercise each of Tenant's Three-Year Options to Renew lease. Rental
rate for the second and third years of the lease as well as for each of the
option years shall be determined as stated in section 3.1.

2.2   Delay of Commencement. Tenant agrees that in the event of the inability of
      Landlord for any reason to deliver possession of the Premises to Tenant on
      the commencement date set forth in Section 2.1, Landlord shall not be
      liable for any damage thereby nor shall such inability affect the validity
      of this Lease or the obligations of Tenant hereunder, but in such case
      Tenant shall not be obligated to pay rent or other monetary sums until
      possession of the Premises is tendered to Tenant. For any delay in
      delivery of possession of the Premises, the expiration date of the term of
      the lease shall be extended by the period of time computed from the
      scheduled commencement date to the date possession is tendered. In the
      event Landlord shall not have delivered possession of the Premises within
      six (6) months from the scheduled commencement date, then Tenant at its
      option, to be exercised within thirty (30) days after the end of said six
      (6) month period, may terminate this Lease and upon Landlord's return of
      any monies previously deposited by Tenant, the parties shall have no
      further rights or liabilities toward each other.

2.3   Acknowledgment of Commencement Date. In the event the commencement date of
      the term of the Lease is other than as provided in Section 2.1, then
      Landlord and Tenant shall execute a written acknowledgment of the date of
      commencement and shall attach it to the Lease as Exhibit C.

3.    RENT

3.1   Base Rent. Tenant shall pay Landlord as rent for the Premises in advance
      on the first day of each calendar month of the term of this Lease without
      deduction, offset, prior notice or demand, in lawful money of the United
      States, the following sums: (Strike where inapplicable)

            (i)   Beginning on the commencement date hereof and continuing until
                  1/31/06 the sum of $2800.00 per month;
            (ii)  Each subsequent year including option years will have Annual
                  Rental Adjustments using the increase in the SFO/Oakland/San
                  Jose Consumer Price Index All Items Indexes, All Urban
                  Consumers, with a minimum annual increase of 2% and a maximum
                  annual increase of 5%.

If commencement date is not the first day of a month, or if the Lease
termination day is not the last day of a month, a pro-rated monthly installment
shall be paid at the then current rate for the fractional month during which the
Lease commences and/or terminates.

Concurrently with Tenant's execution of this Lease, Tenant shall pay to Landlord
the sum of two thousand eight hundred dollars ($2800.00) as rent for the period
of February, 2005 (Strike if inapplicable)

4.    SECURITY DEPOSIT

Concurrently with Tenant's execution of this Lease, Tenant shall deposit with
Landlord the sum of NONE ($0.00). Said sum shall be held by Landlord as a
Security Deposit for the faithful performance by Tenant of all of the terms,
covenants, and conditions of this Lease to be kept and performed by Tenant
during the term hereof. If Tenant defaults with respect to any provision of this
Lease, including but not limited to the provisions relating to the payment of
rent and any of the monetary sums due herewith, Landlord may (but shall not be
required to) use, apply or retain all or any part of this Security Deposit for
the payment of any other amount which Landlord may spend by reason of Tenant's
default or to compensate Landlord for any other loss or damage which Landlord
may suffer by reason of Tenant's default. If any portion of said Deposit is so
used or applied, Tenant shall, within ten (10) days after written demand
therefore, deposit cash with Landlord in an amount sufficient to

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restore the Security Deposit to its original amount; Tenant's failure to do so
shall be a material breach of this Lease. Landlord shall not be required to keep
this Security Deposit separate from its general funds, and Tenant shall not be
entitled to interest on such deposit. If Tenant shall fully and faithfully
perform every provision of this Lease to be performed by it, the Security
Deposit or any balance thereof shall be returned to Tenant (or, at Landlord's
option, to the last assignee of Tenant's interest hereunder) at the expiration
of the Lease term and after Tenant has vacated the Premises. In the event of
termination of Landlord's interest in this Lease, Landlord shall transfer said
Deposit to Landlord's successor in interest whereupon Tenant agrees to release
Landlord from liability for the return of such Deposit or the accounting
therefore.

5.    USE

5.1   Use. The Premises shall be used and occupied by Tenant for General Office
      Use and for no other purpose without prior written consent of Landlord,
      which shall not be unreasonably withheld.

5.2   Suitability. Tenant acknowledges that neither Landlord nor any agent of
      Landlord has made any representation or warranty with respect to the
      Premises or the Building or with respect to the suitability of either for
      the conduct of Tenant's business, nor has Landlord agreed to undertake any
      modification, alteration or improvement to the Premises except as provided
      in this Lease. The taking of possession of the Premises by Tenant shall
      conclusively establish that the Premises and the Building were at such
      time in satisfactory condition unless within fifteen (15) days after such
      date Tenant shall give Landlord written notice specifying in reasonable
      detail the respects in which the Premises or the Building were not in
      satisfactory condition.

5.3   Uses Prohibited.

      (a)   Tenant shall not do or permit anything to be done in or about the
            Premises nor bring or keep anything therein which will in any way
            increase the existing insurance rate or affect any fire or other
            insurance upon the Building or any of its contents (unless Tenant
            shall pay any increased premium as a result of such use or acts), or
            cause a cancellation of any insurance policy covering said Building
            or any part thereof or any of its contents, nor shall Tenant sell or
            Permit to be kept, used or sold in or about said Premises any
            articles which may be prohibited by a standard form policy of fire
            insurance.

      (b)   Tenant shall not do or permit anything to be done in or about the
            Premises which will in any way obstruct or interfere with the rights
            of other tenants or occupants of the Building or injure or annoy
            them or use or allow the Premises to be used for any unlawful or
            objectionable purpose, nor shall Tenant cause, maintain or permit
            any nuisance to be committed in or about the Premises. Tenant shall
            not commit or suffer to be committed any waste in or upon the
            Premises.

      (c)   Tenant shall not use the Premises or permit anything to be done in
            or about the Premises which will in any way conflict with any law,
            statute, ordinance or governmental rule or regulation or requirement
            of duly constituted public authorities now in force or which may
            hereafter be enacted or promulgated. Tenant shall at its sole cost
            and expense promptly comply with all laws, statutes, ordinance and
            governmental rules, regulations or requirements now in force or
            which may hereafter be in force and with the requirements of any
            board of fire underwriters or other similar body now hereafter
            constituted relating to or affecting the condition, use or occupancy
            of the Premises, excluding structural changes not relating to or
            affecting the condition, use or occupancy of the Premises, or not
            relating or afforded by Tenant's improvements or acts. The judgment
            of any court of competent jurisdiction or the admission of Tenant in
            any action against Tenant, whether Landlord be a party thereto or
            not, that Tenant had violated any law, statute, ordinance or
            governmental rule, regulation or requirement, shall be conclusive of
            the fact as between Landlord and Tenant.

6.    SERVICE AND UTILITIES

6.1   Landlord's Obligation. If Premises is not separately metered for any
      particular service or utility, with Tenant responsible for payment of the
      cost of gas and/or electric service and/or refuse service directly to the
      provider, then Landlord agrees to furnish to the Premises during
      reasonable hours of generally recognized business days, to be determined
      by Landlord, and subject to the Rules and Regulations of the Building,
      water, gas and electricity suitable for the intended use of the Premises,
      heat and air conditioning required in Landlord's judgment for the
      comfortable use and occupancy of the premises. In either case Landlord
      shall provide water service. If such areas exist in the building, Landlord
      shall also maintain and keep lighted the common stairs, entries and toilet
      rooms.

6.2   Tenant's Obligation.

      (a)   Tenant shall furnish and pay for, prior to delinquency, all
            telephone and all other materials and services, not expressly
            required to be paid by the Landlord, which may be furnished to or
            used in, on or about the Premises during the term of this lease.
            Premises is ____x____ is not__________ separately metered for gas
            and electric service. Tenant shall pay for refuse, gas and electric
            service directly to provider. If Premises is not separately metered
            for any particular service or utility, and Landlord then determines
            that Tenant's utilization of any service or utility provided by

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            Landlord to the Premises is disproportionate to use of such utility
            or service by other occupants of the Building, Landlord reserves the
            right to require Tenant to obtain separate meter(s) and pay for such
            overutilized service or utilities. In the event Landlord exercises
            its right under this Paragraph to require separate metering of
            utilities or other services, such utilities or services as are
            separately metered will paid directly by Tenant to provider.

6.3   Tenant's Additional Requirements.

      (a)   Tenant will not, without the written consent of Landlord, which
            shall not be unreasonably withheld, use any apparatus or device in
            the Premises, including but without limitation thereto, electronic
            data processing machines, and machines using current in excess of
            110 volts, which will in any way increase the amount of electricity
            or water usually furnished or supplied for use of the Premises as
            general office space; nor connect with electric current, except
            through existing electrical outlets in the Premises, or water pipes,
            any apparatus or device, for the purposes of using electric current
            or water.

      (b)   If tenant shall require water or electric current in excess of that
            usually furnished or supplied for use of the Premises as general
            office space, Tenant shall first procure the consent of Landlord for
            the use thereof, which consent Landlord may refuse and Landlord may
            cause a water meter or electric current meter to be installed in the
            Premises, so as to measure the amount of water and electric current
            consumed for any such other use. The cost of such meters and of
            installation, maintenance and repair thereof shall be paid for by
            Tenant and Tenant agrees to pay Landlord promptly upon demand by
            Landlord for all such water and electric current consumed as shown
            by said meters, at the rates charged for such services by the City
            in which the building is located or the public utility, as the case
            may be, furnishing the same, plus any additional expense incurred in
            keeping account of the water and electric current consumed.

      (c)   Whenever heat generating machines or equipment are used in the
            Premises which affect the temperature otherwise maintained by the
            air conditioning system, Landlord reserves the right to install
            supplementary air conditioning units in the Premises and the cost
            thereof, including the cost of installation, operation and
            maintenance thereof, shall be paid by Tenant to Landlord upon demand
            by Landlord.

6.4   Non-Liability. Landlord shall not be liable for, and Tenant shall not be
      entitled to, any abatement or reduction of rent by reason of Landlord's
      failure to furnish any of the foregoing when such failure is caused by
      accidents, breakage, repairs, strikes, lockouts or other labor
      disturbances or labor disputes of any character, or by any other cause
      similar or dissimilar, beyond the reasonable control of Landlord. Landlord
      shall not be liable under any circumstances for loss of or injury to
      property, however occurring, through or in connection with or incidental
      to failure to furnish any of the foregoing.

7.    MAINTENANCE AND REPAIRS; ALTERATIONS AND ADDITIONS

7.1   Maintenance and Repairs.

      (a)   Landlord's Obligation. Landlord shall maintain in good condition the
            Building and all other portions of the Premises not the obligation
            of Tenant or any other tenant in the Building.

      (b)   Tenant's Obligation.

            (i)   Tenant at Tenant's sole cost and expense, except for services
                  furnished by Landlord pursuant to Section 6 hereof, shall
                  maintain the Premises in good condition including the interior
                  surfaces of the ceilings, walls and floors, all doors,
                  interior windows, exterior windows at or below street level,
                  all plumbing, wiring, switches, fixtures and special items in
                  excess of building standard furnishings, and equipment
                  installed by or at the expense of Tenant. Tenant expressly
                  waives the benefits of any statute now or hereafter in effect
                  which would otherwise afford Tenant the right to make repairs
                  at Landlord's expense or to terminate this Lease because of
                  Landlord's failure to keep the Premises in good order,
                  condition and repair.

            (ii)  Upon the expiration or earlier termination of this Lease,
                  Tenant shall surrender the Premises in the same condition as
                  received, ordinary wear and tear resulting from use of the
                  Premises for office purposes for normal business hours
                  (average of 40 hours per week) and damage by fire, earthquake,
                  act of God or the elements alone excepted, and shall promptly
                  remove or cause to be removed at Tenant's expense from the
                  Premises, and the Building any signs, notices and displays
                  placed thereon by Tenant.

            (iii) Tenant agrees to repair any damage to the Premises or the
                  Building caused by or in connection with the removal of any
                  articles of personal property, business or trade fixtures, or
                  any improvement to the Premises made by Tenant, including
                  without limitation thereto, repairing the floor and patching
                  and painting the walls where required by Landlord to
                  Landlord's reasonable satisfaction, all at Tenant's sole cost
                  and expense. Tenant shall indemnify the Landlord against any
                  loss or liability resulting from delay by Tenant in
                  surrendering the Premises, including without limitation any
                  claims made by any succeeding tenant founded on such delay.

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            (iv)  In the event Tenant fails to maintain the Premises in good
                  condition, Landlord shall give Tenant notice to do such acts
                  as are reasonably required to so maintain the Premises. In the
                  event Tenant fails to promptly commence such work and
                  diligently prosecute it to completion, then Landlord shall
                  have the right to do such acts at the expense of Tenant. Any
                  amount expended by Landlord shall be paid by Tenant promptly
                  after demand with interest at ten percent (10%) per annum from
                  the date of such work. Landlord shall have no liability to
                  Tenant for any damage, inconvenience or interference with the
                  use of the Premises by Tenant as a result of performing any
                  such work.

      (c)   Compliance with Law. Landlord and Tenant shall each do all acts
            required to comply with all applicable laws, ordinances, regulations
            and rules of any public authority relating to their respective
            maintenance obligations as set forth herein. Landlord is responsible
            to comply with Americans With Disabilities Act for interior and
            exterior common areas; Tenant is responsible for compliance within
            Tenant's exclusive space. If at any time during the lease Tenant is
            required to provide Handicap Access to front door, Landlord shall
            provide said alteration up to a cost of $2000.00.

7.2   Alterations and Additions.

      (a)   Tenant shall make no alterations, additions or improvements to the
            Premises or any part thereof without obtaining the prior written
            consent of Landlord, which shall not be unreasonably withheld.
            Tenant shall at Tenant's sole cost prepare the premises for
            occupancy as detailed in Addendum marked Exhibit "C". Tenant agrees
            to accept the Premises per Exhibit "A". Landlord agrees to reimburse
            Tenant up to $12,250 as a tenant improvement allowance. Said
            allowance shall be due and payable to Tenant within fourteen (l4)
            days after the following conditions have been met:

                  1)    Tenant is open for business with the public in the
                        entire Premises and has paid the first month's rent due
                        in advance and security deposit, if any.
                  2)    Tenant has furnished to Landlord affidavits, lien
                        waivers and paid receipts for physical improvements
                        performed within and for the Premises. This support
                        provided to Landlord should be reasonably satisfactory
                        in establishing payment in full for all labor and
                        materials, which may form a predicate for a claim of
                        lien against the Premises. The actual amount of the
                        reimbursement will be up to $12,250.
                  3)    A certificate of occupancy (or an equivalent) from the
                        governmental authority having jurisdiction has been
                        delivered to Landlord.
                  4)    Landlord has received a certificate of insurance as
                        required by Section 11.
                  5)    Receipt by Landlord of evidence that Tenant has paid its
                        utility deposits.
                  6)    Receipt by Landlord of Tenant's As Built plans if any
                        structural changes are made.

      (b)   Landlord shall perform the following improvements at Landlord's sole
            cost:

                  1)    Landlord shall clean and/or paint exterior walls as
                        needed.
                  2)    Connect Suite A's electric service and HVAC equipment to
                        "Adjacent Room".

      (c)   Landlord may impose as a condition of the aforesaid consent such
            requirements as Landlord may deem necessary in its reasonable
            discretion, including without limitation thereto, the manner in
            which the work is done, a right of approval of the contractor by
            whom the work is to be performed, the times during which it is to be
            accomplished, and the requirement that upon written request of
            Landlord prior to the expiration or earlier termination of the
            Lease, Tenant will remove any and all permanent improvements or
            additions to the Premises installed at Tenant's expense and all
            movable partitions, counters, personal property, equipment, fixtures
            and furniture.

      (d)   All such alterations, additions or improvements shall at the
            expiration or earlier termination of the Lease become the property
            of Landlord and remain upon and be surrendered with the Premises,
            unless specified pursuant to Section 7.2 (b) above.

      (e)   All articles of personal property and all business and trade
            fixtures, machinery and equipment, cabinetwork, furniture and
            moveable partitions owned by Tenant or installed by Tenant at its
            expense in the Premises shall be and remain the property of Tenant
            and may be removed by Tenant at any time during the Lease term when
            Tenant is not in default hereunder.

      (f)   Tenant at lease termination, at Tenant's expense, shall, at option
            of Landlord, remove all Tenant Improvements so that space becomes a
            "plain vanilla shell".

8.    ENTRY BY LANDLORD

Landlord reserves and shall at any and all times have the right to enter the
Premises to inspect the same, subject to reasonable notice to Tenant, and
employees of Tenant must be present at time of entry, to supply any service to
be provided by Landlord to Tenant hereunder, to submit said Premises to
prospective purchasers or tenants, to post notices of nonresponsibility and "for
lease" signs, and to alter, improve or repair the Premises and any portion of
the Building without abatement of rent, and may for that purpose erect
scaffolding and other necessary structures where reasonably required by the
character of the work to

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be performed, always providing the entrance to the Premises shall not be blocked
thereby, and further providing that the business of Tenant shall not be
interfered with unreasonably. Tenant hereby waives any claim for damages for any
injury or inconvenience to or interference with Tenant's business, any loss of
occupancy or quiet enjoyment of the Premises, and any other loss occasioned
thereby. For each of the aforesaid purposes, Landlord shall at all times have
and retain a key with which to unlock all of the doors in, upon and about the
Premises, excluding Tenant's vaults and safes, and Landlord shall have the right
to use any and all means which Landlord may deem proper to open said doors in an
emergency, in order to obtain entry to the Premises, and any entry to the
Premises obtained by Landlord by any of said means, or otherwise, shall not
under any circumstances be construed or deemed to be a forcible or unlawful
entry into, or a detainer of, the Premises, or an eviction of Tenant from the
Premises or any portion thereof.

9.    LIENS

Tenant shall keep the Premises and any building of which the Premises are a part
free from any liens arising out of work performed, materials furnished, or
obligations incurred by Tenant and shall indemnify, hold harmless and defend
Landlord from any liens and encumbrances arising out of any work performed or
materials furnished by or at the direction of Tenant. In the event that Tenant
shall not, within twenty (20) days following the imposition of any such lien,
cause such lien to be released of record by payment or posting of a proper bond,
Landlord shall have, in addition to all other remedies, provided herein and by
law, the right, but no obligation, to cause the same to be released by such
means as it shall deem proper, including payment of the claim giving rise to
such lien. All such sums paid by Landlord and all expenses incurred by it in
connection therewith including attorneys' fees and costs shall be payable to
Landlord by Tenant on demand with interest at the rate of ten percent (10%) per
annum. Landlord shall have the right at all times to post and keep posted on the
Premises any notices permitted or required by law, or which Landlord shall deem
proper, for the protection of Landlord and the Premises, and any other party
having an interest therein, from mechanics' and materialmen's liens, and Tenant
shall give to Landlord at least ten (10) business days prior written notice of
the expected date of commencement of any work relating to alterations or
additions to the Premises.

10.   INDEMNITY

10.1  Indemnity. Tenant shall indemnify and hold Landlord harmless from and
      defend Landlord against any and all claims of liability for any injury or
      damage to any person or property whatsoever except where caused by the
      negligent and/or willful misconduct of Landlord or Landlord's agents; (1)
      occurring in, or about the Premises or any part thereof, and (2) occurring
      in, on or about any facilities (including, without prejudice to the
      generality of the term "facilities", elevators, stairways, passageways,
      hallways, and parking areas), the use of which Tenant may have in
      conjunction with other tenants of the Building, when such injury or damage
      is caused in part or in whole by the act, negligence, fault or omission of
      any duty with respect to the same by Tenant, its agents, contractors,
      employees or invitees. Tenant shall further indemnify and hold Landlord
      harmless from and against any and all claims arising from any breach or
      default in the performance of any obligation on Tenant's part to be
      performed under the terms of this Lease, or arising from any act or
      negligence of Tenant, or any of its agents, contractors, employees and
      from and against all costs, attorneys' fees, expenses and liabilities
      incurred in the defense of any such claim or any action or proceeding
      brought thereon. In case any action or proceeding be brought against
      Landlord by reason of any such claim, Tenant, upon notice from Landlord,
      shall defend the same at Tenant's expense by counsel reasonable
      satisfactory to Landlord, provided, however, that Tenant shall not be
      liable for damage or injury occasioned by the negligence or intentional
      acts of Landlord and its designated agents or employees unless covered by
      insurance Tenant is required to provide.

      Tenant, as a material part of the consideration to Landlord, hereby
      assumes all risk of damage to property or injury to persons in, upon or
      about the Premises from any cause and Tenant hereby waives all claims in
      respect thereof against Landlord, except where caused by the negligent
      and/or willful misconduct of Landlord or Landlord's agents.

10.2  Exemption of Landlord from Liability. Landlord shall not be liable for
      injury or damage which maybe sustained by the person, good, wares,
      merchandise or property of Tenant, its employees, invitees or customers,
      or any other person in or about the Premises cause by or resulting from
      fire, steam, electricity, gas, water or rain, which may leak or flow from
      or into any part of the Premises, or from the breakage, leakage,
      obstruction or other defects of the pipes, sprinklers, wires, appliances,
      plumbing, air conditioning or lighting fixtures of the same whether the
      damage or injury results from conditions arising upon the Premises or upon
      other portions of the Building of which the Premises are a part, or from
      other sources. Landlord shall not be liable for any damages arising from
      any act or neglect of any other tenant of the Building.

11.   INSURANCE

11.1  Coverage. Tenant shall, at all times during the term of this Lease, and at
      its own cost and expense procure and continue in force the following
      insurance coverage:

      (a)   Bodily Injury and Property Damage Liability Insurance with a
            combined single limit for bodily injury and property damage of not
            less than $1,000,000.

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      (b)   Fire and Extended Coverage Insurance, including vandalism and
            malicious mischief coverage, in an amount equal to the full
            replacement value of all fixtures, furniture and improvements
            install by or at the expense of Tenant.

11.2  Insurance Policies. The aforementioned minimum limits of policies shall in
      no event limit the liability of Tenant hereunder. The aforementioned
      insurance shall name Landlord as an additional insured. Said insurance
      shall be with companies having rating of not less than A+ in "Best's
      Insurance Guide". Tenant shall furnish from the insurance companies or
      cause the insurance companies to furnish certificates of coverage. No such
      policy shall be cancelable or subject to reduction of coverage or other
      modification or cancellation except after thirty (30) days prior written
      notice to Landlord by the insurer. All such policies shall be written as
      primary policies, not contributing with and not in excess of the coverage
      which Landlord may carry. Tenant shall, at least twenty (20) days prior to
      the expiration of such policies, furnish Landlord with renewals or
      binders. Tenant agrees that if Tenant does not take out and maintain such
      insurance, Landlord may (but shall not be required to) procure said
      insurance on Tenant's behalf and charge Tenant the premiums together with
      a twenty-five percent (25%) handling charge, payable upon demand. Tenant
      shall have the right to provide such insurance coverage pursuant to
      blanket policies obtained by Tenant provided such blanket policies
      expressly afford coverage to the Premises and to Tenant as required by
      this Lease.

12.   DAMAGE OR DESTRUCTION

12.1  Partial Damage-Insured. In the event the Premises or the Building are
      damaged by any casualty which is covered under fire and extended coverage
      insurance carried by Landlord, then Landlord shall restore such damage
      provided insurance proceeds are available to pay eighty percent (80%) of
      the cost of restoration, or if the restoration cannot be completed within
      sixty (60) days after the commencement of work in the opinion of the
      registered architect or engineer appointed by Landlord, then Landlord
      shall have the option either to (1) repair or restore such damage, this
      Lease continuing in full force and effect, but the rent to be
      proportionately abated as hereinabove provided, or (2) give notice to
      Tenant, at any time within thirty (30) days after such damage, terminating
      this Lease as of a date to be specified in such notice, which date shall
      be not less than thirty (30) not more than sixty (60) days after giving
      such notice. In the event of the giving of such notice, this Lease shall
      expire and all interest of Tenant in the Premises shall terminate on such
      date so specified in such notice and the rent, reduced by any
      proportionate reduction based upon the extent, if any, to which said
      damage interfered with the use and occupancy of Tenant, shall be paid to
      the date of such termination; Landlord agrees to refund to the Tenant any
      rent theretofore paid in advance for any period of time subsequent to such
      date.

12.2  Total Destruction. In the event the Premises are totally destroyed or the
      Premises cannot be restored as required herein under applicable laws and
      regulations, notwithstanding the availability of insurance proceeds, this
      Lease shall be terminated effective the date of the damage.

12.3  Damage Near End of the Term. Notwithstanding anything to the contrary
      contained in this Section 12, Landlord shall not have any obligation
      whatsoever to repair, reconstruct or restore the premises when the damage
      resulting from any casualty covered under this Section 12 occurs during
      the last twelve (12) months of the term of this Lease or any extension
      thereof.

12.4  Landlord's Obligations. The Landlord shall not be required to repair any
      injury or damage by fire or other cause or to make any restoration or
      replacement of any panelings, decorations, partitions, railings, floor
      covering, office fixtures or any other improvements or property installed
      in the Premises by Tenant or at the direct or indirect expense of Tenant.
      Tenant shall be required to restore or replace same in the event of
      damage. Except for abatement of rent, if any, Tenant shall have no claim
      against Landlord for any damage suffered by reason of any such damage,
      destruction, repair or restoration; nor shall Tenant have the right to
      terminate this Lease as the result of any statutory provision now or
      hereafter in effect pertaining to the damage and destruction of the
      Premises or the Building, except as expressly provided herein.

13.   CONDEMNATION

If all or any part of the Premises shall be taken or appropriated for public or
quasi-public use by right of eminent domain with or without litigation or
transferred by agreement in connection with such public or quasi-public use,
either party hereto shall have the right at its option exercisable within thirty
(30) days of receipt of notice of such taking to terminate this Lease as of the
date possession is taken by the condemning authority, provided, however, that
before Tenant may terminate this Lease by reason of taking or appropriation as
provided hereinabove, such taking or appropriation shall be of such an extent
and nature as to substantially handicap, impede or impair Tenant's use of the
Premises. If any part of the Building other then the Premises shall be so taken
or appropriated, Landlord shall have the right at its option to terminate this
Lease. No award for any partial or entire taking shall be apportioned, and
Tenant hereby assigns to Landlord any award which may be made in such taking or
condemnation, together with any and all rights of Tenant now or hereafter
arising in or to the same or any part thereof; provided, however, that nothing
contained herein shall be deemed to give Landlord any interest in or to require
Tenant to assign to Landlord any award made to Tenant for the taking of personal
property and fixtures belonging to Tenant and/or for the interruption of or
damage to Tenant's business and/or for Tenant's unamortized cost of leasehold
improvements. In the event of a partial taking which does not result in a
termination of this Lease, rent shall be abates in the proportion which the part
of Premises so made unusable bears to the rented area of the

                                       7
<PAGE>

Premises immediately prior to the taking. No temporary taking of the Premises
and/or of Tenant's rights therein or under this Lease shall terminate this Lease
or give Tenant any right to any abatement of rent thereunder; any award made to
Tenant and Landlord shall not be entitled to share therein.

14.   ASSIGNMENT AND SUBLETTING

14.1  Landlord's Consent Required. Tenant shall not assign, transfer, mortgage,
      pledge, hypothecate or encumber this Lease or any interest therein, and
      shall not sublet the Premises or any part thereof, without the prior
      written consent of Landlord and any attempt to do so without such consent
      being first had and obtained shall be wholly void and shall constitute a
      breach of this Lease.

14.2  Reasonable Consent. If Tenant complies with the following conditions,
      Landlord shall not unreasonably withhold its consent to the subletting of
      the Premises or any portion thereof or the assignment of this Lease.
      Tenant shall submit in writing to Landlord (1) the name and legal
      composition of the proposed subtenant or assignee; (2) the nature of the
      business proposed to be carried on in the Premises which business shall be
      compatible, in the judgment of Landlord, with those businesses carried on
      in the Building; (3) the terms and provisions of the proposed sublease;
      (4) financial information showing income and net worth of the subtenant or
      assignee at least equal to the income and net worth of Tenant.

14.3  No Release of Tenant. No consent by Landlord to any assignment or
      subletting by Tenant shall relieve Tenant of any obligation to be
      performed by Tenant under this Lease, whether occurring before or after
      such consent, assignment or subletting. The consent by Landlord to any
      assignment or subletting shall not relieve Tenant from the obligation to
      obtain Landlord's express written consent to any other assignment or
      subletting. The acceptance of rent by Landlord from any other person shall
      not be deemed to be a waiver by Landlord of any provision of this Lease or
      to be a consent to any assignment, subletting or other transfer. Consent
      to one assignment, subletting or other transfer. Consent to one
      assignment, subletting or other transfer shall not be deemed to constitute
      consent to any other transfer.

14.4  Attorney's Fees. In the event Landlord shall consent to a sublease or
      assignment under this Section 14, Tenant shall pay Landlord's reasonable
      attorney's fees not to exceed $500.00 incurred in connection with giving
      such consent.

14.5  Assignment of Profit. In the event that the Premises or any part thereof
      are assigned or sublet by Tenant, Landlord shall be entitled to an amount
      equal to fifty percent (50%) of any and all additional consideration
      received or to be received by Tenant, including, without limitation, the
      gross difference between Tenant's rent hereunder and the rent to be paid
      by Tenant's assignee or subtenant.

15.   SUBORDINATION

15.1  Subordination. This Lease at Landlord's option shall be subject and
      subordinate to all ground or underlying leases which now exist or may
      hereafter be executed affecting the Premises or the land upon which the
      Premises are situated or both, and to the lien of any mortgages or deeds
      of trust in any amount or amounts whatsoever now or hereafter placed on or
      against the land or improvements or either thereof, of which the Premises
      are a part, or on or against Landlord's interest or estate therein, or on
      or against any ground or underlying lease without the necessity of the
      execution and delivery of any further instruments on the part of Tenant to
      effectuate such subordination. Any mortgagee, trustee or ground lessor may
      elect to have this Lease prior to the lien of its mortgage, deed of trust
      or ground lease, whether this Lease is dated prior or subsequent to the
      date of said mortgage, deed of trust, or ground lease or the date of the
      recording thereof. Notwithstanding the above so long as the tenant is not
      in default of this lease, the lease will not be terminated as a result of
      any change in ownership, for any reason, of the leased premises.

15.2  Subordination Agreements. Tenant covenants and agrees to execute and
      deliver upon demand without charge therefore, such further instruments
      evidencing such subordination of this Lease to such ground or underlying
      leases and to the liens of any such mortgages or deeds of trust as may be
      required by Landlord. Tenant hereby appoints Landlord as Tenant's
      attorney-in-fact, irrevocably, to execute and deliver any such agreements,
      instruments, releases or other documents.

15.3  Quiet Enjoyment. Landlord covenants and agrees with Tenant that upon
      Tenant paying rent and other monetary sums due under the Lease, performing
      its covenants and conditions under the Lease, Tenant shall and may
      peaceably and quietly have, hold and enjoy the Premises for the term,
      subject, however, to the terms of the Lease and of any of the aforesaid
      ground leases, mortgages or deeds of trust described above.

15.4  Attornment. In the event any proceedings are brought for default under
      ground or any underlying lease or in the event of foreclosure or the
      exercise of the power of sale under any mortgage or deed of trust made by
      the Landlord covering Premises, the Tenant shall attorn to the purchaser
      upon any such foreclosure or sale and recognize such purchaser as the
      Landlord under this Lease, provided said purchaser as the Landlord under
      this Lease, provided said purchaser expressly agrees in writing to be
      bound by the terms of the Lease.

16.   DEFAULT; REMEDIES

                                       8
<PAGE>

16.1  Default. The occurrence of any of the following shall constitute a
      material default and breach of this Lease by Tenant:

      (a)   Any failure by Tenant to pay the rent or any other monetary sums
            required to be paid hereunder (where such failure continues for five
            (5) days after written notice by Landlord to Tenant);

      (b)   The abandonment or vacation of the Premises by Tenant;

      (c)   A failure by Tenant to observe and perform any other provision of
            this Lease to be observed or performed by Tenant, where such failure
            continues for twenty (20) days after written notice thereof by
            Landlord to Tenant; provided, however, that if the nature of the
            default is such that the same cannot reasonably be cured within said
            twenty (20) day period, Tenant shall not be deemed to be in default
            if Tenant shall within such period commence such cure and thereafter
            diligently prosecute the same to completion;

      (d)   The making by Tenant of any general assignment or general
            arrangement for the benefit of creditors; the filing by or against
            Tenant of a petition to have Tenant adjudged a bankrupt or of a
            petition for reorganization or arrangement under any law relating to
            bankruptcy (unless, in the case of a petition filed against Tenant,
            the same is dismissed within sixty (60) days); The appointment of a
            trustee or receiver to take possession of substantially all of
            Tenant's assets located at the Premises or of Tenant's interest in
            this Lease, where possession is not restored to Tenant within thirty
            (30) days; or the attachment, execution or other judicial seizure of
            substantially all of Tenant's assets located at the Premises or of
            Tenant's interest in this Lease, where such seizure is not
            discharged within thirty (30) days.

16.2  Remedies. In the event of any such material default or breach by Tenant,
      Landlord may, at any time thereafter without limiting Landlord in the
      exercise of any right or remedy at law or in equity which Landlord may
      have by reason of such default or breach:

      (a)   Maintain this Lease in full force and effect and recover the rent
            and other monetary charges as they become due, without terminating
            Tenant's right to possession irrespective of whether Tenant shall
            have abandoned the Premises. In the event Landlord elects not to
            terminate the Lease, Landlord shall have the right to attempt to
            re-let the Premises at such rent and upon such conditions and for
            such a term, and to do such acts necessary to maintain or preserve
            the Premises as Landlord deems reasonable and necessary without
            being deemed to have elected to terminate the Lease, including
            removal of all persons and property from the Premises; such property
            may be removed and stored in a public warehouse or elsewhere at the
            cost of and for the account of Tenant. In the event any such
            re-letting occurs, this Lease shall terminate automatically upon the
            new Tenant taking possession of the Premises. Not withstanding that
            Landlord fails to elect to terminate the Lease initially, Landlord
            at any time during the term of this Lease may elect to terminate
            this Lease by virtue of such previous default of Tenant.

      (b)   Terminate Tenant's right to possession by any lawful means, in which
            case this Lease shall terminate and Tenant shall immediately
            surrender possession of the Premises to Landlord. In such event,
            Landlord shall be entitled to recover from Tenant all damages
            incurred by Landlord by reason of Tenant's default, including
            without limitation thereto, the following:

            (i)   The worth at the time of award of any unpaid rent which had
                  been earned at the time of such termination; plus

            (ii)  The worth at the time of award of the amount by which the
                  unpaid rent which would have been earned after termination
                  until the time of award exceeds the amount of such rental loss
                  that is proved could have been reasonable avoided; plus

            (iii) The worth at the time of award of the amount by which the
                  unpaid rent for the balance of the term after the time of
                  award exceeds the amount of such rental loss that is proved
                  could be reasonably avoided; plus

            (iv)  Any other amount necessary to compensate Landlord for all the
                  detriment proximately caused by Tenant's failure to perform
                  his obligations under this Lease or which in the ordinary
                  course of events would be likely to result therefrom; plus

            (v)   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
                  applicable State law.

Upon any such re-entry, Landlord shall have the right to make any reasonable
repairs, alterations or modifications to the Premises, which Landlord in its
sole discretion deems reasonable and necessary. As used in (i) above, the "worth
at the time of award" is computed by allowing interest at the rate of ten
percent (10%) per annum from the date of default. As used in (ii) and (iii) the
"worth at the time of award" is computed by discounting such amount at the
discount rate of the U.S. Federal Reserve Bank at the time of award plus one
percent (1%). The term "rent", as used in this Section 16, shall be deemed to be
and to

                                       9
<PAGE>

mean the rent to be paid pursuant to Section 3 and all other monetary sums
required to be paid by Tenant pursuant to the terms of this Lease.

16.3  Late Charges. Tenant hereby acknowledges that late payment by Tenant to
      Landlord of rent and other sums due hereunder will cause Landlord to incur
      costs not contemplated by this Lease, the exact amount of which will be
      extremely difficult to ascertain. Such costs include, but are not limited
      to, processing and accounting charges, and late charges which may be
      imposed on Landlord by the terms of any mortgage or trust deed covering
      the Premises. Accordingly, if any installment of rent or any other sum due
      from Tenant shall not be received by Landlord or Landlord's designee
      within ten (10) days after such amount shall be due, Tenant shall pay to
      Landlord a late charge equal to ten percent (10%) of such overdue amount.
      The parties hereby agree that such late charge represents a fair and
      reasonable estimate of the costs Landlord will incur by reason of late
      payment by Tenant. Acceptance of such late charge by Landlord shall in no
      event constitute a waiver of Tenant's default with respect to such overdue
      amount nor prevent Landlord from exercising any of the other rights and
      remedies granted hereunder.

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

17.   MISCELLANEOUS

17.1  Estoppel Certificate.

      (a)   Tenant shall at any time upon not less than ten (10) days prior
            written notice from Landlord execute, acknowledge and deliver to
            Landlord a statement in writing:

            (i)   Certifying that this Lease is unmodified and in full force and
                  effect (or, if modified, stating the nature of such
                  modification and certifying that this Lease, as so modified,
                  is in full force and effect) and the date to which the rent
                  and other charges are paid in advance, if any, and,]

            (ii)  Acknowledging that there are not, to Tenant's knowledge, any
                  uncured defaults on the part of Landlord hereunder, or
                  specifying such defaults if any are claimed. Any such
                  statement may be conclusively relied upon by any prospective
                  purchaser or encumbrancer of the Premises.

      (b)   Tenant's failure to deliver such statement within such time shall be
            conclusive upon Tenant:

            (i)   That this Lease is in full force and effect, without
                  modification except as may be represented by Landlord;

            (ii)  That there are no uncured defaults in Landlord's performance;
                  and

            (iii) That not more than one month's rent has been paid in advance.

      (c)   If Landlord desires to finance or refinance the Building, or any
            part thereof, Tenant hereby agrees to deliver to any lender
            designated by Landlord such financial statements of Tenant as may be
            reasonably required by such lender. Such statements shall include
            the past three years' financial statements of Tenant. All such
            financial statements shall be received by Landlord in confidence and
            shall be used only for the purposes herein set forth.

17.2  Transfer of Landlord's Interest. In the event of a sale or conveyance by
      Landlord of Landlord's interest in the Premises or the Building other than
      a transfer for security purposes only, Landlord shall be relieved from and
      after the date specified in any notice of such transfer of all obligations
      and liabilities accruing thereafter on the part of Landlord, provided that
      any funds in the hands of Landlord at the time of transfer in which Tenant
      has an interest, shall be delivered to the successor of Landlord. This
      lease shall not be affected by any such sale and Tenant agrees to attorn
      to the purchaser or assignee provided all Landlord's obligations hereunder
      are assumed in writing by the transferee.

17.3  Captions; Attachments; Defined Terms.

      (a)   The captions of the paragraphs of this Lease are for convenience
            only and shall not be deemed to be relevant in resolving any
            question of interpretation or construction of any section of this
            Lease.

      (b)   Exhibits attached hereto, and addendums and schedules initialed by
            the parties, are deemed by attachment to constitute part of this
            Lease and are incorporated herein.

                                       10
<PAGE>

      (c)   The words "Landlord" and "Tenant", as used herein, shall include the
            plural as well as the singular. Words used in neuter gender include
            the masculine and feminine, and words in the masculine and feminine
            gender include the neuter. If there be more than one Landlord or
            Tenant, the obligations hereunder imposed upon Landlord or Tenant
            shall be joint and several; as to a Tenant which consists of husband
            and wife, the obligations shall extend individually to their sole
            and separate property as well as community property. The term
            "Landlord" shall mean only the owner or owners at the time in
            question of the fee title or a Tenant's interest in a ground lease
            of the land underlying the building. The obligations contained in
            this Lease to be performed by Landlord shall be binding on
            Landlord's successors and assigns only during their respective
            periods of ownership.

17.4  Entire Agreement. This instrument along with any exhibits and attachments
      hereto constitutes the entire agreement between Landlord and Tenant
      relative to the Premises and this Agreement and the exhibits and
      attachments may be altered, amended or revoked only by an instrument in
      writing signed by both Landlord and Tenant. Landlord and Tenant agree
      hereby that all prior or contemporaneous oral agreements between and among
      themselves and their agents or representatives relative to the leasing of
      the Premises are merged in or revoked by this Agreement.

17.5  Severability. If any term or provision of this Lease shall, to any extent,
      be determined by a court of competent jurisdiction to be invalid or
      unenforceable, the remainder of this Lease shall not be affected thereby,
      and each term and provision of this Lease shall be valid and be
      enforceable to the fullest extent permitted by law

17.6  Costs of Suit.

      (a)   If Tenant or Landlord shall bring any action for any relief against
            the other, declaratory or otherwise, arising out of this Lease,
            including any suit by Landlord for the recovery of rent or
            possession of the Premises, the losing party shall pay the
            successful party a reasonable sum for attorneys' fees which shall be
            deemed to have accrued on the commencement of such action and shall
            be paid whether or not such action is prosecuted to judgment.

      (b)   Should Landlord, without fault on Landlord's part, be made a party
            to any litigation instituted by Tenant or by any third party against
            Tenant, or by or against any person holding under or using the
            Premises by license of Tenant, or for the foreclosure of any lien
            for labor or material furnished to or for Tenant or any such other
            person or otherwise arising out of or resulting from any act or
            transaction of Tenant or of any such person, Tenant covenants to
            save and hold Landlord harmless from any judgment rendered against
            Landlord or the Premises or any part thereof, and all costs and
            expenses, including reasonable attorney's fees, incurred by Landlord
            in or in connection with such litigation.

17.7  Time; Joint and Several Liability. Time is of the essence of this Lease
      and each and every provision hereof, except as to the conditions relating
      to the delivery of possession of the Premises to Tenant. All the terms,
      covenants and conditions contained in this Lease to be performed by either
      party, if such party shall consist of more than one person or
      organization, shall be deemed to be joint and several, and all rights and
      remedies of the parties shall be cumulative and nonexclusive of any other
      remedy at law or in equity.

17.8  Binding Effect; Choice of Law. The parties hereto agree that all
      provisions hereof are to be construed as both covenants and conditions as
      though the words importing such covenants and conditions were used in each
      separate paragraph hereof. Subject to any provisions hereof restricting
      assignment or subletting by Tenant and subject to Section 17.2, all of the
      provisions hereof shall bind and inure to the benefits of the parties
      hereto and their respective heirs, legal representatives, successors and
      assigns. This Lease shall be governed by the laws of the State of
      California.

17.9  Waiver. No covenant, term or condition or breach thereof shall be deemed
      waived, except by written consent of the party against whom the waiver is
      claimed, and any waiver or breach of any covenant, term or condition shall
      not be deemed to be a waiver of any preceding or succeeding breach of the
      same or any other covenant, term or condition. Acceptance by Landlord of
      any performance by Tenant after the same shall have become due shall not
      constitute a waiver by Landlord of the breach or default of any covenant,
      term or condition unless otherwise expressly agreed to by Landlord in
      writing.

17.10 Parking. Tenant is entitled to 9 exclusive parking spaces to be located
      along the south side of the parking lot. Tenant shall be responsible for
      marking and policing said spaces including towing. Signage shall be
      subject to Landlord's approval which is not to be unreasonably withheld.

17.11 Surrender of Premises. The voluntary or other surrender of this Lease by
      Tenant, or a mutual cancellation thereof, shall not work a merger, and
      shall, at the option of the Landlord, terminate all or any existing
      subleases or subtenancies, or may, at the option of the Landlord, operate
      as an assignment to it of any such subleases or subtenancies.

17.12 Holding Over. If Tenant remains in possession of all or any part of the
      Premises after the expiration of the term hereof, with or without the
      express or implied consent of the Landlord, such tenancy shall

                                       11
<PAGE>

      be from month to month only and not a renewal hereof or any extension for
      any further term, and in such case, rent and other monetary sums due
      hereunder shall be payable in the amount and at the time specified in this
      Lease and such month to month tenancy shall be subject to every other
      term, covenant and agreement contained herein.

17.13 Signs.

      (a)   Tenant shall not place or permit to be placed in or upon the
            Premises, where visible from outside Premises, or outside the
            Premises or any part of the Building any signs, notices, drapes,
            shutters, blinds, or displays of any type without the prior written
            consent of Landlord, which shall not be unreasonably withheld..

      (b)   Landlord reserves the right in Landlord's sole discretion to place
            and locate on the roof, exterior of the Building, and in any area of
            the Building not leased to Tenant such signs, notices, displays and
            similar items as Landlord deems appropriate in the proper operation
            of the Building.

17.14 Interest on Past Due Obligations. Except as Expressly provided, any amount
      due to Landlord not paid when due shall bear interest at ten percent (10%)
      per annum from the due date. Payment of such interest shall not excuse or
      cure any default by Tenant under this Lease.

17.15 Rules and Regulations; Notice.

      (a)   Tenant and Tenant's agents, servants, employees, visitors and
            licensees shall observe and comply fully and faithfully with all
            reasonable and non-discriminatory rules and regulations adopted by
            Landlord for the care, protection, cleanliness and operation of the
            Building and its Tenants including those annexed to this Lease as
            Exhibit B and any modification or addition thereto adopted by
            Landlord, provided Landlord shall give written notice thereof to
            Tenant. Landlord shall not be responsible to Tenant for the
            non-performance by any other tenant or occupant of the Building of
            any of said rules and regulations.

17.16 Notices. All notices or demands of any kind required or desired to be
      given by Landlord or Tenant hereunder shall be in writing and shall be
      deemed delivered forty-eight (48) hours after depositing the notice or
      demand in the United States mail, certified or registers, postage prepaid,
      addressed to the Landlord or Tenant respectively at the addresses set
      forth after their signature at the and of this Lease.

17.17 Corporate Authority. If Tenant is a corporation, each individual executing
      this Lease on behalf of said corporation represents and warrants that he
      is duly authorized to execute and deliver this Lease on behalf of said
      corporation, and that this Lease, is binding upon said corporation in
      accordance with its terms. If Tenant is a corporation Tenant shall, within
      thirty (30) days after execution of this Lease, deliver to Landlord a
      certified copy of a resolution of the Board of Directors of said
      corporation authorizing or ratifying the execution of this Lease.

17.18 Security Locks and Alarms. Tenant shall be allowed to install normal
      Banking Security.

                                       12
<PAGE>

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the date and
year first written above.

Landlord:  Southport Land & Commercial   Tenant:  North Valley Bank a California
           Company, Inc.                          Corporation



By: /s/ [ILLEGIBLE]                      By: /s/ [ILLEGIBLE]
    ----------------------------------       ----------------------------------
    President

Address:  155 Montgomery St. #504        Address:
          San Francisco, CA  94104

(If Landlord or Tenant is a corporation, the corporation seal must be affixed
and the authorized officers must sign on behalf of the corporation. The Lease
must be executed by the President or a Vice President and the Secretary or
Assistant Secretary unless the Bylaws or a Resolution of the Board of Directors
shall otherwise provide, in which event the Bylaws or a certified copy of the
Resolution, as the case may be, must be furnished.)

THIS LEASE HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY WHO WILL REVISE THE
DOCUMENT AND ASSIST YOU TO DETERMINE WHETHER YOUR LEGAL RIGHTS ARE ADEQUATELY
PROTECTED.

                                       13
<PAGE>

                                   EXHIBIT "A"
                             101 NORTH STATE STREET
                                     SUITE A
                                UKIAH, CALIFORNIA



                                [GRAPHIC OMITTED]
<PAGE>

                                    EXHIBIT B
           RULES AND REGULATIONS THAT CONSTITUTE A PART OF THE LEASE

1.    The sidewalks, entrances, passages, courts, elevators, vestibules,
      stairways, corridors or halls shall not be obstructed or used for any
      purpose other than ingress and egress.

2.    No awnings or any other projection shall be attached to the outside walls
      of the Building. No curtains, blinds, shades or screens shall be attached
      to or hung in, or used in connection with, any window or door of the
      Premises other than the Landlords' standard window coverings. All electric
      ceiling fixtures hung in offices or spaces along the perimeter of the
      Building must be fluorescent, of a quality, type, design and bulb color
      approved by Landlord. Neither the interior nor exterior of any windows
      shall be coated, nor otherwise sun screened, without the written consent
      of the Landlord.

3.    No sign, advertisement or notice shall be exhibited, painted or affixed by
      any Tenant on any part of the Premises or the Building, without the prior
      written consent of the Landlord, which shall not be unreasonably withheld.
      In the event of the violation of the foregoing by any Tenant, Landlord may
      remove same without any liability, and may charge the expense incurred in
      such removal to the Tenant violating this rule. Interior signs on doors
      and directory tablet shall be inscribed, painted or affixed for each
      Tenant by the Landlord at the expense of such Tenant, and shall be of a
      size, color, and style acceptable to the Landlord. The directory tablet
      will be provided exclusively for the display of the name and location of
      Tenants only, and Landlord reserves the right to reasonably exclude any
      names therefrom. Nothing may be placed on the exterior or corridor walls
      or corridor doors other than the Landlord's standard lettering.

4.    The sashes, sash doors, skylights, windows, and doors that reflect or
      admit light and air into halls, passageways or other public places in the
      Building shall not be covered or obstructed by any Tenant, nor shall any
      bottles, parcel or other articles be placed on window sills.

5.    The water wash closets and other plumbing fixtures shall not be used for
      any purpose other than those for which they were constructed, and no
      sweepings, rubbish, rags or other substances shall be borne by the Tenant
      who, or whose servants, employees, agents, visitors, or licensees, shall
      have caused the same.

6.    No Tenant shall mark, paint, drill into, or in any way deface any part of
      the Premises of the Building. No boring, cutting or stringing of wires or
      laying of linoleum or other similar floor coverings shall be permitted,
      except with the prior written consent of the Landlord and as the Landlord
      may direct which shall not be unreasonably withheld.

7.    No bicycles, vehicles, birds, or animals of any kind shall be brought into
      or kept in or about the Premises, and no cooking except by microwave oven,
      shall be done or permitted by any Tenant on the Premises, except that in
      the preparation of coffee, tea, hot chocolate and similar items for
      Tenants and their employees, provided power shall not exceed that amount
      which can be provided by a thirty amp circuit. No Tenant shall cause any
      unusual or objectionable odors to be produced or permeate the Premises.

8.    The Premises shall not be used for manufacturing or for the storage of
      merchandise except as such storage may be incidental to the use of the
      Premises for general office purposes. The Premises shall not be used for
      lodging or sleeping or for any immoral or illegal purpose.

9.    No Tenant shall make, or permit to be made, any unseemly or disturbing
      noises or disturb or interfere with occupants of this or neighboring
      buildings or premises or those having business with them, whether by the
      use of any musical instrument, radio, phonograph, unusual noise or any
      other way. No Tenant shall throw anything out of doors, windows or
      skylights or down the passageways. Tenant shall not use, keep or permit to
      be used or kept any foul or noxious gas or substance in the Premises, or
      permit or suffer the premises to be occupied or used in a

                                       14
<PAGE>

      manner offensive or objectionable to the Landlord or other occupant of the
      building by reason of odors or interfere in any way with other tenants or
      those having business therein.

10.   No Tenant, nor any of Tenant's servants, employees, agents, visitors, or
      licensees, shall at any time bring or keep upon the Premises any
      hazardous, toxic, inflammable, combustible or explosive fluid, chemical,
      substance or gas.

11.   No Tenant shall place any additional locks or bolts of any kind upon any
      of the doors or windows, nor shall any changes be made in existing locks
      or the mechanism thereof. Each Tenant must, upon the termination of his
      tenancy, restore to the Landlord all keys of stores, offices, and toilet
      rooms, either furnished to, or otherwise procured by, such Tenant and in
      the event of the loss of any keys so furnished, such tenant shall pay to
      the Landlord the cost of replacing the said keys or of changing the lock
      or locks and the making of keys if the Landlord shall deem it necessary to
      make such change.

12.   All removals, or the carrying in or out of any safes, freight, furniture,
      or bulky matter of any description must take place during the hours that
      the Landlord may determine from time to time. The moving of safes or other
      fixtures or bulky matter of any kind must be made upon previous notice to
      the superintendent of the Building and under his supervision, and the
      persons employed by any Tenant for such work must be acceptable to the
      Landlord. The Landlord reserves the right to inspect all safes, freight or
      other bulky articles to be brought into the Building and to exclude from
      the Building all safes, freight or other bulky articles which violate any
      of these Rules and Regulations or the Lease of which these Rules and
      Regulations are a part. The Landlord reserves the right to prescribe the
      weight and position of all safes, which must be placed upon supports
      approved by Landlord to distribute weight.

13.   No Tenant shall purchase spring water, ice, towel, janitorial or
      maintenance from any company or persons not approved by the Landlord.

14.   Landlord shall have the right to prohibit any advertising by any Tenant
      that, in the Landlord's opinion, tends to impair the reputation of the
      Building or its desirability as an office building. Upon written notice
      from Landlord any Tenant shall refrain from or discontinue such
      advertising.

15.   Any persons employed by any Tenant to do janitorial work, shall, while in
      the Building and outside of the premises, be subject to and under the
      control and direction of the superintendent of the Building (but not as an
      agent or servant of said superintendent or of the Landlord), and Tenant
      shall be responsible for all acts of such persons. No such person shall be
      allowed in the building after regular building hours.

16.   All doors opening onto public corridors shall be kept closed, except when
      in use for ingress and egress.

17.   The requirements of Tenant will be attended to only upon application to
      the office of the building.

18.   Canvassing, soliciting and peddling in the building are prohibited, and
      each Tenant shall cooperate to prevent the same.

19.   All office equipment of any electrical or mechanical nature shall be
      placed by the Tenant in the Premises in settings approved by the Landlord,
      to absorb or prevent any vibration, noise or annoyance.

20.   No air conditioning unit or other similar apparatus shall be installed or
      used by any Tenant, without the written consent of Landlord.

21.   There shall not be used in any space, or in the public halls of the
      Building, either by any Tenant or others, any hand trucks, except those
      equipped with rubber tires and rubber side guards.

22.   Landlord shall have the right, exercisable without notice or without
      liability to any Tenant, to change the name and address of the Building.

                                       15
<PAGE>

                              DISCLOSURE REGARDING
                        REAL ESTATE AGENCY RELATIONSHIPS
                         (As required by the Civil Code)
                                    (Leasing)

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 with to have with the agent in the
transaction.

LESSOR/LANDLORD'S AGENT

      A Lessor/Landlord's agent under a listing agreement with Lessor/Landlord
      acts as the agent for the Lessor/Landlord only. A Lessor/Landlord or a
      subagent of that agent has the following affirmative obligations:
      To the Lessor/Landlord:
            (a)   A Fiduciary duty of utmost care, integrity, honesty, and
                  loyalty in dealings with the Lessor/Landlord.

      To the Lessee/Tenant and the Lessor/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 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.

LESSEE/TENANT'S AGENT

      A leasing agent can, with a Lessee/Tenant's consent, agree to act as agent
      for the Lessee/Tenant only in these situations, the agent is not the
      Lessor/Landlord's agent, even if by agreement the agent may receive
      compensation for services rendered either in full or in part from the
      Lessor/Landlord. An agent acting only for the Lessee/Tenant has only the
      following affirmative obligation.
      To the Lessee/Tenant:
            (a)   A Fiduciary duty of utmost care, integrity, honesty, and
                  loyalty in dealings with the Lessee/Tenant.

      To the Lessee/Tenant and the Lessor/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 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 LESSOR/LANDLORD AND LESSEE/TENANT

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

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

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

The above duties of the agent in a real estate transaction do not relieve a
Lessor/Landlord or a Lessee/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.

Throughout your real property transaction you may receive more than one
disclosure form, depending upon the number of agents assisting in the
transaction. The law requires each agent with whom you have more than a casual
relationship to present you with this disclosure form. You should read its
contents each time it is presented to you, considering the relationship between
you and the real estate agent in your specific transaction.

This disclosure form includes the provisions of article 2.5 (commencing with
Section 2373) of Chapter 2 of Title 9 of Part 4 of Division 3 of the Civil Code,
and a Confirmation of Real Estate Agency Relationships form attached hereto.
Read them carefully.

I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE.


LESSOR LANDLORD/LESSEE TENANT__________________Date__________Time__________AM/PM


LESSOR LANDLORD/LESSEE TENANT__________________Date__________Time__________AM/PM


AGENT__________________________By:_______________________Date___________________
         (Please Print)          (Associate Licensee or
                                    Broker Signature)

A REAL ESTATE BROKER IS QUALIFIED TO ADVISE ON REAL ESTATE. IF YOU DESIRE LEGAL
ADVISE, CONSULT YOUR ATTORNEY.

                                   Page 1 of 5
                                  (Disclosure)
<PAGE>

                              DISCLOSURE REGARDING
                        REAL ESTATE AGENCY RELATIONSHIPS
                         (As required by the Civil Code)
                                     (Sales)

When you enter into a discussion with a real estate agent regarding a real
estate transaction, you should from the outset understand what type if agency
relationship or representation you with to have with the agent in the
transaction.

SELLER'S AGENT

      A Seller's agent under a listing agreement with Seller acts as the agent
      for the Seller only. A Seller's agent or a subagent of that agent has the
      following affirmative obligations:
      To the Seller:
            (a)   A Fiduciary duty of utmost care, integrity, honesty, and
                  loyalty in dealings with the Seller.

      To the Buyer and the Seller:
            (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 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.

BUYER'S AGENT

      A leasing agent can, with a Buyer's consent, agree to act as agent for the
      Buyer only in these situations, the agent is not the Seller's agent, even
      if by agreement the agent may receive compensation for services rendered
      wither in full or in part from the Seller. An agent acting only for the
      Buyer has only the following affirmative obligation.
      To the Buyer:
            (a)   A Fiduciary duty of utmost care, integrity, honesty, and
                  loyalty in dealings with the Buyer.

      To the Buyer and the Seller:
            (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 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 SELLER AND BUYER

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

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

      In representing both Seller and Buyer, the agent may not, without the
      express permission of the respective party, disclose to the other party
      that the Seller will accept a price less than the listing price or that
      the Buyer will pay a price greater than the price offered.

The above duties of the agent in a real estate transaction do not relieve a
Seller or a Buyer 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.

Throughout your real property transaction you may receive more than one
disclosure form, depending upon the number of agents assisting in the
transaction. The law requires each agent with whom you have more than a casual
relationship to present you with this disclosure form. You should read its
contents each time it is presented to you, considering the relationship between
you and the real estate agent in you specific transaction.

This closure form includes the provisions of article 2.5 (commencing with
Section 2373) of Chapter 2 of Title 9 of Part 4 of Division 3 of the Civil Code,
and a Confirmation of Real Estate Agency Relationships form attached hereto.
Read them carefully.


I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE.


BUYER/SELLER___________________________________Date__________Time__________AM/PM


BUYER/SELLER___________________________________Date__________Time__________AM/PM


AGENT__________________________By:_______________________Date___________________
         (Please Print)          (Associate Licensee or
                                    Broker Signature)

A REAL ESTATE BROKER IS QUALIFIED TO ADVISE ON REAL ESTATE. IF YOU DESIRE LEGAL
ADVISE, CONSULT YOUR ATTORNEY.

                                   Page 2 of 5
                                  (Disclosure)
<PAGE>

         CHAPTER 2 OF TITLE 9 OF PART 4 OF DIVISION 3 OF THE CIVIL CODE

Article 25.  Agency Relationships in the Residential Real Property Transactions.

2373     As used in this article the following terms have the following
         meanings:

         (a)   Agent means a person acting under the provisions of this title in
         a real property transaction and includes a person who is licensed as a
         real estate broker under Chapter 3 (commencing with Section 10130) of
         Part 1 of Division 4 of the Business & Professions Code and under whose
         license a listing is executed or an offer to purchase is obtained.

         (b)   Associate licensee means a person who is licensed as a real
         estate broker or salesperson under Chapter 3 (commencing with Section
         10130) of Part 1 of Division 4 of the Business & Professions Code and
         who is either licensed under a broker or has entered into a written
         contract with a broker to act as the broker's agent in connection with
         acts requiring a real estate license and to function under the broker's
         supervision in the capacity of an associate licensee.

         The agent in the real property transaction bears responsibility for his
         or her associate licensees who perform as agents of the agent. When an
         associate licensee owes a duty to any principal, or to any buyer or
         seller who in not a principal, in a real property transaction, that
         duty is equivalent to the duty owed to that party by the broker for
         whom the associate licensee functions.

         (c)   Buyer means a transferee in a real property transaction and
         includes a person who executes an offer to purchase real property from
         a seller through an agent or who seeks the services of an agent in more
         than a casual, transitory, or preliminary manner, with the object of
         entering into a real property transaction. Buyer includes vendee or
         lessee.

         (d)   Dual agent means an agent acting, either directly or through an
         associate licensee, as agent for both the seller and the buyer in a
         real property transaction.

         (e)   Listing agreement means a contract between an owner of real
         property and an agent, by which the agent has been authorized to sell
         the real property or to find or obtain a buyer.

         (f)   Listing agent means a person who has obtained a listing of real
         property to act as an agent for compensation.

         (g)   Listing price is the amount expressed in dollars specified in the
         listing for which the seller is willing to sell real property through
         the listing agent.

         (h)   Offering price is the amount expressed in dollars specified in an
         offer to purchase for which the buyer is willing to buy the real
         property.

         (i)   Offer to purchase means a written contract executed by a buyer
         acting through a selling agent which becomes the contract for the sale
         of the real property upon acceptance by the seller.

         (j)   Real Property means any estate specified by subdivision (1) or
         (2) of Section 761 in property which constitutes or is improved with
         one to four dwelling units, any leasehold in this type of property
         exceeding one year's duration, and mobilehomes, when offered for sale
         or sold through an agent pursuant to the authority contained in Section
         10131.6 of the Business & Professions Code.

         (k)   Real Property transaction means a transaction for the sale of
         real property in which an agent is employed by one or more of the
         principals to act in that transaction, and includes a listing or an
         offer to purchase.

         (l)   Sell, sale, or sold refers to a transaction for the transfer of
         real property from the seller to the buyer, and includes exchanges of
         real property between the seller and buyer, transactions for the
         creation of a real property sales contract within the meaning of
         Section 2965 and transactions for the creation of a leasehold exceeding
         one year's duration.

         (m)   Seller means the transferor in a real property transaction, and
         includes an owner who lists real property with an agent whether or not
         a transfer results, or who receives an offer to purchase real property
         of which he or she is owner from an agent on behalf of another. Seller
         includes both a vendor and a lessor.

         (n)   Selling agent means a listing agent who acts alone, or an agent
         who acts in cooperation with a listing agent and who sells or finds and
         obtains a buyer for the real property, or an agent who locates property
         for a buyer for the property for which no listing exists and presents
         an offer to purchase to the seller.

         (o)   Subagent means a person to whom an agent delegates agency powers
         as provided in Article 5 (commencing with Section of 2349) of Chapter
         1. However, subagent does not include an associate licensee who is
         acting under the supervision of an agent in a real property
         transaction.

2374     Listing agents and selling agents shall provide the seller and buyer in
         a real property transaction with a copy of the disclosure form
         specified in Section 2375, and, except as provided in subdivision (c),
         shall obtain a signed acknowledgment of receipt from that seller and
         buyer, except as provided in this section of Section 2375.5, as
         follows:

         (a)   The listing agent, if any, shall provide the disclosure form to
         the seller prior to entering into the listing agreement.

         (b)   The selling agent shall provide the disclosure form to the seller
         as soon as possible prior to presenting the seller with an offer to
         purchase, unless the selling agent previously provided the seller with
         a copy of the disclosure form pursuant to subdivision (a).

         (c)   Where the selling agent does not deal on a face-to-face basis
         with the seller, the disclosure form prepared by the selling agent may
         be furnished to the seller (and acknowledgment of receipt obtained for
         the selling agent from the seller) by the listing agent, or the selling
         agent may deliver the disclosure form by certified mail addressed to
         the seller at his or her last known address, in which case no signed
         acknowledgment of receipt is required.

         (d)   The selling agent shall provide the disclosure form to the buyer
         as soon as practicable prior to execution of the buyer's offer to
         purchase, except that if the offer to purchase is not prepared by the
         selling agent, the selling agent shall present the disclosure form to
         the buyer not later than the next business day after the selling agent
         receives the offer to purchase from the buyer.

2374.5   In any circumstance in which the seller or buyer refuses to sign an
         acknowledgment of receipt pursuant to Section 2374 the agent, or an
         associate licensee acting for an agent, shall set forth, sign and date
         a written declaration of the facts of the refusal.

                                   Page 3 of 5
                                  (Disclosure)
<PAGE>

2375.5   (a)   As soon as practicable, the selling agent shall disclose to the
         buyer and seller whether the selling agent is acting in the real
         property transaction exclusively as the buyer's agent, exclusively as
         the seller's agent, or as a dual agent representing both the buyer and
         the seller and this relationship shall be confirmed in the contract to
         purchase and sell real property or in a separate writing executed or
         acknowledged by the seller and buyer and the selling agent prior to or
         coinciding with execution of that contract by the buyer and the seller,
         respectively.

         (b)   As soon as practicable, the listing agent shall disclose to the
         seller whether the listing agent is acting in the real property
         transaction exclusively as the seller's agent, or as a dual agent
         representing both the buyer and seller and the relationship shall be
         confirmed in the contract to purchase and sell real property or in a
         separate writing executed or acknowledged by the seller and the listing
         agent prior to or coinciding with the execution of that contract by the
         seller.

         (c)   The confirmation required by subdivisions (a) and (b) shall be in
         the following form:
<TABLE>
<CAPTION>

<S>                    <C>                        <C>                    <C>
_______________________is the agent of (check one) ______________________is the agent of (check one)
(Name of Listing Agent)                            (Name of Selling Agent if not the Listing Agent)

( ) The seller exclusively, or                     ( ) the buyer exclusively, or
( ) both the buyer and the seller.                 ( ) the seller exclusively, or
                                                   ( ) both the buyer and the seller.
</TABLE>

         (d)   The disclosures and confirmation required by this section shall
         be in addition to the disclosure required by Section 2374.

2376     No selling agent in a real property transaction may act as an agent for
         the buyer only when the selling agent is also acting as the listing
         agent in the transaction.

2377     The payment of compensation or the obligation to pay compensation to an
         agent by the seller or buyer is not necessarily determined of a
         particular agency relationship between an agent and the seller or
         buyer. A listing agent and a selling agent may agree to share any
         compensation or commission paid or any right to any compensation or
         commission for which an obligation arises as the result of a real
         estate transaction and the terms of any such agreement shall not
         necessarily be determinative of a particular relationship.

2378     Nothing in this article prevents an agent from selecting as a condition
         of the agent's employment, a specific form of agency relationship not
         specifically prohibited by this article if the requirements of Section
         2374 and Section 2375.5 are complied with.

2379     A dual agent shall not disclose to the buyer that the seller is willing
         to sell the property at a price less than the listing price, without
         the express written consent of the seller. A dual agent shall not
         disclose to the seller that the buyer is willing to pay a price greater
         than the offering price, without the express written consent of the
         buyer.

         This section does not alter in any way the duty or responsibility of a
         dual agent to any principal with respect to confidential information
         other than price.

2380     Nothing in this article precludes a listing agent from also being a
         selling agent, and the combination of these functions in one agent does
         not, of itself, make that agent a dual agent.

2381     A contract between the principal and agent may be modified or altered
         to change the agency relationship at any time before the performance of
         the act which is the object of the agency with the written consent of
         the parties to the agency relationship.

2382     Nothing in this article shall be construed to either diminish the duty
         of disclosure owed buyers and sellers by agents and their associate
         licensees, subagents, and employees from liability for their conduct in
         connection with acts governed by this article or for any breach of a
         fiduciary duty or a duty of disclosure.

                                   Page 4 of 5
                                  (Disclosure)
<PAGE>

                                  CONFIRMATION
                        REAL ESTATE AGENCY RELATIONSHIPS
                         (As required by the Civil Code)

Subject Property Address:     101A NORTH STATE STREET, UKIAH, CALIFORNIA
                         -------------------------------------------------------

The following agency relationship(s) is/are hereby confirmed for this
transaction:

<TABLE>
<CAPTION>

<S>                                                         <C>
Lee Kraemer, Real Estate Broker is the agent of (check one)                                is the agent of (check one)
-------------------------------                             ------------------------------
(Name of Listing Agent)                                    (Name of Leasing Agent if not the Listing Agent)

( ) The Lessor/Landlord exclusively, or                    ( ) the Lessee/Tenant exclusively, or
(X) both the Lessee/Tenant and the Lessor/Landlord.        ( ) the Lessor/Landlord exclusively, or
                                                           ( ) both the Lessee/Tenant and the Lessor/Landlord.
</TABLE>

I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS CONFIRMATION.


Lessor/Landlord_______________Date_______Lessee/Tenant [illegible] Date 11/15/04


Lessor/Landlord_______________Date_______Lessee/Tenant_____________Date_________


Listing Agent: Lee Kraemer, Real Estate Broker  By___________________Date_______


Listing Agent_________________________________  By___________________Date_______

                                   Page 5 of 5
                                  (Disclosure)