LEASE AGREEMENT

                                     BETWEEN

                              JLC CONTRACTING, INC.
                                  (AS LANDLORD)

                                       AND

                             THE YOLO COMMUNITY BANK
                                   (AS TENANT)
<PAGE>

                                 LEASE AGREEMENT

         This Lease Agreement ("Lease"), dated September 30, 2004 for reference
purposes only, is entered into by and between JLC Contracting, Inc., a
California corporation ("Landlord"), and The Yolo Community Bank, a California
corporation ("Tenant").

         Landlord hereby leases, grants, bargains, sells and conveys to Tenant
and Tenant hereby accepts, pursuant to this Lease, as follows:


                                    ARTICLE 1
                           DEFINITIONS AND ATTACHMENTS
                           ---------------------------

         1.1      Basic Data. Each reference in this Lease to any of the
following subjects shall incorporate the data or definition specified below:
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Landlord:                                JLC Contracting, Inc.
--------------------------------------------------------------------------------

Landlord's Address:                      2229 Rockville
                                         Fairfield, CA  94534
--------------------------------------------------------------------------------

Landlord's Phone and Fax Number:         Phone:  707 864 8842

                                         Fax:    707 426 5422
--------------------------------------------------------------------------------

Landlord's Federal ID Number:            68-0366803
--------------------------------------------------------------------------------

Landlord's Managing Agent:               None
--------------------------------------------------------------------------------

Tenant:                                  The Yolo Community Bank
--------------------------------------------------------------------------------

Tenant's Address:                        The Yolo Community Bank
                                         400 Second Street

                                         Woodland, CA  95695

                                         Tenant's Phone Number:   530 668 5800
                                         Tenant's Fax Number:     530 661 3964
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Premises:                                Approximately Three Thousand One
                                         Hundred and Fifty-Seven  (3,157)
                                         square feet of office space located on
                                         the first floor of the building
                                         ("Building") located at 711 Jefferson
                                         Street, Suite A in the City of
                                         Fairfield ("City"), County of Solano
                                         ("County"), State of California
                                         ("State"), as further shown on the
                                         site plan attached hereto as Exhibit
                                         "A" (the "Premises Plan").
--------------------------------------------------------------------------------

Project:                                 The Building located at 711 Jefferson
                                         Street, Suite A, Fairfield, California
                                         and surrounding land.
--------------------------------------------------------------------------------

                                      -1-
<PAGE>

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Permitted Use:                           Operation of a financial institution
                                         and related services, office and
                                         administrative uses, and any other
                                         uses allowed by law (including up to
                                         one (1) automated teller machines
                                         ("ATMs"), night depository, and
                                         related lighting and security systems).
--------------------------------------------------------------------------------

Initial Term:                            An initial period commencing on the
                                         Commencement Date and expiring on the
                                         last day of the Fifth (5th) Lease
                                         Year, subject to extension and earlier
                                         termination as hereafter provided.
--------------------------------------------------------------------------------

Extension Period:                        One (1) Extension Period of Five (5)
                                         years.
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Annual Basic Rental, Lease Years 1                         Rent Schedule
through 5:                                                 -------------

The initial Basic Rental Rate shall be:    Year   Rent/Mo.  Per 3,157 s.f.  Per 506 s.f. C.A.
                                           ----   --------  --------------  -----------------
<S>                                       <C>     <C>          <C>              <C>
$1.75 per month/ 3175 s.f. of Premises
$0.85 per month/506 s.f. of Common Area   1-2005  $5,954.85    $5,524.75        $430.10
                                          2-2006  $5,954.85    $5,524.75        $430.10
with increases at the rate of 3% every    3-2007  $6,133.51    $5,690.50        $443.01
two (2) years according to the Rent       4-2008  $6,133.51    $5,690.50        $443.01
Schedule.                                 5-2009  $6,317.52    $5,861.22        $456.30
--------------------------------------------------------------------------------

<CAPTION>
Extension Period Annual Basic Rental,                      Rent Schedule
Lease Years 6 through 10:                                  -------------

with increases at the rate of 2-1/2%       Year   Rent/Mo.  Per 3,157 s.f.  Per 506 s.f. C.A.
per year according to the Rent Schedule    ----   --------  --------------  -----------------
<S>                                       <C>     <C>          <C>              <C>
                                          6-2010  $6,475.46    $6,007.75        $467.71
                                          7-2011  $6,637.36    $6,157.95        $479.41
                                          8-2012  $6,803.30    $6,311.90        $491.40
                                          9-2013  $6,973.39    $6,469.70        $503.69
                                          10-2014 $7,147.74    $6,631.45        $516.29
--------------------------------------------------------------------------------
</TABLE>

Landlord's Cash Allowance:               $33,000.00
--------------------------------------------------------------------------------

Tenant's Proportionate Share:            N/A.
--------------------------------------------------------------------------------

Scheduled Plan Submission Dates:         Landlord has, prior to the Effective
                                         Date, provided Tenant with copies of
                                         Landlord's Final Construction Drawings:
--------------------------------------------------------------------------------

Time Estimated for Completion of         Sixty (60) days after completion of
Tenant's Work:                           Landlord's Work, as set forth herein.
                                         Target completion date for Tenant's
                                         Work is March 1, 2005
--------------------------------------------------------------------------------

Scheduled Delivery Date:                 January 1, 2005.
--------------------------------------------------------------------------------

Brokers:                                 Landlord represented by:  None

                                         Tenant represented by:   None

                                         Commission to both brokers to be paid
                                         100% by Landlord.
--------------------------------------------------------------------------------

         1.2      Defined Terms. As used herein, the following terms shall have
the meanings specified below:

                                      -2-
<PAGE>

                  (a)      "Additional Insurance" has the meaning set forth in
Section 12.5(c).

                  (b)      "Building" means the building in the Project in which
the Premises are located.

                  (c)      "Common Areas" means those retail areas and
facilities which may be furnished by Landlord in the Project for the common use
of Landlord, tenants and other occupants of the Project and others entitled
thereto, their officers, agents and employees, including, without limitation,
all truckways, driveways, loading docks, delivery passages, sidewalks,
corridors, landscaped and planted areas, retaining walls, stairways, elevators,
rest rooms, lobby and other similar areas, facilities or improvements, if any.

                  (d)      "Effective Date" shall have the meaning set forth in
Section 18.8.

                  (e)      "Inspection Period" means the period beginning on
the Premises Delivery Date and ending sixty (60) business days thereafter;

                  (f)      "Interest Rate" means the lesser of ten percent (l0%)
per annum or the highest interest rate allowed by Law.

                  (g)      "Landlord's Work" has the meaning set forth in
Section 8.1.

                  (h)      "Landlord's Delay" means any actual delay in the
completion of the Tenant's Work which is due to any act or omission of
Landlord, its agents or contractors, including, without limitation: (1) delay in
the giving of authorizations or approvals by Landlord within the time limits set
forth in the Lease; (2) delay attributable to the acts or failures to act of
Landlord, where such acts or failures to act actually and materially delay the
completion of the Tenant's Work; (3) delay attributable to the interference of
Landlord, its agents or contractors with the completion of the Tenant's Work;
(4) delay attributable to the failure of Landlord to pay, when due, any amounts
required to be paid by Landlord pursuant to the Lease; (5) delay attributable to
Landlord's failure to have substantially completed the Landlord's Work and
delivered the Premises as required under the Lease, or to have provided Tenant
with incomplete or inaccurate Building plans; and (6) delay attributable to
Landlord's failure to provide Tenant or Tenant's contractors with access to the
Premises (and parking lot areas) necessary to allow Tenant to complete the
construction of the Tenant Improvements within the Construction Period. No
Landlord Delay shall be deemed to have occurred unless and until Tenant has
given written notice to Landlord specifying the action or inaction which Tenant
contends constitutes a Landlord Delay. If such action or inaction is not cured
with one (1) business day after Landlord's receipt of such notice, then a
Landlord Delay, as set forth in such notice, shall be deemed to have occurred
commencing as of the date Landlord received such notice and continuing for the
number of days the substantial completion of the Tenant Improvements was, in
fact, delayed as a result of such action or inaction.

                  (i)      "Law(s)" means all present and future federal, state,
and local statutes, common law, ordinances, regulations, orders, and other
requirements of governmental authorities, including without limitation building
codes and the Americans with Disabilities Act.

                  (j)      "Lease Year" shall have the following meaning: the
first "Lease Year" shall mean that period commencing on the Commencement Date
and ending on the following December 31st (unless such period is less than five
(5) months, in which case the first Lease Year shall end on the December 31st of
the first full calendar year succeeding the Commencement Date). Thereafter,
"Lease Year" shall mean each successive twelve (12) month period during the
Term.

                  (k)      "Memorandum of Lease" shall have the meaning ascribed
to that term in Section 18.6.

                  (l)      "Normal Business Hours" means those hours and days
during which the business in the Premises may elect to be open for business to
the public. As of the date of this Lease, Normal Business Hours are, to the
extent permitted by applicable Law, 8:00 a.m. to 6:00 p.m., Mondays through
Saturdays, (national, state and local holidays excluded) and such additional
hours as Tenant may elect.

                                      -3-
<PAGE>

                  (m)      "Permit Contingency Period" means that period
beginning on the date which Tenant files its application with the City of
Fairfield for approval of its Permits and ending on the Two Hundred Tenth
(210th) day thereafter, during which Tenant shall attempt to obtain the Permits.

                  (n)      "Permits" are any and all governmental licenses,
approvals, permits and other determinations, including, without limitation, sign
permits, required for the completion of Tenant's Work and the conduct of the
Permitted Use on the Premises, including, but not limited to, a zoning change,
variance, use permit, environmental law compliance, utility connection permit,
sign approval, and building permit, all for the operation of a financial
institution as shown on Tenant's plans. No such license, approval or other
determination shall be treated as a Permit under this Lease unless the same
shall have been validly issued on terms and conditions acceptable to Tenant and
all applicable appeal or review periods for such approval have expired without
the filing of an appeal or request for review including without limitation by
any ballot initiative or judicial action (hereinafter "Appeal"), or if an Appeal
has been filed or occurs, that the Appeal has been resolved on terms
satisfactory to Tenant in its reasonable discretion.

                  (o)      "Personalty" means Tenant's trade fixtures,
furniture, equipment, signs, and any items identifying Tenant's business or
Tenant's proprietary marks, inventory and other personal property located in or
on the Premises (including, but not limited to, the ATMs, night depository and
vault).

                  (p)      "Premises Delivery Date" means the date on which
Landlord delivers possession of the Premises to Tenant and the Premises are
available to Tenant to commence Tenant's Work, provided that such date shall be
no earlier than sixty (60) days after Tenant's receipt of Landlord's notice that
Landlord's Work in the Premises is Substantially Complete (with such actually
being the case), including the Substantial Completion of all exterior
improvements to the Project described in the plans referenced in Exhibit "B".

                  (q)      "Rental" has the meaning set forth in Section 5.1.

                  (r)      "Substantially Complete" or "Substantially Completed"
means all of Landlord's Work is complete except for minor punch list items,
provided such other work will not (i) impede the completion of Tenant's Work or
preclude Tenant from obtaining any Permit or governmental approval that it needs
to open for business or otherwise operate its business at the Premises,
including without limitation a certificate of occupancy, (ii) have a total cost
in excess of five percent (5%) of the total costs of Landlord's Work, and (iii)
take longer than fifteen (15) days to complete.

                  (s)      "Taxes" has the meaning set forth in Section 6.2.

                  (t)      "Tenant Improvements" mean all interior structures
and Personalty located on the Premises, including the ATMs and all
identification, advertising and media required by Tenant to be located on the
Premises for the operation of its business.

                  (u)      "Tenant Initial Improvements" mean all Tenant
Improvements constructed prior to the Commencement Date.

                  (v)      "Tenant's Work" has the meaning set forth in Section
8.2.

                  (w)      "Term" means the Initial Term and, after exercise of
Tenant's renewal option(s), the Extension Period(s).

                  (x)      "Unavoidable Delay" has the meaning set forth in
Section 18.12.

         1.3      Attachments. The following documents attached hereto or
delivered separately to Tenant, as well as all drawings and documents prepared
pursuant thereto, are hereby made a part hereof:

         Exhibit "A"       Plan of Premises

         Exhibit "A-1"     Project Legal Description

                                      -4-
<PAGE>

         Exhibit "B"       Description of Landlord's Work

         Exhibit "C"       Description of Tenant's Work

         Exhibit "D"       Form of Declaration of Commencement Date

         Exhibit "E"       Insurance Coverage

         Exhibit "F"       Signage Renderings

         Exhibit "G"       Form of Subordination, Non-Disturbance and Attornment
                           Agreement

         Exhibit "H"       Form of Memorandum of Lease

         Exhibit "I"       Interim Parking Agreement.

                                    ARTICLE 2
                                    PREMISES
                                    --------

         2.1      Demise. Landlord hereby leases to Tenant, and Tenant hereby
leases from Landlord, the Premises and hereby grants to Tenant, its customers,
guests, invitees, employees, agents and licensees for use twenty-four (24) hours
a day, seven (7) days a week, all non-exclusive easements, rights and privileges
appurtenant thereto, including the right to use the "Common Areas" as specified
more fully below for the Term and at the Rental hereinafter described.

         2.2      Landlord's Representation Regarding the Condition of Premises.
Landlord, to its actual knowledge, represents to Tenant that as of the Premises
Delivery Date, the Premises and the Project, shall be in compliance with all
applicable Law, including, but not limited to, environmental laws and
regulations pertaining to hazardous materials, zoning (including, without
limitation, as to the use permitted hereunder, and the American with
Disabilities Act), and that any HVAC, electrical, plumbing or any other systems
currently existing in or serving the Premises, shall be in good working order,
and in compliance with applicable law, and any HVAC, electrical, plumbing or any
other systems to be upgraded, installed in or to serve the Premises by Landlord
shall be new and, in either case, shall be of the capacity specified in Exhibit
"B" and that Landlord prior to the Premises Delivery Date shall remove from the
Premises and any area in which Tenant's work may be performed, any hazardous
materials or installations, including, without limitation, all asbestos. The
foregoing representation shall not apply to any installation or repair to be
undertaken by Tenant in accordance with the terms of this Lease and Tenant shall
be responsible under the American with Disabilities Act for all "requirements"
within the Premises. On or before the Premises Delivery Date, Landlord shall
deliver to Tenant, if available, a certificate from the local building permit
authority confirming that the Premises is free from all asbestos.

         2.3      Landlord Providing Information. Landlord acknowledges that it
has provided Tenant with a legible copy of Landlord's most recent title policy
for the premises and the Project, if available, or if not a current preliminary
report for the Premises and the Project, and, a copy of the current paid tax
bill, and an engineered land survey, whether they are applicable solely to the
Premises and the Project or to a larger parcel of which the Premises and the
Project are a part. Landlord has also provided Tenant with any other information
concerning the Premises and the Project as Tenant may reasonably request,
including, without limitation, any available "as-built" plans describing the
Premises and the mechanical systems contained therein; a current, preliminary
drawing accurately showing dimensions of the proposed location of the Premises
(and service areas) and existing and proposed improvements for the remainder of
the Project; a floor plan for the Premises showing the demising walls and
location of all columns and other structural elements within the Premises; a
copy of Landlord's most recent environmental and soils reports; and complete
information regarding existing and proposed grades and the locations, sizes,
elevations, flow lines and pressures, as applicable, for all utility mains which
are to be extended to serve the Premises.

         2.4      Conditions to Lease. This Lease is expressly conditioned upon
satisfaction or waiver by Tenant of each of the following conditions within the
time limits set forth:

                                      -5-
<PAGE>

                  (a)      Landlord shall be able to obtain or have issued to
Tenant (at Landlord's sole cost), the Title Policy upon the recordation of the
Memorandum showing the leasehold title to the Premises vested solely in Tenant;

                  (b)      Inspection of the Premises by Tenant and its agents
within the Inspection Period to verify that (i) the Premises shall contain not
less than the square footage set forth in Section 1.1; (ii) the Premises shall
not contain Hazardous Materials, and (iii) the Premises are suitable in all
respects for Tenant's purposes;

                  (c)      Within the Permit Contingency Period, Tenant shall at
its expense, procure any and all Permits. Landlord agrees and represents to
Tenant that Tenant will not be prevented from obtaining (or complying with) any
Permits as the result of Landlord's acts or omissions;

                  (d)      Within the Inspection Period, receipt by Tenant of
evidence reasonably satisfactory to Tenant that Landlord has received a building
permit to complete Landlord's Work, as described in Exhibit "B", attached
hereto;

                  (e)      Within the Inspection Period, receipt by Tenant of
any Non-Disturbance Agreement, as required by Section 15.3;

         Tenant will use reasonable efforts and due diligence to satisfy the
conditions set forth in this Section 2.4. Tenant will notify Landlord promptly
upon waiver or satisfaction of each of the conditions set forth in this Section
2.4. Except as otherwise stated in Section 2.5, if within ten (10) days after
the expiration of the applicable time period Tenant does not terminate this
Lease by written notice to Landlord the conditions shall be deemed waived.
Landlord hereby grants to Tenant, its agents, employees, contractors, and
representatives the right to enter the Premises during normal business hours for
the purpose of conducting its due diligence investigation and verifying the
square footage of the Premises, as set forth above, provided that such
activities do not materially interfere with the performance of Landlord's Work.

         2.5      Notice of Inspection Results. Within the Inspection Period,
and provided Tenant has not elected to terminate the Lease, Tenant shall notify
Landlord of the results of any inspections performed by Tenant. This notice
shall include a statement of objections ("Objections"), if any, and actions
Landlord is requested to correct or cure the same regarding: (a) title and
access to the Premises; (b) the soil condition of the Premises; and (c) any
other conditions related to the Premises. All monetary liens or encumbrances
against title to the Premises ("Monetary Liens") shall be deemed to be included
in Objections timely delivered to Landlord and Landlord shall remove the same
from title for the Premises or obtain a Non Disturbance Agreement for said
Monetary Liens on or prior to the time Tenant records its Memorandum provided,
however, that Monetary Liens shall not include nondelinquent taxes and
assessments. Any notice to Landlord containing objections, but not expressly
stating that it is a termination notice from Tenant, shall not cancel this Lease
and Landlord shall respond to any objections in the manner set forth in Section
2.6.

         2.6      Correcting Objections. Within ten (10) days subsequent to the
date Tenant provides Landlord with any notice pursuant to Section 2.5 of the
results of any inspections performed by Tenant, Landlord shall deliver to Tenant
a notice ("Corrective Action Notice") specifying either that (a) Landlord will
perform all or part of the corrective action requested by Tenant or (b) Landlord
will not perform all or part of the corrective action requested by Tenant. If
Landlord does not, within the foregoing time period, deliver a written
commitment to Tenant to take all of the corrective action requested by Tenant or
fails to completely correct or cure any objection Landlord has agreed to correct
or cure prior to the expiration of the Inspection Period, Tenant may terminate
this Lease by delivering a written termination notice to Landlord within the
later of (i) ten (10) days following Tenant's receipt of the Corrective Action
Notice or (ii) the expiration of the Inspection Period.

                                    ARTICLE 3
                                      TERM

         3.1      Commencement Date. The Commencement Date shall be the earlier
to occur of the following: (i) the day on which Tenant commences its normal
business operations from the Premises, or (ii) that day which is sixty (60) days
after the later of (a) the Premises Delivery Date or (b) the date on which
Tenant obtains

                                      -6-
<PAGE>

its Permits required for the completion of the Tenant's Work ("Tenant's
Construction Period"), which Tenant's Construction Period shall be extended one
(1) day for each day Tenant's construction of the Tenant's Work is delayed by
Landlord Delays. Landlord and Tenant hereby agree to execute a Declaration of
Commencement Date, in the form attached hereto as Exhibit "D", to confirm the
Commencement Date, the Term, the number of rentable square feet in the Premises
and the other matters listed thereon. Failure to execute said Declaration of
Commencement Date shall not affect the commencement or expiration of the Term.
Notwithstanding the foregoing in no event shall the Commencement Date occur
until (a) Landlord has duly executed and acknowledged and delivered to Tenant
(i) the Memorandum of Lease required by Section 18.6, and (ii) any Non
Disturbance Agreement(s) as required by Section 15.2.

         3.2      Option To Extend Term. Tenant shall have the right to extend
the Term for the Extension Period specified in Section 1.1, provided no Event of
Default (after the appropriate notice and cure provisions provided herein) shall
have occurred and be continuing on the date Tenant provides Landlord notice
that it is exercising Tenant's option for the Extension Period or on the date
that the applicable option would take effect. Tenant's election to extend the
Term shall be deemed to have been made for Extension Period unless Tenant has
provided written notice to Landlord of its election not to exercise said option
at least one hundred eighty (180) days prior to the expiration of the Initial
Term. In the event that the Term shall be extended as provided hereunder, the
Extension Period shall be upon the same terms and conditions as are in effect
under this Lease immediately preceding the commencement of the Extended Term,
except that the Annual Basic Rental due from Tenant shall be increased as
provided in Section 1.1 and Section 5.2.

         3.3      Termination.

                  (a)      This Lease shall terminate on the scheduled
expiration of the Term, which is not event shall be beyond the last extension
period as stated in Section 1.1. Upon the expiration of the Term, Tenant hereby
waives all rights to, any notice to terminate, vacate or quit the Premises.

                  (b)      In the event Tenant, within the Permit Contingency
Period, is unable, despite its reasonable efforts, to obtain all Permits, Tenant
shall have the unilateral right and option to terminate this Lease by written
notice to Landlord delivered on or before that date specified in Section 2.4.
provided that Tenant shall have applied for all Permits on or before that date
which is ninety (90) days after Landlord's delivery to Tenant of construction
drawings for Landlord's Work.

                  (c)      If the Premises Delivery Date does not occur within
sixty (60) days after the Scheduled Delivery Date, Tenant may elect to cancel
this Lease by giving thirty (30) days prior written notice of such election to
Landlord within fifteen (15) days after the expiration of the above referenced
sixty (60) day period. In the event Tenant exercises its right to terminate this
Lease as provided under the foregoing sentence, Landlord shall reimburse Tenant
for all reasonable out of pocket costs incurred by Tenant prior to the date
Tenant terminates the Lease ("Termination Fee") on or before that date which is
thirty (30) days after receipt of Tenant's notice of termination; provided,
however, that if Landlord is able to cause the Premises Delivery Date to occur
within thirty (30) days of its receipt of termination notice given pursuant to
this provision of the Lease, any such Tenant termination notice shall be deemed
to be rescinded and of no further effect.

                  (d)      Upon termination of this Lease in accordance with
Section 2.4 and/or, in the event of termination by Tenant under subparagraph (c)
above, and the payment by Landlord of the Termination Fee, neither Landlord nor
Tenant shall have any further obligations or liability under this Lease (other
than with respect to those obligations or liabilities which this Lease expressly
provides survive such termination).

         3.4      Holding Over. Any holding over by Tenant after the expiration
of the Term with the consent of Landlord shall be on a month-to-month basis,
terminable by either party on thirty (30) days notice, and shall be at the
Annual Basic Rental specified herein (prorated on a monthly basis), provided
the Annual Basic Rental shall be increased monthly, rather than annually, for
the first month after the expiration of the Term by ten percent (10%) and for
each month thereafter by the Percentage Increase (which is the Consumer Price
Index effective as of the first day of the calendar month prior to the month for
which the calculation is being made) and shall otherwise be on the terms and
conditions set forth herein, so far as applicable. Any holding over without the
consent of Landlord shall be treated as a tenancy at sufferance at one hundred
and twenty-five percent (125%) of the Annual Basic

                                      -7-
<PAGE>

Rental specified herein (prorated on a daily basis) and shall otherwise be on
the terms and conditions set forth herein, so far as applicable.

                                    ARTICLE 4
                                       USE
                                       ---

         4.1      Permitted Use. The Premises may be used for the Permitted Use
and, subject to Landlord's approval, which approval shall not be unreasonably
withheld, conditioned, or delayed, any other lawful retail use provided that
such other use is not precluded by the REA or another tenant exclusive then in
effect. Nothing contained herein shall constitute a covenant of continuous
operations by Tenant and Tenant shall have the right to cease operation of its
business at any time.

         4.2      Exclusive Use. Provided that Tenant has not ceased the conduct
of the Permitted Use specified in Section 4.1, for a period longer than one
hundred eighty (180) days, excluding discontinuances due to events of damage or
destruction or due to interruption or discontinuance of service and utilities to
the Premises, or Landlord's failure to perform its obligations under this Lease
("Exempted Discontinuances"), Tenant shall have the exclusive right within the
Project except for providing banking, lending or other financial services and
ATMs, and Landlord shall not enter into a lease or other agreement that would
permit the tenancy or occupancy of any portion of the Project (excluding the
Premises) for any use in violation of the above specified restrictions; provided
that the restrictions of this Section 4.2 shall not apply to any existing
mortgage lender located in the Building or to the possible location of an Edward
Jones office in the building owned by Landlord located at 720 Texas Street,
Fairfield, California. In the event a violation of any of the covenants set
forth in this Section 4.2 continues for more than thirty (30) days after notice
thereof from Tenant to Landlord, then in addition to any other right or remedy
it may have as a result of violation of the covenants, Tenant may terminate this
Lease upon sixty (60) days written notice to Landlord, unless Landlord is
diligently pursuing a cure, or as a result of a judicial decision it is
determined that such exclusive is unenforceable. Tenant's exclusive rights set
forth herein shall be included in the Memorandum of Lease. With respect to the
Project only the foregoing exclusive or use restriction shall, if Landlord is a
corporation, limited liability company or other entity, apply to all activities
of officers, directors, members, subsidiaries and Affiliates of Landlord and
shall, if Landlord is a partnership, apply to all activities of general partners
of Landlord. Tenant may enforce this covenant by a mandatory or prohibitory
injunction obtained in the event of a breach of Landlord's obligations
hereunder.

                                    ARTICLE 5
                                     RENTAL
                                     ------

         5.1      Rentals Payable; Net Rental. Commencing on the Commencement
Date and continuing throughout the Term, Tenant agrees to pay to Landlord as
rental ("Rental") for the Premises, the following:

                  (a)      an annual sum equal to the Annual Basic Rental; plus

                  (b)      all additional sums, charges or amounts of whatever
nature to be paid by Tenant to Landlord under this Lease, whether or not such
sums, charges or amounts are referred to as additional rental ("Additional
Rental").

         5.2      Annual Basic Rental; Rental During Extended Term. Annual Basic
Rental in the amount provided under Section 1.1 shall be payable in equal
monthly installments of one-twelfth (1/12th) of such annual sum, in advance, on
the first day of each full calendar month during the Term, the first such
payment to include also any prorated Annual Basic Rental for the period from the
Commencement Date to the first day of the first full calendar month in the
Term.

         5.3      Delinquent Rental. Tenant shall pay all Rental when due and
payable, without any setoff, deduction or prior demand therefor whatsoever
(except as otherwise expressly provided herein). If any payment of Rental is not
made within ten (l0) business days after receipt of written notice from Landlord
that the same is delinquent there shall be added thereto, as Additional Rental
to compensate Landlord for the inconvenience, administrative burden and expense
created hereby, an amount equal to five percent (5%) of the amount due, making
the total Rental due, including the Additional Rental, one hundred five percent
(105%) of the Rental that would

                                      -8-
<PAGE>

otherwise be due. Such late charges on overdue Rental shall be in addition to,
and not in limitation of, Landlord's other rights and remedies in the event of
such late payment.

                                    ARTICLE 6
                                      TAXES
                                      -----

         6.1      Taxes. Landlord shall pay, prior to delinquency, all general
real estate taxes and installments of special assessments coming due during the
Lease term on the Premises, and all personal property taxes with respect to
Landlord's personal property, if any, on the Premises. Tenant shall be
responsible for paying all personal property taxes with respect to Tenant's
personal property at the Premises.

                                    ARTICLE 7
                                  COMMON AREAS
                                  ------------

         7.1      Use of Common Areas. Landlord grants to Tenant and its agents,
employees and (where such areas are open to the public) its customers, a
non-exclusive license to use in common with others entitled thereto during the
Term, the Common Areas, subject to the exclusive control and management thereof
at all times by Landlord and subject to the right of Landlord to designate and
change from time to time the portions so to be used. Tenant's use of the Common
Areas will include a license, coupled with an interest, to use the lobby area of
the Building (containing approximately 506 square feet of floor space) for
walk-up access to Tenant's ATMs and night depository to be located in the
exterior wall of the Premises within the lobby area and for the installation of
such security systems and lighting as required by applicable laws regarding
ATMs. A portion of Tenant's Basic Rent as indicated in the Rent Schedule in
Section 1.1 is allocated as payment for such usage right.

         7.2      Management and Operation of Common Areas. Landlord will, at
Landlord's sole cost and expense, operate and maintain or will cause to be
operated and maintained the Common Areas in a first-class, clean and safe
condition consistent with comparable first-class retail centers. Landlord will
have the right to establish, modify and enforce reasonable rules and regulations
("Rules and Regulations") with respect to the Common Areas and Tenant shall
abide by the same, subject to any limitations set forth herein. Notwithstanding
the above, neither Tenant nor any of its employees, agents, customers, invitees
and/or licensees shall have any obligation to conform to, abide by, or take any
other action with respect to any such Rule or Regulation which (A) purports to
deprive Tenant of any of material rights under this Lease; (B) purports to
impose on Tenant any material obligation or obligations beyond those contained
in this Lease; and/or (C) is enforced in a discriminatory fashion by Landlord.
Tenant acknowledges that the Rules and Regulations expressly set forth in
Exhibit "I" do not deprive Tenant of any of material rights under this Lease or
impose on Tenant any material obligation or obligations beyond those contained
in this Lease. Whenever the Rules and Regulations conflict with this Lease, this
Lease shall control and be deemed the prevailing document for purposes of
resolving the conflict.

         7.3      Parking. During the term of this Lease, Tenant shall have the
nonexclusive use in common with Landlord, other tenants of the Building, their
guests and invitees, of the non-reserved common automobile parking areas,
driveways, and footways, subject to rules and regulations for the use thereof as
prescribed from time to time by Landlord. Landlord reserves the right to
designate parking areas within the Project or in reasonable proximity thereto,
for Tenant and Tenant's agents and employees. Tenant shall provide Landlord with
a list of all license numbers for the cars owned by Tenant, its agents and
employees. Separated structured parking, if any, located about the Building is
reserved for tenants of the Building who rent such parking spaces. Tenant hereby
leases from Landlord, three (3) on-site spaces in the Project parking area and
seven (7) off-site spaces (to be located in the parking lot to be constructed at
the corner of Empire and Jefferson). Until such offsite parking is available,
interim parking is to be provided by Landlord to Tenant per the Letter Agreement
attached hereto and incorporated herein as Exhibit "I". In consideration Tenant
leasing the Premises under this Lease, Tenant shall not be required to pay any
monthly rental for the above spaces throughout the term of the Lease.

                                    ARTICLE 8
                                  IMPROVEMENTS
                                  ------------

         8.1      Landlord's Work. Subject to Unavoidable Delay, Landlord will
promptly and at its sole cost and expense, complete the work, if any, to be
performed by Landlord which is described in the plans referenced

                                      -9-
<PAGE>

in Exhibit "B", together with all other items designated or described in
Exhibit B (collectively "Landlord's Work"), whether necessary to permit Tenant
to commence the work to be performed by Tenant ("Tenant's Work") under Exhibit
"C" or otherwise. Subject to Section 18.12, Landlord shall cause Landlord's Work
to be Substantially Complete before the Scheduled Delivery Date specified in
Section 1.1 in accordance herewith and Exhibit "B". If Landlord's Work is not
Substantially Complete before the Scheduled Delivery Date, Tenant shall be
entitled to a credit against Rental two (2) days for each day that Landlord's
Work is not Substantially Complete beyond the Scheduled Delivery Date. In the
event of any conflict between Exhibit "B" and the Lease, Exhibit "B" shall
control. Landlord hereby warrants and guarantees Landlord's Work to be free from
defects in workmanship and materials for a period of one (1) year from the
Premises Delivery Date. Upon the expiration of said one (1) year period,
Landlord shall assign to Tenant all warranties and guarantees with respect to
Landlord's Work and, to the extent of any such warranties and guarantees are not
assignable, Landlord agrees to enforce the same for the benefit of Tenant.
Landlord shall promptly (i) repair any latent defects in Landlord's Work no
matter when appearing and (ii) repair any so-called punch-list items about which
Tenant notifies Landlord within sixty (60) days of the Premises Delivery Date.
Landlord's Work shall be performed in a good and workmanlike manner, using new
materials, and the Premises shall be delivered free of all liens and
encumbrances and not in violation of any applicable Laws. In the event a
mechanic's lien is recorded with respect to Landlord's Work, Landlord shall
indemnify, defend and hold Tenant harmless from all costs, losses, damages or
causes of action arising from any such lien.

         8.2      Tenant's Work. Subject to Section 18.12, on or before the
Commencement Date, Tenant shall, at its sole cost and expense, complete all
Tenant's Work in substantial accordance with the Final Plans (as defined below)
as approved by Landlord. Ten (10) days prior to the Premises Delivery Date,
Tenant will be permitted by Landlord to enter the Premises for the purpose of
performing Tenant's Work and for the purpose of installing its fixtures and
other equipment, provided (i) Tenant shall have obtained Landlord's written
approval of the Final Plans, (ii) Tenant shall have deposited with Landlord the
certificates of insurance required in Sections 12.3 and 12.4; and (iii) Tenant's
activities shall not interfere with or delay Landlord's Work which shall be
reasonably determined by Landlord. Tenant shall, at its expense, remove from the
Premises and from the Project all trash which may accumulate in connection with
Tenant's activities and, should Tenant fail to do so, Landlord may, no earlier
than five (5) business days after providing written notice to Tenant, in
addition to any other right or remedy of Landlord, remove such trash following
written notice to Tenant, at Tenant's expense, and the reasonable expenses so
incurred by Landlord shall be due and payable by Tenant as Additional Rental,
upon demand. During such period, Tenant shall perform all duties and obligations
imposed by this Lease, including, without limitation, those provisions relating
to insurance and indemnification. All improvements to the Premises made or
performed by Tenant pursuant to Sections 8.2 or 10.4 and Exhibit "C" shall be
the property of Tenant throughout the Term. Upon the expiration of the Term or
earlier termination of this Lease, all improvements to the Premises, not
including any trade fixtures, ATMs, vault, equipment, Tenant's signs and any
items identifying the Tenant's business or Tenant's proprietary marks, or other
removable personal property, shall be Landlord's property and shall be
surrendered to Landlord unless Landlord notifies Tenant to remove any such
improvements made by Tenant pursuant to Exhibit "C" or Section 10.4 which
Tenant shall do at its sole cost and expense prior to the end of the Term.
Notwithstanding anything to the contrary contained herein, Landlord shall
continue to be liable for (a) latent defects, and (b) patent defects in
Landlord's Work, notice of which, is delivered to Landlord within one (1) year
of the Premises Delivery Date.

         8.3      Mechanic's Liens. No work which Landlord permits Tenant to do
or which Tenant is obligated to perform pursuant to this Lease, whether in the
nature of erection, construction, alteration or repair, shall be deemed to be
for the immediate use and benefit of Landlord so that no mechanic's or other
lien shall be allowed against the estate of Landlord by reason of any consent
given by Landlord to Tenant to improve the Premises. In the event any mechanic's
or other lien shall at any time be filed against the Premises by reason of work,
labor, services or materials performed or furnished, or alleged to be performed
or furnished, to Tenant or to any one holding the Premises through or under
Tenant, Tenant, within thirty (30) days of filing, shall cause the same to be
discharged of record or bonded. If Tenant shall fail to cause such lien to be so
discharged or bonded after being notified of the filing thereof, then, in
addition to any other right or remedy of Landlord, Landlord may discharge the
same by paying the amount claimed to be due or may cause the same to be bonded,
and the amount so paid by Landlord, including reasonable attorney fees incurred
by Landlord in either defending against such lien or procuring the discharge or
bonding of such lien, shall be due and payable by Tenant to Landlord, as
Additional Rental, upon demand.

                                      -10-
<PAGE>

         8.4      Tenant's Personalty.

                  (a)      Tenant's Personalty located in or upon the Premises
shall not become a part of the Premises. Tenant's Personalty is and shall remain
the property of Tenant and shall be treated as trade fixtures and personal
property of Tenant for the purposes of this Lease. Tenant may remove its
Personalty from the Premises (other than HVAC or other building systems) at any
time prior to the termination of this Lease. Tenant, at its own cost and
expense, may install, place, reinstall or replace upon the Premises, or remove
from the Premises, any such Personalty. Any replacement Personalty shall not
become the property of Landlord but shall remain Tenant's property the same as
the original Personalty.

                  (b)      Landlord waives any statutory landlord's lien and any
attachment for Rent on the Personalty that Landlord may have or may hereafter
acquire. Landlord acknowledges and agrees that Tenant's Personalty may be leased
from an equipment lessor or encumbered by Tenant's lender (jointly "Equipment
Lessor") and that Tenant may execute and enter into an equipment lease or
security agreement with respect to such Personalty ("Equipment Lease"). If and
to the extent required by any Equipment Lease or Equipment Lessor, Landlord
shall execute and deliver to the Equipment Lessor a written consent or
acknowledgment, in recordable form in which Landlord (i) acknowledges and agrees
that the Personalty which is the subject of the Equipment Lease constitute the
personal property of Tenant, and shall not be considered to be part of the
Premises, regardless of whether or by what means they become attached thereto,
(ii) agrees that it shall not claim any interest in such Personalty, and (iii)
agrees that Equipment Lessor may enter the Premises for the purpose of
exercising any right it may have under the provisions of the Equipment Lease,
including the right to remove such Personalty, provided that such Equipment
Lessor agrees to repair any damage resulting from such removal and such removal
and repair is completed within thirty (30) days after any termination of this
Lease.

         8.5      Landlord's Construction Plans. Landlord shall deliver to
Tenant final construction drawings describing Landlord's Work, including floor
plans, exterior elevations and a site plan, on or before the Effective Date.
Landlord has delivered to Tenant final construction drawings describing
Landlord's Work.

         8.6      Tenant's Construction Plans. Tenant, at its own cost and
expense, shall engage an architect to prepare preliminary space plans or
construction working drawings ("Preliminary Space Plans") for Tenant's initial
renovation, improvements, and/or alterations. Tenant shall use reasonable
efforts to submit the Preliminary Space Plans to Landlord for Landlord's
approval, which shall not be unreasonably withheld, conditioned or delayed,
within forty five (45) days of the Effective Date. Landlord acknowledges that it
is familiar with Tenant's typical storefront designs, including its awnings,
signs, parapets and trade colors. Landlord also acknowledges that the
Preliminary Space Plans shall include the ATMs which will be installed in the
Premises, but will be accessible outside the Premises from the Common Area, and
may include a security system to be installed in the Premises. It shall be
unreasonable for Landlord to disapprove professionally designed, lawfully
permitted storefront designs which arc generally consistent with storefronts at
Tenant's other locations; provided, however, that Tenant shall not materially
change the City-approved, exterior elevation without first obtaining Landlord's
written approval prior to seeking the City's approval. Any such changes to the
exterior elevation pursuant to the foregoing sentence shall be at Tenant's sole
expense. In the event Landlord fails to review Tenant's Preliminary Space Plans
within five (5) days after receipt thereof, Tenant's Preliminary Space Plans
shall be deemed approved; this provision shall also apply to any subsequent
submissions by Tenant.

         Within forty five (45) days after the Preliminary Space Plans have been
approved, Tenant, at its sole cost and expense, shall prepare and deliver to
Landlord four copies and one sepia of its final plans or construction drawings
and specifications for Tenant's Work, based on the approved Preliminary Space
Plans ("Final Plans") covering the items of construction and improvements that
were included in the approved Preliminary Space Plans. Within five (5) days
after receipt of the Final Plans, Landlord shall either approve the Final Plans
or deliver to Tenant its specific objections to the Final Plans together with
its proposed solution to each objection. Landlord shall not disapprove of the
Final Plans if the same are in substantial conformance with the approved
Preliminary Space Plans. Tenant shall obtain Landlord's consent to any material
changes to the Final Plans as approved by Landlord, provided that Landlord shall
be deemed to have granted such consent (i) with respect to any changes required
by the City or County, as applicable, where the Premises is located as a
condition of Tenant being able to obtain any permits necessary for it to
construct Tenant's Work or (ii) if Landlord fails to disapprove of such change
within five (5) days after receipt of a request from Tenant for approval of the
same. In the event of any discrepancy

                                      -11-
<PAGE>

between the provisions of this Lease (including the Exhibits) and the Final
Plans (as defined below) provided to and approved by Landlord, the Final Plans
shall control. Tenant shall engage and supervise the performance of a general
contractor for the purpose of performing the Tenant's Work.

         8.7      Landlord's Cash Allowance. Landlord shall pay Landlord's Cash
Allowance to Tenant in the amount not to exceed Thirty-Three Thousand and
no/100ths Dollars ($33,000.00) no later than five (5) business days after the
submission by Tenant to Landlord of copies of paid invoices for labor,
materials or equipment incurred by Tenant in connection with the completion of
Tenant's improvements on the Premises and a copy of Tenant's certificate of
occupancy. In the event Landlord fails to pay Tenant Landlord's Cash Allowance
as hereinbefore provided, Tenant shall have the right to setoff such Landlord's
Cash Allowance against Annual Basic Rental and Additional Rental.

                                    ARTICLE 9
                                   OPERATIONS
                                   ----------

         9.1      Operations by Tenant.

                  (a)      With regard to the use and occupancy of the Premises
and Project, Tenant will at its expense: (i) keep the inside and outside of all
glass in the doors and windows of the Premises in a good, clean and safe
condition: (ii) keep all exterior store surfaces of the Premises in a good,
clean and safe condition; (iii) replace promptly any cracked or broken glass of
the Premises with glass of like kind and quality; (iv) maintain the Premises in
a clean, orderly, sanitary and attractive condition and reasonably free of
insects, rodents, vermin and other pests; (v) have garbage, trash, rubbish and
refuse removed from the interior of the Premises on a daily basis; and (vi)
comply with all Laws, now or hereafter in force, except that Tenant shall have
no responsibility to correct or remedy (A) any violations of Laws related in any
way to the Premises existing on or prior to the Premises Delivery Date, (B) any
violations of Laws caused by the action of Landlord, its employees, agents or
contractors, (C) any violations of Laws related to the existence of Hazardous
Materials on the Premises except as provided in Section 9.3; and/or (D) any
violations of Law requiring (1) structural repair or modifications or (2)
repairs or modifications to the utility or center service equipment located
outside of or not exclusively serving the Premises or (3) installations of new
Project service equipment, such as fire detection or suppression equipment,
unless such repairs, modifications, or installations are due to Tenant's Work,
alterations, or repairs in the Premises or Tenant's particular manner of use of
the Premises (as opposed to retail store operations, generally), or are due to
the negligence or willful misconduct of Tenant or any agent, employee, or
contractor of Tenant, or the result of a new Law or new interpretation of a Law.

                  (b)      In regard to the use and occupancy of the Premises
and Project, Tenant will not: (i) use or permit the use of any loudspeakers,
phonographs, public address systems or sound amplifiers audible or visible
outside of the Premises; (ii) permit undue accumulations of garbage, trash,
rubbish or other refuse within or without the Premises; or (iii) cause or permit
objectionable odors to emanate or to be dispelled from the Premises.

         9.2      Signage. Tenant shall not have the right to place or suffer to
be placed or maintained on the exterior of the Premises any sign, awning,
advertising matter or any other thing of any kind unless first approved by
Landlord, such approval not to be unreasonably withheld, conditioned or delayed.
Tenant's exterior signage much comply with the City of Fairfield standards.
Tenant shall obtain all necessary Permits for such exterior sign, awning, and
advertising matter and it shall be professionally prepared and similar to that
signage used by substantially all of Tenant's other financial centers. Landlord
shall not have the right to approve interior signage of the Premises. Tenant
will, at its sole cost and expense, maintain such sign, decoration, lettering,
advertising matter, or other thing as may be permitted hereunder in good
condition and repair at all times. Landlord's approval of signage as required
herein shall not be unreasonably withheld, delayed or conditioned. The foregoing
notwithstanding, it shall be unreasonable for Landlord to disapprove
professionally prepared, lawfully permitted exterior signage consistent with
Tenant's standard permanent store signage used at Tenant's other financial
centers. Notwithstanding anything to the contrary set forth herein, Landlord
hereby approves Tenant's proposed signage renderings attached hereto as Exhibit
"F". Notwithstanding the above, Tenant shall have the right to maintain two (2)
signs in the signage on two (2) sides of the building on the Premises.

         9.3      Hazardous Materials. Without limiting the generality of their
other covenants hereunder, Tenant agrees in regard to the use and occupancy of
the Premises, and Landlord agrees in regard to the remainder of

                                      -12-
<PAGE>

the Project and the Common Area, to comply with all environmental Laws,
including, without limitation, those applicable to "Hazardous Materials." Tenant
shall indemnify, defend, and hold harmless Landlord and its officers, employees,
agents, contractors and those claiming by, through or under Landlord, from and
against all loss, cost and expense (including, without limitation, attorney's
fees) of whatever nature suffered or incurred by Landlord (i) on account of the
breach by Tenant of its covenant in the first sentence of this Section 9.3 with
regard to the presence of Hazardous Materials on the Premises; or (ii) caused by
Hazardous Materials brought onto the Project or the Common Area by Tenant or
Tenant's employees, agents, vendors, guests or invitees in violation of said
covenant. Landlord shall indemnify, defend, and hold harmless Tenant and its
officers, employees, agents, contractors and those claiming by, through or under
Tenant, from and against all loss, cost and expense (including, without
limitation, attorney's fees) of whatever nature suffered or incurred by Tenant
on account of the breach by Landlord of its covenant in the first sentence of
this Section 9.3 with regard to the release of Hazardous Materials by Landlord
or Landlord's employees, agents, or contractors. Notwithstanding any other term
or condition of this Lease, Landlord agrees that the use or disposal of wastes
or materials such as cleaning products in quantities and concentrations
customarily found in food service establishments similar to Tenant's which are
used in a manner that does not violate any environmental Laws shall not
constitute a breach of this Lease. Nothing set forth above shall be construed to
obligate Tenant to remove, remediate or otherwise respond to, or to indemnify,
defend or hold harmless Landlord (or any other person) as a result of or in
connection with, or to pay to Landlord (or any other person) as Common Area
Expense or otherwise any costs or expenses arising out of, any Hazardous
Materials that (x) were present on or under the Premises, Common Area or any
other portion of the Project on the Premises Delivery Date or at any time prior
thereto, (y) which may migrate onto or under the Premises, Common Areas or other
portion of the Project at any time after the Premises Delivery Date from
adjacent property or sources not owned by Tenant or any person under Tenant's
control, or (z) otherwise not placed onto the Premises or Common Area by Tenant
or Tenant's agents, employees, or contractors, and Tenant shall have no
responsibility under this Lease whatsoever for any such Hazardous Materials. For
purposes of this Lease, Hazardous Materials mean any substance or material that
is toxic, hazardous to health, radioactive, reactive or corrosive or that is
defined or designated as a hazardous or extremely hazardous toxic waste,
material or substance by Law.

                                   ARTICLE 10
                             REPAIRS AND ALTERATIONS
                             -----------------------

         10.1     Repairs To Be Made By Landlord.

                  (a)      Repairs. Landlord's sole repair and maintenance
obligations with respect to the Building and the Common Area of the Project
are, at its expense, (i) to operate, maintain and repair the Common Areas as
provided in Section 7.2 above; (ii) to keep in good order, condition and repair
all common utility systems, service equipment, HVAC, electrical, plumbing and
other mechanical systems in the Building located outside of, or not exclusively
serving the Premises and all structural components of the Building including,
without limitation, the load-bearing walls, structural columns, structural floor
and structural ceiling of the Building, the storefront (excluding, however, all
doors, door frames, windows and glass, repairs to which are the responsibility
of each tenant), and the roof over the Building; and (iii) to make all other
repairs necessitated by (a) the acts or omissions of Landlord, its agents,
employees or contractors or the failure of Landlord to perform its obligations
hereunder or (b) latent defects and items not in compliance with Laws in the
construction of the Building and in Landlord's Work on the Premises; provided
Tenant shall give Landlord notice of the necessity for such repairs with respect
to the Premises and provided that the necessity for such repairs shall not arise
from nor be caused by the negligence or willful acts of Tenant, its agents,
concessionaires, officers, employees, licensees, contractors, vendors, guests or
invitees.

                  (b)      Compliance with Law(s). After delivery of the
Premises to Tenant, Landlord will comply with all Law(s) pertaining to the
condition of the Building and the Premises related to those items which Landlord
constructed or caused to be constructed in the Building or the Premises or which
Landlord is required to maintain and/or repair pursuant hereto. Any improvements
that are from time to time required to be made to the Premises in connection
with complying with any applicable Laws (including building codes and the
Americans with Disabilities Act) shall be completed by Landlord at Landlord's
sole cost and expense.

                  (c)      Emergency Repairs. If any maintenance or repair for
which Landlord is obligated is of an emergency nature which if not attended to
immediately will or might result in injury or damage to

                                      -13-
<PAGE>

persons or property, or materially interfere with the conduct of Tenant's
business at the Premises, then Tenant, after reasonable efforts to contact
Landlord, may make such emergency repairs or perform such maintenance as is
necessary to meet the emergency at Landlord's expense. Landlord will promptly
reimburse Tenant the reasonable cost of the emergency repairs or maintenance
within thirty (30) days after receipt of an itemized statement accompanied by
invoices for the repairs and charges.

         10.2     Repairs To Be Made By Tenant. All repairs to the Premises or
any installations, equipment or facilities therein, other than those repairs
required to be made by Landlord pursuant to Section 10.1 or Article 13, or those
required as the result of the negligence or willful acts of Landlord, its
agents, employees, or contractors, shall be made by Tenant at its expense.
Without limiting the generality of the foregoing, Tenant will keep the interior
of the Premises, together with all HVAC, electrical, plumbing and other
mechanical systems located within, and exclusively serving the Premises (other
than items to be repaired by Landlord pursuant to Section 10.1), and all plate
glass windows, in good order, condition and repair and will make all
replacements thereto from time to time required at its expense; and will
surrender the Premises at the expiration of the Term or at such other time as
it may vacate the Premises in as good condition as when received, excepting only
ordinary wear and tear, damage by Casualty and any damage caused by the failure
of Landlord to perform its obligations under Section 10.1.

         10.3     Damage to the Premises. Tenant will repair promptly, at its
expense, any damage to the Premises and, upon demand, shall reimburse Landlord,
as Additional Rental, for the cost of the repair of any damage elsewhere in the
Project caused by bringing into the Premises any property for Tenant's use, or
by the installation or removal of such property, regardless of fault or by whom
such damage shall be caused (unless caused by Landlord, its agents, employees,
or contractors); and in default of such repairs by Tenant, at the expiration of
ten (10) days after notice to Tenant, Landlord may exercise its self-help rights
provided in Section 18.10.

         10.4     Alterations by Tenant. Tenant will not make any structural
alterations, renovations, improvements or other installations in, on, or to the
Premises or any part thereof (including, without limitation, any alterations of
the storefront or any cutting or drilling into any structural element of the
Building) until Tenant shall have received Landlord's written approval, which
approval Landlord agrees shall not be unreasonably withheld, delayed or
conditioned. Any structural modifications to the Premises which materially
affect the structure of the Premises or Building shall require Landlord's prior
written approval, which approval shall be subject to Landlord's sole discretion.
Tenant may at its sole cost, without Landlord's consent (a) make non-structural,
interior, remodeling or refurbishing alterations which (i) do not affect the
storefront or Project systems, and (ii) are in compliance with the requirements
of Section 8.2 or (b) make any such other alterations or repairs which are of an
emergency nature, provided the same are made in a workmanlike manner and
utilizing good quality materials. Tenant shall have the right to place and
install personal property, trade fixtures, equipment, signs or other items
identifying Tenant's business or Tenant's proprietary marks and other temporary
installations in and upon the Premises, and fasten the same to the Premises. All
personal property, equipment, machinery, trade fixtures, signs or other items
identifying Tenant's business or Tenant's proprietary marks, and temporary
installations, whether acquired by Tenant at the commencement of the Lease term
or placed or installed on the Premises by Tenant thereafter, shall remain
Tenant's property free and clear of any claim by Landlord. Tenant shall have the
right to remove the same at any time during the term of this Lease provided that
all damage to the Premises caused by such removal shall be repaired by Tenant at
Tenant's expense.

         10.5     Changes and Additions to the Project.

                  (a)      Subject to Section 10.5(b), Landlord reserves the
right at any time and from time to time, without the same constituting breach of
Landlord's covenant of quiet enjoyment (express or implied) or an actual or
constructive eviction, and without incurring any liability to Tenant or
otherwise affecting Tenant's obligations under this Lease: (i) to make such
changes, alterations, improvements, repairs or replacements in or to the Project
(including the Common Areas) and the fixtures and equipment thereof, and in or
to the land on which the Project is located, or properties adjacent thereto, as
Landlord may deem necessary or desirable in connection with the remodeling,
reconstruction, redevelopment, redesigning or expansion of the Project or
otherwise, and in connection, therewith, to change the arrangement and/or
location of entrances or passageways, doors and doorways, access ramps, parking
and drive lanes, corridors, elevators or other public parts of the Project, the
Common Areas of the Project; (ii) to make additions, alterations, and
modifications to and rearrangements and reductions of the

                                      -14-
<PAGE>

Project, including the Common Areas; (iii) to change the dimensions and types of
other retail stores; (iv) to convert Common Areas into leasable areas; and (v)
to expand the size of the Project by acquiring or making available additional
land or space and constructing additions thereon.

                  (b)      Landlord's right to make or cause to be made
additions, alterations, modifications or other changes to the Project or Common
Areas as described in Section 10.5(a) above (hereinafter collectively referred
to as "Landlord's Alterations") shall be subject to the following conditions:
Landlord hereby agrees not to construct or maintain or permit any other party or
occupant of the Project to construct or maintain any building, barrier or signs,
or to allow any other changes to the Common Area, within the Premises without
Tenant's consent, which consent may not be unreasonably withheld, conditioned or
delayed; provided, however, Landlord shall be permitted to locate within the
Premises directional signs or temporary improvements normally and customarily
found in common areas of similar Projects located in the Fairfield area;
provided, however, any such signs or improvements shall not materially and
adversely interfere with Tenant's or Tenant's invitees access to, or use of the
Project or the Premises, nor Tenant's right to use the lobby for ATM
installation and access, nor Tenant's parking rights granted under this Lease.
For purposes of this paragraph, a material change in grade shall be deemed a
"barrier." It shall be reasonable for Tenant to withhold its consent for
Landlord's Alterations if the same: (i) materially or adversely interferes with
the visibility of the Premises from the Common Areas; (ii) materially or
adversely alters the trade flow to the Premises or the ATMs; (iii) obstructs
Tenant's service door, if any, or impairs Tenant's right of ingress and egress
through such door; or (iv) materially reduces the quantity or proximity of the
Common Area seating or parking, materially adversely affects traffic flow,
ingress or egress to, or visibility of the Premises or the ATMs. Notwithstanding
anything to the contrary set forth in this Lease, Landlord shall have no right
to (and Landlord shall not) relocate the Premises or the ATMs.

                  (c)      Tenant agrees that Landlord shall have the right to
place in the Premises (but in such manner as not unreasonably to interfere with
Tenant's use of the Premises) utility lines telecommunication lines, shafts,
pipes and the like, for the use and benefit of Landlord and other tenants and
occupants of the Project, and to replace and maintain and repair such lines
(provided such work does not unreasonably interfere with Tenant's use of its
Premises), shafts, pipes and the like, in, over and upon the Premises; Landlord
shall use all reasonable efforts to place any such lines, shafts, pipes and the
like above the finished ceiling, within columns or risers, or otherwise not
visible within the usable area of the Premises. Such lines, shafts, pipes and
the like, shall not be deemed part of the Premises under this Lease. Tenant
shall have no rights with respect to the land or improvements below the floor
slab, above the interior surface of the ceiling of the Premises, or air rights
above the Premises.

         10.6     Roof and Walls. Except as permitted under Section 18.17,
Landlord shall have the exclusive right to use all or any part of the roof and
walls of the Project and the air rights above the roof for any purpose, provided
Tenant's operations are not disrupted thereby.

                                   ARTICLE 11
                                    UTILITIES
                                    ---------

         11.1     Water, Electricity, Telephone, and Natural Gas. Landlord will
provide at points in or adjacent to the Premises the facilities described in
Exhibit "B" to enable Tenant to obtain water, electricity, telephone, HVAC, and
natural gas for the Premises. Tenant shall make application for, arrange for,
pay for (directly to such utility) and be solely responsible for all charges for
utility services for the Premises, except that Landlord shall be solely
responsible for the payment of any initial connection or so-called "tap-in"
fees. All utilities shall be separately metered with the installation of said
meters to be at Landlord's expense. Landlord shall have the same rights and
remedies for nonpayment by Tenant of any utility charges that Landlord has under
this Lease for failure of Tenant to pay Rental. Without limitation of the
foregoing, Tenant acknowledges that the lighting of Tenant's signs on or at the
Premises, including, without limitation the lighting under Tenant's storefront
canopy, if any, will be connected to Tenant's electrical meter. Notwithstanding
the foregoing, Landlord and Tenant agree that water shall not be separately
metered to the Premises. There will be only one (1) meter to the Building for
water and Tenant shall pay fifty percent (50%) of the charges for water usage
billed to the Building as Tenant's share, which payment shall be due within ten
(10) days of Tenant's receipt of Landlord's invoice thereof or upon such other
date as mutually agreed upon by Landlord and Tenant.

                                      -15-
<PAGE>

         11.2     Trash and Garbage Removal. Tenant shall be solely responsible
for trash and garbage removal from the Premises, including the placing of all
trash and garbage in containers which Landlord will provide for such purpose,
which containers shall be an adequately sized and screened trash dumpster or
compactor enclosure located as shown on the Site Plan. Tenant may elect to use
the trash and garbage removal service furnished by Landlord to tenants in the
Project. Tenant's election shall be by written notice to Landlord. If Tenant
elects to use the garbage removal service provided by Landlord, Tenant shall pay
for such service monthly, as Additional Rental, in accordance with a uniform
exhibit of charges to be established by Landlord. In no event shall Tenant be
obligated to pay Landlord more for trash and garbage removal than the
prevailing competitive rates of reputable independent trash removal contractors
for service similar to that provided by Landlord.

         11.3     Cleaning Services. Tenant shall, at its expense, provide the
Premises (including, without limitation, exterior plate glass, exterior doors
and framing, exterior walls, exterior signs, the sidewalks immediately adjacent
to the Premises and the service entrance) with those janitorial, window
cleaning, pest and vermin control, repainting and other services required to
maintain the Premises in a clean, sanitary, safe, and attractive condition in
accordance with the standards of comparable retail establishments, but in any
event, not less than the reasonable standards established by Landlord for the
Common Areas and other retail tenants.

         11.4     Discontinuance and Interruptions of Services. Except as
otherwise expressly provided herein Landlord shall not be liable to Tenant for
damages or otherwise (a) if any utility shall become unavailable from any public
utility company, public authority or any other person or entity supplying or
distributing such utility, or (b) for any interruption in any service hereunder
(including, without limitation, any heating, ventilation or air-conditioning)
caused by the making of any necessary repairs or improvements or by any cause
beyond Landlord's reasonable control, and the same shall not constitute a
termination of this Lease or an eviction of Tenant. In no event shall Landlord
be liable to Tenant for indirect or consequential damages. The forgoing
notwithstanding, in the event Tenant is unable to operate its business from a
part or all of the Premises due to the interruption of any utilities and
services Landlord is required to provide hereunder due to Landlord's negligence
or the negligence of Landlord's employees, agents, servants or contractors and
Tenant shall not be in default, Tenant shall receive a proportionate abatement
of Annual Basic Rental for that period of time commencing upon the second (2nd)
consecutive business day upon which Tenant is unable to operate its business
from the Premises and extending through the day prior to the day Tenant may
reopen the Premises.

                                   ARTICLE 12
                             INDEMNITY AND INSURANCE

         12.1     Tenant's Indemnity. Tenant shall indemnify, defend and hold
Landlord harmless from and against any and all costs, loss, damage or expense
arising out of death of or injury to persons, or loss of or damage to property
in connection with the entry onto the Premises by Tenant, its agents, employees,
or contractors prior to the Premises Delivery Date, or the use and enjoyment of
the Premises by Tenant, its agents, officers, directors, contractors, employees,
vendors, guests and invitees (collectively, the "Tenant Parties"), or any
negligent act or omission by any of them, except and to the extent that any such
loss, cost, damage or expense arising out of death of or injury to persons, or
loss of or damage to property is caused by or results from the negligent or
unlawful acts or omissions or willful misconduct of Landlord, its employees,
agents or contractors. This indemnity and hold harmless agreement shall include
indemnity against all expenses and liabilities incurred in or in connection with
any such claim or proceeding brought thereon, and the defense thereof with
counsel selected by Tenant and reasonably acceptable to Landlord or counsel
selected by an insurance company which has accepted liability for any such
claim. This Section 12.1 shall survive the termination of this Lease.

         12.2     Landlord's Indemnity. Landlord shall indemnify, defend, and
hold harmless Tenant and each other Tenant Party from and against any and all
claims, demands, liabilities, fines, suits, actions, proceedings, orders,
decrees, judgments, losses, damages, costs and expenses, whether arising in
connection with death of or injury to persons, loss of or damage to property, or
otherwise (including, without limitation, reasonable attorneys' fees), occurring
in (i) the Common Areas or any portion of the Building or Project outside the
Premises, or (ii) any negligent act or omission or willful misconduct of
Landlord (or any of its agents, employees, or contractors), or (iii) any breach
of default in the performance of any of Landlord's obligations arising out of
this Lease, except and to the extent that any such loss, cost, damage or expense
is caused by or results from the negligent or unlawful acts or omissions or
willful misconduct of Tenant (or any of its agents, employees or contractors).
This indemnity and

                                      -16-
<PAGE>

hold harmless agreement shall include indemnity against all expenses and
liabilities incurred in or in connection with any such claim or proceeding
brought thereon, and the defense thereof with counsel selected by Landlord and
reasonably acceptable to Tenant or counsel selected by an insurance company
which has accepted liability for any such claim. This Section 12.2 shall survive
the termination of this Lease.

         12.3     Tenant's Insurance. At all times after the execution of this
Lease, Tenant will take out and keep in force, at its expense the following
insurance coverages with the limits as listed on Exhibit "E":

                  (a)      commercial general liability insurance, written on an
occurrence basis and including contractual liability coverage for any
liabilities assumed under this Lease for property damage and personal injury,
and coverage against all claims for injury to or death of persons or damage to
property on or about the Premises;

                  (b)      casualty insurance covering all of Tenant's
Personalty and improvements made by Tenant located in or at the Premises, in an
amount not less than ninety percent (90%) of their full replacement value from
time to time, including replacement cost endorsement, providing protection
against any peril included within the classification Fire and Extended Coverage,
sprinkler damage, vandalism, theft, burglary, malicious mischief, and the other
additional perils as covered in a "special form - causes of loss" (formerly "all
risks") standard insurance policy (but excluding flood, earthquake, rent loss or
lost profits and terrorism insurance). Any such policy proceeds shall be used
for the repair or replacement of the insured property damaged or destroyed
unless this Lease shall cease and terminate under the provisions of Article 13
in which case the proceeds of such insurance may be retained by Tenant in the
event this Lease is so terminated;

                  (c)      if and to the extent required by law, worker's
compensation employee liability or similar insurance in form and amounts
required by law; and

                  (d)      automobile liability insurance.

         12.4     Tenant's Contractor's Insurance. Tenant shall require any
contractor of Tenant performing work on the Premises to take out and keep in
force, at no expense to Landlord the following insurance coverages with the
limits as listed in Exhibit "E".

                  (a)      commercial general liability insurance, including
contractor's liability coverage, contractual liability coverage, completed
operations coverage, broad form property damage endorsement and contractor's
protective liability coverage, to afford protection to the limit of not less
than the limits as listed on Exhibit "E".

                  (b)      worker's compensation employer's liability or similar
insurance in form and amounts required by law.

                  (c)      automobile liability insurance.

         12.5     Landlord's Insurance.

                  (a)      Casualty Insurance. At all times during the Term,
Landlord will maintain in force casualty insurance insuring the Building,
including the Premises (except for any such part Tenant is required to insure
against pursuant to Section 12.3) for the full insurable value thereof from
time to time, including replacement cost endorsement, providing protection
against any peril included within the classification Fire and Extended Coverage,
sprinkler damage, vandalism, theft, burglary, malicious mischief, and the other
additional perils as covered in a "special form - causes of loss" (formerly "all
risks") standard insurance policy.

                  (b)      Liability Insurance. During the entire Term, Landlord
will maintain in force commercial general liability insurance written on an
occurrence basis, including, without limitation, contractual liability coverage
for any liabilities assumed under this Lease for property damage and personal
injury, and a broad form property damage endorsement with the limits as listed
on Exhibit "E".

                                      -17-
<PAGE>

                  (c)      Additional Insurance. During the Term, Landlord may
obtain additional insurance coverage or endorsements for all or portions of the
Project that are commercially reasonable, including without limitations,
earthquake, flood and terrorism insurance ("Additional Insurance").

         12.6      Policy Requirements. The company or companies writing any
insurance which Tenant, Tenant's contractor's or Landlord is required to take
out and maintain or cause to be taken out or maintained pursuant to Sections
12.3, 12.4, and 12.5, shall be with a company or companies licensed or admitted
to do business in the state in which the Premises are located. Notwithstanding
anything to the contrary contained herein, Tenant's obligation to carry
insurance may be satisfied by coverage under a so-called blanket umbrella or
excess policy or policies of insurance and Tenant may self-insure, subject to
the provisions contained herein; provided, however, that the coverage afforded
Landlord will not be reduced or diminished as a result thereof. Landlord shall
name Tenant and any lender of Tenant's secured by Tenant's interest in the
Premises (or any improvements contained therein) of which Landlord has received
notice as an additional insured on Landlord's commercial general liability
policy or policies required to be carried hereunder. Landlord and any lender of
Landlord secured by Landlord's interest in the Premises of which Tenant has
received notice shall be an additional insured on Tenant's commercial general
liability policy or policies required to be carried pursuant to this Lease. Each
such policy shall also contain a provision by which the insurer agrees that such
policy shall not be canceled except after thirty (30) days' written notice to
the additional insured. A certificate of each such policy, shall be deposited
with Landlord by Tenant promptly upon commencement of Tenant's obligation or
Tenant's contractors to procure the same. With respect to the Premises, any
liability insurance carried by Tenant shall be deemed primary to any liability
insurance carried by Landlord.

         12.7     Failure to Maintain Required Insurance. If Tenant shall fail
to perform any of its obligations under Sections 12.3 or 12.4, then in addition
to any other right or remedy of Landlord after fifteen (15) days notice from
Landlord, Landlord may perform the same and the cost thereof shall be deemed
Additional Rental and shall be payable within thirty (30) days Tenant's receipt
of Landlord's demand for the same accompanied by an invoice or other
documentation showing the amount of the subject premiums. If Landlord shall fail
to perform its obligation to cause the Premises to be covered by fire or
casualty insurance as required by Section 12.5(a), then in addition to any other
right or remedy of Tenant after thirty (30) days notice from Tenant, Tenant may
obtain such insurance on Landlord's behalf insuring the Premises (and any other
portion of the Project necessary to obtain such coverage). Landlord shall
reimburse the Tenant for the costs within thirty (30) days Landlord's receipt of
Tenant's demand for the same accompanied by an invoice or other documentation
showing the amount of the subject premiums.

         12.8     Waiver of Subrogation. Notwithstanding any other provision in
this Lease, in the event the Premises or its contents, or any other portion of
the Project, are damaged or destroyed by fire or other insured casualty,
Landlord, to the extent of the coverage of Landlord's policies of fire insurance
and endorsements as required above and as otherwise carried by Landlord, hereby
waives its rights, if any, against Tenant with respect to such damage or
destruction, even if said damage or destruction shall have been caused, in whole
or in part, by the negligence of Tenant, its agents, servants, employees or
contractors. Notwithstanding any other provision in this Lease, in the event the
Premises or its contents are damaged or destroyed by fire or other insured
casualty, Tenant to the extent of coverage of Tenant's policies of fire
insurance and endorsements as required above and as otherwise carried by
Landlord, hereby waives its right, if any, against Landlord with respect to such
damage or destruction, even if said fire or other casualty shall have been
caused, in whole or in part, by the negligence of Landlord, its agents,
servants, employees, or contractors. The insurance policies obtained by Landlord
and Tenant pursuant to Sections 12.3(b) and 12.5(a) respectively shall contain
endorsements waiving any right of subrogation which the insurer may otherwise
have against the non-insuring party. If at any time, Landlord's or Tenant's
insurance carrier refuses to write insurance which contains a consent to the
foregoing waiver of subrogation, Landlord or Tenant, as the case may be, shall
notify the other party in writing, and upon the giving of such notice, the
provisions of this paragraph shall be null and void as to any casualty which
occurs after the date of such notice.

                                   ARTICLE 13
                             DAMAGE AND DESTRUCTION
                             ----------------------

         13.1     Damage to the Premises. If during the Term there shall be
damage to the Premises, included in Landlord's Work, or the same are destroyed,
by fire, the elements, accident or other casualty (any such

                                      -18-
<PAGE>

causes are referred to herein as a "Casualty") Landlord shall, to the extent of
available insurance proceeds, promptly proceed to restore the Premises to the
same condition in which it was immediately prior to the occurrence of such
damage, except as otherwise provided in Section 13.2.

         13.2     Landlord's and Tenant's Option to Terminate Lease.

                  (a)      Notwithstanding the provisions of Section 13.1 if
the area occupied by other retail tenants is damaged to the extent of sixty
percent (60%) or more of the gross leasable area of the Project, Landlord or
Tenant may elect to terminate this Lease by giving to the other party notice of
such election within sixty (60) days after the occurrence of such event. If such
notice is given, the rights and obligations of the parties shall cease as of
the date of such notice and Tenant shall vacate and surrender the Premises to
Landlord. Upon such termination, Rental (other than any Additional Rental due
Landlord by reason of Tenant's failure to perform any of its obligations
hereunder) shall be adjusted as of the date of such termination.

                  (b)      In the event of any Casualty which is not or cannot
be repaired or restored by Landlord for any reason within one (1) year following
the occurrence of such Casualty, Tenant shall have the right to terminate this
Lease on thirty (30) days notice to Landlord upon the earlier to occur of: (a)
the date on which it becomes apparent that such repairs or restoration cannot be
completed within such one (1) year period; or (b) upon the expiration of such
one (1) year period, if such repairs or restoration have not been Substantially
Completed by such date, provided that such notice is given not later than thirty
(30) days after the expiration of said one (1) year period.

                  (c)      In the event that the Premises are substantially
damaged or destroyed by Casualty or eminent domain during the last twenty-four
(24) months of the Lease, Tenant or Landlord may terminate this Lease upon
written notice to the other within thirty (30) days of such Casualty.

         13.3     Abatement of Rental. During the repair and restoration of the
Premises or the Tenant Control Area by Landlord, Rental will be abated
proportionately with the degree to which Tenant's use of the Premises is
impaired. The abatement of Rental will commence on the date of such damage or
destruction and continue during the period of Landlord's repair or restoration,
but in no event longer than one (1) year after the Casualty. Tenant will
continue the operation of its business on the Premises during such period of
repair and restoration to the extent reasonably practicable as determined in
Tenant's reasonable judgment and so as not to interfere with repairs. Unless
this Lease is terminated by Landlord or Tenant, as the case may be, Tenant shall
refixture the Premises in a manner and to a condition equal to the existing
prior to such Casualty, and the proceeds of all fire or casualty insurance
carried by Tenant pursuant to this Lease shall be used for said purpose.

                                   ARTICLE 14
                                  CONDEMNATION
                                  ------------

         14.1     Total Taking. In the event that the entire Premises is taken
for any public or quasi-public use under any statute, or by right of eminent
domain, or by purchase in lieu of eminent domain (collectively, a "Total
Taking"), then this Lease may be terminated by Tenant by written notice to
Landlord effective the date that possession of the Premises is taken by the
condemning agency or authority.

         14.2     Partial Taking. In the event that a portion of the Premises is
taken as a result of the exercise of the power of eminent domain or under the
threat of the exercise of such power (a "Partial Taking"), and the portion not
so taken would not, in the reasonable discretion of Tenant, be adequate for the
continued operation of Tenant's business, Tenant shall have the right to
terminate this Lease by written notice to the other of its desire to do so,
provided that such notice is given not later than thirty (30) days after Tenant
has been notified of such taking. (For the purposes of Sections 14.1, 14.2 and
14.3, the term "Premises" includes that portion of the Common Area utilized for
access to Tenant's ATMs.) Should this Lease not be terminated in accordance with
the foregoing provisions in the event of a Partial Taking, Landlord shall, at
Landlord's cost and expense, to, as soon as reasonably possible, restore the
remaining portion of the Premises to an architectural unit of substantially
similar quality and character as existed prior to such taking, and, thereafter,
all Rental and payment obligations of Tenant shall be adjusted on an equitable
basis, taking into account the relative value of the portion of the building
floor area of the Premises taken as compared to the portion remaining.

                                      -19-
<PAGE>

         14.3     Abatement of Rental During Restoration. During the repair and
restoration of the Premises by Landlord, Rental will be abated proportionately
with the degree to which Tenant's use of the building floor area of the Premises
is impaired. The abatement of Rental will commence on the date of destruction
and continue during the period of such repair or restoration but in no event
longer than one (1) year after the taking. Tenant will continue the operation of
its business on the Premises during any period of repair and restoration to the
extent reasonably practicable from the standpoint of prudent business management
and so as to not interfere with the repairs by Landlord.

         14.4     Payment of Award. All compensation awarded or paid for or in
connection with a Total Taking or Partial Taking is hereby collectively referred
to as the "Award". Any Award for (a) Landlord's fee interest in the Premises and
the Project; and (b) "bonus value" of the Lease will belong to Landlord.
Notwithstanding the aforementioned, Tenant will retain and have a claim for the
following items: (i) compensation for the taking of Tenant's leasehold estate;
(ii) the Unamortized Cost of Tenant Improvements (to the extent Landlord has not
contributed to the cost thereof); (iii) that portion (if any) of the Award made
to Landlord for the taking that results in the enhancement of the Award to
Landlord as a result of Tenant's Personalty or fixtures that are removable by
Tenant under the terms of this Lease, but that are required to be taken or are
acquired by the condemnor; (iv) all compensation payable by the condemning
authority and attributable to Tenant's occupancy under this Lease, including
without limitation thereto, all compensation relating to Tenant's loss of
income, good will, moving and relocation expenses; and (v) any other claim or
right of recovery to which Tenant is entitled by Law with respect to the subject
Partial Taking or Total Taking.

                                   ARTICLE 15
                    ASSIGNMENT AND SUBLETTING; SUBORDINATION
                    ----------------------------------------

         15.1     Landlord's Consent Required.

                  (a)      Except to the extent expressly provided in Section
15.1(b), Tenant will not assign this Lease, in whole or in part, nor sublet all
or any part of the Premises, nor license concessions or lease departments
therein, without first obtaining the written consent of Landlord, which consent
shall not be unreasonably withheld, delayed or conditioned; provided, however
that in the event Landlord withholds its consent to such assignment or sublease,
Tenant shall have the option to terminate this Lease. Consent by Landlord to any
assignment or subletting shall not constitute a waiver of the requirement for
such consent to any subsequent assignment or subletting.

                  (b)      Notwithstanding anything to the contrary contained
elsewhere in this Lease, Tenant may, without Landlord's prior consent:

                           (i)      Assign this Lease, or sublet all or any part
of the Premises to its parent corporation or to any subsidiary or Affiliate of
Tenant, or to a joint venture in which Tenant is a joint venture partner
responsible for the conduct of the business in the Premises, provided any such
assignment or subletting is made in good faith and not for the sole purpose of
avoiding the restrictions on assignments or subletting set forth in this
Article. The term "parent" means any entity that controls Tenant; and the term
"Affiliate" means any entity which is directly or indirectly controlled by or
controlling any parent or subsidiary of Tenant. The terms "control" and
"controlled by" and "controlling" shall have the meanings given those terms
under the federal securities laws.

                           (ii)     Assign this Lease or sublet all or any part
of the Premises to any corporation into which or with which Tenant or its parent
may merge or to any corporation or other business entity or to any company which
may result from a reorganization or consolidation by or with Tenant, or to which
Tenant shall sell all or substantially all of its assets in the state in which
the Premises is located or all or substantially all of its corporate shares.

                           (iii)    Assign this Lease to another financial
institution.

         The assignments and sublettings described in this Subsection (b) are
sometimes hereinafter referred to as "Permitted Transfers".

                                      -20-
<PAGE>

                  (c)      It shall be a condition of any assignment, other
transfer, or subletting permitted under Section 15.1(b) that the assignee,
transferee, or tenant agree directly with Landlord, in a written instrument
reasonably satisfactory to Landlord, to be bound by all Tenant obligations
hereunder, including, without limitation, the obligation to pay Rental and other
amounts provided for under this Lease and the covenant against further
assignment or other transfer or subletting. In connection with an assignment
that is a Permitted Transfer, or an assignment to an assignee whose net worth is
in excess of Five Million Dollars ($5,000,000.00), Tenant shall be released from
its obligations hereunder, including, without limitation, the obligation to pay
Rental and other amounts provided for under this Lease. Upon any assignment to
any assignee in which Tenant is not released from liability under this Lease,
Tenant shall only be liable for the default of such assignee if the Landlord has
signed a written instrument agreeing that Tenant shall be released from all
liability under this Lease in the event that, following such assignment, the
Landlord agrees to amend or modify any term of this Lease, and provided Landlord
provides Tenant with concurrent notice with such assignee of any default by such
assignee. Landlord shall execute a commercially reasonable non-disturbance
agreement at the request of any person or entity subleasing the Premises from
Tenant pursuant to a Permitted Transfer or other sublease otherwise approved by
Landlord, provided that said sublease is on the same terms of this Lease (other
than those provisions herein which are not expressly applicable to any sublessee
of the Premises) wherein, among other things, Landlord shall agree to recognize
the applicable sublease and the rights of the subtenant thereunder in the event
of a default by Tenant hereunder so long as the applicable subtenant is not in
default beyond any applicable time to cure under the sublease. Landlord will not
have the right to repossess the Premises in the event of a proposed assignment
or subletting hereunder.

                  (d)      No transfer of any shares of, or any interest in,
Tenant shall be deemed an assignment hereunder.

         15.2     Subordination and Non-Disturbance Agreement. This Lease shall
be subject and subordinate to the lien of any and all mortgages or deed of trust
that may be recorded against Landlord's interest in the Premises after the
Effective Date of the Lease (collectively "Future Encumbrance(s)"), provided the
mortgagee or beneficiary of any such Future Encumbrance ("Encumbrancer")
executes and delivers to Tenant a Subordination, Non-Disturbance and Attornment
Agreement ("SNDA") that satisfies the requirements of this Section 15.2. Upon
the written request of Landlord, Tenant shall execute and deliver a SNDA in a
form reasonably acceptable to Landlord, Tenant, and Encumbrancer, and
subordinating Tenant's interest in the Premises to Future Encumbrances recorded
after the Effective Date of this Lease, subject to satisfaction of the following
requirements: the SNDA must provide that (a) so long as Tenant is not in default
beyond the period of notice and opportunity to cure provided in this Lease at
the date of any foreclosure or trustee sale, and (b) so long as Tenant attorns
to the Encumbrancer, then (i) this Lease shall not terminate by reason of such
foreclosure or trustee sale; (ii) Tenant's possession of the Premises shall not
be disturbed; (iii) the Encumbrancer, upon foreclosure or the occurrence of a
trustee sale, or its successors and assigns, including without limitation any
successful bidders at any such foreclosure or trustee sale ("Successors or
Assigns"), shall recognize Tenant and all of Tenant's rights under this Lease
and shall be obligated to fully and completely perform Landlord's duties and
obligations under this Lease arising from and after the date of such foreclosure
or trustee sale; (iv) the Encumbrancer or its Successors and Assigns upon
foreclosure or the occurrence of a trustee sale shall agree that the net
proceeds arising from casualty or condemnation loss to the Premises shall be
available to Tenant for restoration of the Improvements in accordance with
Article 14; and (v) the Encumbrancer shall not name Tenant in any foreclosure
proceeding, unless required by law.

         As part of the SNDA to be executed by Tenant, Tenant shall agree to
provide to the Encumbrancer (simultaneously with notice to Landlord) notice of
Landlord's defaults and the same periods to cure such defaults as those provided
Landlord in Section 16.3 and, provided that Landlord has provided Tenant with
the name and contact information for such Lender, that no notices to Landlord
shall be effective unless given to such Lender. Additionally, the SNDA may
contain such other provisions reasonably acceptable to Tenant as are typically
found in SNDAs with institutional lenders. Tenant shall not be required to
execute an SNDA that waives or alters its rights and entitlements or increase
its obligations under this Lease. A form SNDA acceptable to Tenant is attached
hereto as Exhibit "G".

         15.3     Security Instruments. Upon the earlier to occur of (i) thirty
(30) days following the Effective Date or (ii) the first date on which Tenant
is authorized to commence Tenant's Work hereunder, Landlord shall obtain and
deliver to Tenant a non-disturbance agreement ("Non-Disturbance Agreement") from
the

                                      -21-
<PAGE>

lienholder(s) (e.g. beneficiary, mortgagee, etc.) of all mortgage(s) or deed(s)
of trust or similar instrument(s) encumbering the Premises and/or Common Area,
which encumbrance existed on or prior to the recordation of the Memorandum,
providing the assurances set forth in Section 15.2. Tenant shall have no
obligation to commence construction on the Premises or payment of Rental or any
other sum due under this Lease until Tenant has received all Non-Disturbance
Agreements required by this Section 15.3 and any similar agreement(s) required
by Section 15.4. If Tenant does not receive a Non-Disturbance Agreement required
by this Section 15.3 within the specified time, and if all other contingencies
have been satisfied, Tenant may either: (a) extend the Commencement Date and the
time for Tenant's performance of any duty, obligation or liability hereunder
until such time as Landlord delivers to Tenant the required Non-Disturbance
Agreement(s), or (b) terminate this Lease without further liability.

         15.4     Master Lessor. In the event Landlord is or becomes the tenant
under the terms of any underlying Lease (the "Master Lease"), Landlord covenants
and agrees that within sixty (60) days after the Effective Date it shall obtain
from the lessor under such Master Lease (the "Master Lessor") an agreement in
form and content acceptable to Tenant and Landlord, which provides that so long
as Tenant is not in default hereunder, the Master Lessor shall not disturb
Tenant's use and possession of the Premises upon the default by Landlord herein
under the Master Lease or upon termination of the Master Lease for any other
reason, so lone as Tenant agrees to attorn to said Master Lessor. In the event
Landlord fails to provide Tenant with such an acceptable agreement within the
sixty (60) day time limit, Tenant may terminate this Lease as provided for in
Section 15.3.

         15.5     Leasehold Financing. This Section 15.5 will apply when Tenant
provides Landlord with notice of an assignment of this Lease to a lender
("Tenant's Lender") as security for an indebtedness with the identity of and
address for notices to Tenant's Lender and a request by Tenant's Lender for all
notices to Tenant pursuant to this Lease be also given to Tenant's Lender.
Thereafter, no notice to Tenant will be effective, unless the notice is also
given concurrently to Tenant's Lender. In addition to any other rights granted
to Tenant under this Lease, including without limitation this Article 15 and
Section 8.4, Tenant shall have the right to mortgage and otherwise encumber its
leasehold estate and its Improvements, and other property located on the
Premises (as well as all other rights and easements granted to Tenant under this
Lease), and such mortgage or encumbrance, and any sale, conveyance, or
assignment pursuant thereto (whether by foreclosure or conveyance in lieu
thereof) shall be deemed permitted assignments of this Lease.

         Provided Tenant is not in breach under this Lease beyond the applicable
cure period, Landlord will agree not to change or accept the surrender of this
Lease by Tenant, without the consent of Tenant's Lender.

         If Tenant fails to cure a default after due notice, Tenant's Lender
shall, within five (5) days after end of the applicable grace period, have the
right to give Landlord notice of the election of Tenant's Lender to undertake to
cure all defaults of Tenant. If Tenant's Lender makes an election to cure,
lender shall: (a) promptly begin performance of all the obligations of Tenant
that Tenant's Lender is reasonably able to perform; and (b) begin and diligently
pursue all steps necessary to obtain possession of the Premises by foreclosure
or otherwise. Landlord will suspend the exercise of the remedies of Landlord
during the time lender is performing the foregoing.

         In the event the interest of Tenant in this Lease is terminated by
Tenant's Lender or as a result of rejection of this Lease by a bankruptcy
trustee, Landlord shall, on the request of Tenant's Lender, recognize Tenant's
Lender as the tenant of the Premises and enter into a new Lease with Tenant's
Lender on the same provisions contained in this Lease. Upon foreclosure,
Tenant's Lender may, without consent of Landlord, assign this Lease to a third
party that assumes and agrees to perform all of the obligations of Tenant, in
which case Tenant's Lender shall be automatically released from further
responsibility under this Lease. The assignee may use the Premises for any
lawful purpose, subject to all other provisions of this Lease.

                                   ARTICLE 16
                                     DEFAULT
                                     -------

         16.1     "Event of Default" Defined. Any one or more of the following
events shall constitute an "Event of Default":

                  (a)      Tenant shall fail to pay Rental or other charges on
or before the same becomes due hereunder, and such failure continues for five
(5) business days after written notice from Landlord thereof;

                                      -22-
<PAGE>

                  (b)      Tenant shall fail to perform or observe any other
term or condition contained in this Lease for thirty (30) days after written
notice from Landlord thereof unless such default is of such a nature that it
cannot be cured within such thirty (30) day period, in which event no Event of
Default shall occur so long as Tenant shall commence the curing of the default
within such thirty (30) day period and shall thereafter promptly and diligently
prosecute the curing of the same to completion;

                  (c)      Tenant shall vacate or abandon the Premises within
the meaning of California Civil Code Section 1951.3; and

                  (d)      Except as otherwise provided by applicable law, if
the estate hereby created shall be taken on execution or by other process of
law, or if Tenant shall be judicially declared bankrupt or insolvent according
to law, or if any assignment shall be made of the property of Tenant for the
benefit of creditors, or if a receiver, guardian, conservator, trustee in
involuntary bankruptcy or other similar officer shall be appointed to take
charge of all or any substantial part of Tenant's property by a court of
competent jurisdiction, or if a petition shall be filed for the reorganization
of Tenant under any provisions of a law now or hereafter enacted, and such
proceeding is not dismissed within sixty (60) days after it is begun, or if
Tenant shall file a petition for such reorganization, or for arrangements under
any provisions of such laws providing a plan for a debtor to settle, satisfy or
extend the time for the payment of debts.

         16.2     Remedies. On the occurrence and during the continuance of any
Event of Default hereunder (after giving effect to any applicable cure periods),
Landlord may, at any time thereafter, with or without notice or demand and
without limiting Landlord in the exercise of any right or remedy which Landlord
may have:

                  (a)      Terminate Tenant's right to possession of the
Premises 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 have the immediate right to re-enter the Premises and
remove all persons and property and such property may be removed and stored in a
public warehouse or elsewhere at the cost of, and for the account of Tenant, all
without service of notice or resort to legal process and without being deemed
guilty of trespass, or becoming liable for any loss or damage which may be
occasioned thereby; and Landlord shall be entitled to recover from Tenant all
damages incurred by Landlord by reason of Tenant's default, including (i) the
worth at the time of the award of all Monthly Base Rent, Additional Rent and
other charges which were earned or were payable at the time of the termination;
(ii) the worth at the time of the award of the amount by which the unpaid
Monthly Base Rent, Additional Rent and other charges which would have been
earned or were payable after termination until the time of the award exceeds the
amount of such rental loss that Tenant proves could have been reasonably
avoided; (iii) the worth at the time of the award of the amount by which the
unpaid Monthly Base Rent, Additional Rent and other charges which would have
been payable for the balance of the term after the time of award exceeds the
amount of such rental loss that Tenant proves could have been reasonably
avoided; (iv) any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenant's failure to perform its obligations
under this Lease or which in the ordinary course of things would be likely to
result therefrom whether provided by this Lease or allowed by applicable law,
including, but not limited to, any costs or expenses incurred by Landlord in
maintaining or preserving the Premises after such default, the cost of
recovering possession of the Premises, expenses of reletting, including
necessary renovation or alteration of the Premises, Landlord's reasonable
attorneys' fees, and any real estate commissions or other such fees paid or
payable; and (v) at Landlord's election, such other amounts in addition to or in
lieu of the foregoing as may be permitted by applicable California law from time
to time. As used in subparts (i) and (ii) above, "the worth at the time of the
award" is computed by allowing interest on unpaid amounts at the rate of fifteen
percent (15%) per annum, or such lesser amount as may then be the maximum lawful
rate. As used in subpart (iii) above, the "worth at the time of the award" is
computed by discounting such amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of the award, plus one percent (1%). If Tenant
shall have abandoned the Premises, Landlord shall have the option of (i)
retaking possession of the Premises and recovering from Tenant the amount
specified in this Section 16.2(a), or (ii) proceeding under Section 16.2(b);

                  (b)      Maintain Tenant's right to possession, in which case
this Lease shall continue in effect whether or not Tenant shall have abandoned
the Premises. In such event, Landlord shall be entitled to enforce all of
Landlord's rights and remedies under this Lease, including the right to recover
the rent as it becomes due hereunder. Tenant acknowledges that Landlord has the
remedy described in California Civil Code Section 1951.4 in

                                      -23-
<PAGE>

that Landlord may continue the Lease in effect after Tenant's breach and
abandonment and recover rent as it becomes due:

                  (c)      Pursue any other remedy now or hereafter available to
Landlord under the laws or judicial decisions of the state in which the Premises
is located.

                  (d)      Tenant hereby expressly waives any and all rights of
redemption granted by or under any present or future laws in the event of Tenant
being evicted or dispossessed for any cause, or in the event of Landlord
obtaining possession of the Premises, by reason of the violation by Tenant of
any of the covenants or conditions of this Lease, or otherwise.

                  (e)      Landlord's exercise of any right or remedy shall not
prevent it from exercising any other right or remedy.

         16.3     Landlord's Default; Remedies.

                  (a)      Landlord shall be in default under this Lease if
Landlord fails to: (a) pay any obligation of Landlord under this Lease or any
mortgage, trust deed, judgment, assessment, tax or other encumbrance affecting
the Premises and to which this Lease is subordinate, within ten (l0) days after
receipt of notice from Tenant, any governmental authority, or the holder of such
mortgage, trust deed judgment or encumbrance, stating the obligation Landlord
has failed to pay; or (b) begin performing any other obligation of Landlord,
within thirty (30) days after receipt of notice from Tenant stating the
obligation Landlord has failed to perform, and diligently pursue completion of
the required performance. In the event of a default by Landlord, Tenant may pay
or perform any obligation of Landlord, in addition to the right to exercise all
other legal and equitable remedies of Tenant. If Tenant elects to pay or perform
any Landlord obligation, Landlord shall, upon demand, reimburse Tenant the full
amount paid or costs or expenses incurred by Tenant. If Landlord fails to
promptly reimburse Tenant, Tenant may deduct each month up to twenty percent
(20%) of the Rental to offset any such amounts to be reimbursed to Tenant until
Tenant is fully reimbursed. Notwithstanding the above, however, in the event
Tenant is owed any such reimbursement from Landlord and there does not then
exist sufficient remaining Term to allow Tenant to fully recover such
reimbursement, in such event Tenant shall be entitled to offset such
reimbursement owed on a prorated basis over the then remaining Term to the
extent necessary to recover any such reimbursement owed. In no event shall the
twenty percent (20%) limitation on monthly offset rights apply to Landlord's
Cash Allowance, which must be paid pursuant to the terms of Section 8.7. It is
specifically understood that Tenant shall at no time be obligated to make any
payment or perform any obligation of Landlord and that, if Tenant does make
payments or perform obligations of Landlord, no continuing obligation to do so
at any future time or times shall be created on the part of Tenant.

                  (b)      Notwithstanding the foregoing, in the event Landlord
in good faith disputes Tenant's right to offset, deduct or abate any monies from
Rental or other sums owed by Tenant to Landlord (except for Tenant's right to
receive Landlord's Cash Allowance), Landlord shall have the right within the
fifteen (15) day period following Tenant's notice to Landlord of Landlord's
default, to institute a reference proceeding in accordance with the provisions
set forth below to resolve such dispute. Pending the resolution of such
dispute, Tenant shall not be entitled to offset any monies from Rental or other
sums owed by Tenant to Landlord if Landlord so exercises this right. If it is
determined pursuant to such reference proceeding that Tenant was entitled to
recover or offset of any money from Rental or other sums owed by Tenant to
Landlord, Tenant shall be entitled to the payment of all such money from
Landlord as follows. Within fifteen (15) days following such a determination,
Landlord shall pay to Tenant the amount owed to Tenant as determined by the
referee together with interest thereon at the Interest Rate from the date
Landlord so exercised its right to submit the matter to reference. In the event
Landlord fails to make such payment within such fifteen-day period in full or
in part, Tenant shall be entitled to offset or abate the amount so owed from
Rental and other sums next coming due to Landlord under this Lease.

                  (c)      Any dispute between Landlord and Tenant which is to
be resolved by a reference proceeding pursuant to the provisions of this Lease
shall be resolved by a proceeding in accordance with the provisions of
California Code of Civil Procedure Sections 638, et seq. (or any similar
successor statute) for a determination to be made which shall be binding upon
the parties as if tried before a court or jury. The parties agree specifically
as to the following:

                                      -24-
<PAGE>

                           (i)      Within five (5) business days after service
of a demand by a party hereto, the parties shall agree upon a single referee who
shall then try all issues, whether of fact or law, and then report a finding and
judgment thereon. If the parties are unable to agree upon a referee, either
party may seek to have one appointed, pursuant to California Code of Civil
Procedure Section 640 (or any similar successor statute), by the presiding judge
of the Solano County Superior Court.

                           (ii)     The compensation of the referee shall be
such charge as is customarily charged by the referee for like services. The cost
of such proceedings shall initially be borne equally by the parties. However,
the prevailing party in such proceedings shall be entitled, in addition to all
other costs, to recover its contribution for the cost of the referee as an item
of damages and/or recoverable costs.

                           (iii)    If a reporter is requested by either party,
then a reporter shall be present at all proceedings, and the fees of such
reporter shall be borne by the party requesting such reporter. Such fees shall
be an item of recoverable costs. Only a party shall be authorized to request a
reporter.

                           (iv)     The referee shall apply all California Rules
of Procedure and Evidence and shall apply the substantive law of California in
deciding the issues to be heard. Notice of any motions before the referee shall
be given, and all matters shall be set at the convenience of the referee.

                           (v)      The referee's decision under California Code
of Civil Procedure Section 644 shall stand as the judgment of the court, subject
to appellate review as provided by the laws of the State of California.

                           (vi)     The parties agree that they shall in good
faith endeavor to cause any such dispute to be decided within ninety (90) days.
The date of hearing for any proceeding shall be determined by agreement of the
parties and the referee, or if the parties cannot agree, then by the referee.

                           (vii)    The referee shall have the power to award
damages and other relief.

                                   ARTICLE 17
                        LANDLORD'S ACCESS TO THE PREMISES
                        ---------------------------------

         17.1     Landlord's Right of Access. Subject to Tenant's security
procedures, Landlord and its agents will have access to the Premises during
Tenant's normal business hours upon reasonable notice or with the consent of the
store manager for the following purposes: (i) to inspect the Premises to
ascertain if the Premises are in good repair (provided that, so long as no Event
of Default has occurred and is continuing, Landlord may conduct no more than two
such inspections in any calendar year); (ii) to make repairs to the Premises
that Landlord is required or permitted to make under the Lease or applicable
Laws; (iii) to perform work necessary to prevent waste or deterioration of the
Premises if Tenant fails to repair and maintain the Premises as required under
the Lease; or (iv) to show the Premises to potential lenders, buyers or tenants
of the Premises. Landlord will conduct its activities in the Premises in this
Section 17.1 in a manner that will cause the least possible inconvenience,
annoyance or disturbance to Tenant.

         17.2     Access During the Last Month of Term. If during the last month
of the Term, Tenant shall have removed all of Tenant's Personalty therefrom,
Landlord may immediately enter and alter, renovate and redecorate the Premises,
without elimination or abatement of Rental, or incurring liability to Tenant for
any compensation, and such acts shall have no effect upon otherwise applicable
terms of this Lease.

                                   ARTICLE 18
                                  MISCELLANEOUS
                                  -------------

         18.1     Waiver. Failure on the part of Landlord or Tenant to complain
of any action or non-action on the part of the other, no matter how long the
same may continue, shall never be a waiver by Landlord or Tenant of its rights
hereunder. Further, no waiver at any time of any of the provisions hereof by
Landlord or Tenant

                                      -25-
<PAGE>

shall be construed as a waiver of any of the other provisions hereof, and a
waiver at any time of any of the provisions hereof shall not be construed as a
waiver at any subsequent time of the same provisions. The consent or approval of
Landlord or Tenant to or of any action by the other requiring such consent or
approval shall not be construed to waive or render unnecessary Landlord's or
Tenant's consent or approval to or of any subsequent similar act by the other.

         18.2     Covenant of Quiet Enjoyment. Subject to the terms and
provisions of this Lease and so long as no Event of Default shall have occurred
and be continuing, Landlord warrants and covenants and agrees that Tenant, may
quietly have, hold, and enjoy the Premises during the Term.

         18.3     Brokerage. Except as otherwise disclosed in Section 1.1,
Tenant and Landlord warrant and represent to each other that they have not
dealt with any broker in connection with the consummation of this Lease, and, in
the event of any brokerage claims by parties, other than the brokers so
disclosed, against the indemnified party from any other party predicated upon
dealings with the indemnifying party, the indemnifying party agrees to defend
the same and indemnify the other against any such claim.

         18.4     Invalidity of Particular Provisions. If any term or provision
of this Lease, or the application thereof, to any person or circumstances shall,
to any extent, be invalid or unenforceable, the remainder of this Lease, or the
application of such term or provisions to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Lease shall be valid and be
enforced to the fullest extent permitted by law.

         18.5     Provisions Binding, Etc. Except as herein otherwise expressly
provided, the terms hereof shall be binding upon and shall inure to the benefit
of the successors and assigns, respectively, of Landlord and Tenant and, if
Tenant shall be an individual, upon and to his heirs, executors, administrators,
legal representatives, successors and assigns. Each term and each provision of
this Lease to be performed by Tenant shall be construed to be both a covenant
and a condition. The reference contained to the successors and assigns of Tenant
is not intended to constitute a consent to assignment by Tenant, but has
reference only to those instances in which Landlord may later give consent to a
particular assignment as required by the provisions of this Lease. If Tenant is
several persons, natural or corporate, the liability of such persons for
compliance with the obligations of Tenant under this Lease shall be joint and
several.

         18.6     Recording. Tenant agrees not to record this Lease, but upon
the Effective Date, the parties shall execute a Memorandum of Lease in the form
attached hereto as Exhibit "H". In no event shall such document set forth the
Rental or Additional Rental payable by Tenant under this Lease; and any such
document shall expressly state that it is executed pursuant to the provisions
contained in this Lease, and is not intended to vary the terms and conditions of
this Lease.

         18.7     Notices. Any notice, demand, request, approval, consent or
other instrument which may be or is required to be given under this Lease shall
be in writing and shall be deemed to have been given three (3) days after having
been mailed by United States registered or certified mail, return receipt
requested, postage prepaid, or when received or refused, if sent by overnight
courier or delivery service or by personal delivery to the address of a party
received or refused by an individual over eighteen years of age, addressed to
Landlord or Tenant at the respective addresses set forth in Section 1.1 or such
other address or addresses as either party may designate by notice to the other
in accordance with this Section 18.7, provide any change in address shall
include a street address for personal delivery. Notices to Tenant shall be sent
to the attention of [Vice President and General Counsel with a copy to the
attention of Lease Administrator].

         18.8     Effective Date. The submission of this document for
examination and negotiation does not constitute an offer to lease, or a
reservation of, or option for, the Premises, and this document shall become
binding only upon the execution and delivery hereof by both Landlord and Tenant
as of the effective date noted above their signatures (the "Effective Date").
All negotiations, consideration, representations and understandings between
Landlord and Tenant are incorporated herein and may be modified or altered only
by written agreement signed by both Landlord and Tenant, and no act or omission
of any employee or agent of Landlord or course of prior dealings between the
parties, shall alter, change or modify any of the provisions hereof. This Lease
may be executed in more than one counterpart, and each such counterpart shall be
deemed to be an original document.

                                      -26-
<PAGE>

         18.9     Interpretation.

                  (a)      All captions, table of contents and index of defined
terms appearing in this Lease are inserted only as a matter of convenience and
in no way amplify, define, construe or describe the scope or intent of this
Lease. Except where otherwise expressly provided, each reference in this Lease
to a Section, Article or Exhibit shall mean the referenced Section, Article or
Exhibit of this Lease.

                  (b)      The neuter, feminine or masculine pronoun when used
herein shall each include each of the other genders and the use of the singular
shall include the plural. All terms defined in this Lease in the single form
shall have comparable meanings when used in the plural form and vice versa.

                  (c)      The parties hereto agree that all the provisions of
this Lease are to be construed as covenants and agreements as though the words
importing such covenants and agreements were used in each separate provision
hereof.

                  (d)      Although the printed sections of this Lease may have
been drawn by Tenant, this Lease shall not be construed for or against Landlord
or Tenant, but this Lease shall be interpreted in accordance with the general
tenor of the language in an effort to reach the intended result.

                  (e)      The parties hereto agree that all references in this
Lease to statutes shall be deemed to refer to such statutes or regulations as
they may be amended from time to time and to any successor statute or regulation
hereto.

         18.10    Self-Help. Landlord shall have the right, but shall not be
required, to pay such sums or do any act which requires the expenditure of
moneys which may be necessary or appropriate by reason of the failure or neglect
of Tenant to perform any of the provisions of this Lease following notice and
the expiration of applicable notice and/or grace periods, and in the event of
the exercise of such right by Landlord, Tenant agrees to pay to Landlord
forthwith upon demand all such reasonable sums, with interest thereon from the
date Landlord pays such sums at the Interest Rate; and if Tenant shall default
in such payment, Landlord shall have the same rights and remedies as Landlord
has hereunder for the failure of Tenant to pay Rental.

         18.11    No Joint Venture. Any intention to create a joint venture or
partnership relation between the parties is hereby expressly disclaimed.

         18.12    Unavoidable Delay. In the event that either party hereto shall
be delayed or hindered in or prevented from the performance of any act required
hereunder by reason of strikes, lockouts, inability to procure labor or
materials, failure of power, restrictive governmental laws or regulations,
riots, insurrection, war, fire or other casualty or other reason of a similar
nature beyond the reasonable control of the party delayed in performing work or
doing the act required under the terms of this Lease, then performance of such
act shall be excused for the period of the delay and the period from the
performance of any such act shall be extended for a period equivalent to the
period of such delay (any such delay is herein referred to as an "Unavoidable
Delay"). During the period of performance of Tenant's Work in Section 3.1 above,
the provisions of this Section 18.12 shall not operate to excuse Tenant from
completing construction of the Premises within the Time Estimated for Completion
of Tenant's Work unless Tenant gives written notice of the delaying event to
Landlord within five (5) business days of the occurrence of such delaying event.
Such written notice shall specify the nature of the delaying event and the
number of days of delay claimed to be resulting therefrom. The Time Estimated
for Completion of Tenant's Work shall be extended for a period equivalent to the
period of actual delay. After the Commencement Date, the provisions of this
Section 18.12 shall not operate to extend the Term. Tenant shall not be excused
from its obligations under the Lease because of the condition of the market for
rental space or because of any other market conditions affecting only price.
This Section 18.12 shall not be applicable to Tenant's obligations to pay Rental
or any other sums, money, costs, charges or expenses required to be paid by
Tenant hereunder; i.e., delays or failures to perform on the part of Tenant
resulting from its lack of funds shall not be deemed to be an Unavoidable Delay.
If the time limit for any event to be performed by one party hereunder is
extended as a result of an Unavoidable Delay (a "Delayed Event"), then the time
limit imposed on the other party with respect to providing notice of such
Delayed Event or of such other party's election of options with respect thereto,
shall be extended for a time period equivalent to such Unavoidable Delay.

                                      -27-
<PAGE>

         18.13    Applicable Law; Choice of Law and Forum. The laws of the state
in which the Premises are located shall govern the validity, performance and
enforcement of this Lease. If either party institutes legal suit or action for
enforcement of any obligation contained herein, it is agreed that the venue of
such suit or action shall be the county in which the Premises are located, or
the United States District Court having jurisdiction over such county. Landlord
and Tenant hereby waive trial by jury in any action, proceeding or counterclaim
brought by either party against the other or any matter whatsoever arising out
of or in any way connected with this Lease, the relationship of Landlord and
Tenant created hereby, Tenant's use or occupancy of the Premises, and/or any
claim for injury or damage. In the event Landlord commences any action or
proceeding for nonpayment of Rental, Tenant shall not interpose any counterclaim
of any nature or description, other than a compulsory counterclaim, in any
action or proceeding. The foregoing shall not be constructed as a waiver of
Tenant's right to assert such claim in a separate action or proceeding
instituted by Tenant.

         18.14    Landlord Representations and Warranties. The following
representations and warranties are made for the benefit of Tenant:

                  (a)      If Landlord is a corporation, Landlord represents and
warrants that Landlord is duly organized, validly existing, in good standing in
the state of its incorporation, and has all requisite power and authority to own
and lease property and conduct business in the state where the Premises are
located, and each individual executing this Lease on behalf of Landlord is duly
authorized to execute and deliver this Lease on behalf of Landlord;

                  (b)      If Landlord is a partnership, each individual
executing this Lease represents and warrants that he or she is duly authorized
to execute and deliver this Lease on behalf of the partnership, and that the
persons who have executed this Lease on behalf of the partnership are all of
the partners whose signatures are necessary to bind the partnership;

                  (c)      If Landlord is an individual or individuals, each
individual executing this Lease represents and warrants that he or she is duly
authorized to execute and deliver this Lease;

                  (d)      If more than one person is Landlord, they represent
and warrant that the obligations of such persons as Landlord are joint and
several;

                  (e)      Landlord represents and warrants that this Lease is
binding on Landlord in accordance with its terms;

                  (f)      Landlord represents and warrants that Landlord is the
fee owner of the Premises;

                  (g)      Landlord represents and warrants to the best of its
knowledge, except as otherwise disclosed to Tenant in writing, that there are no
provisions, including any limiting or conflicting exclusive rights, restrictions
or prohibitions, contained in the leases of other tenants in the Project, or
elsewhere that would adversely affect or prohibit the construction of Tenant
Improvements, the conduct of Tenant's Permitted Use, or Tenant's exercise of its
Exclusive Use pursuant to Section 4.2 on the Premises, or prohibit Tenant's
right to use the Outdoor Cafe Seating Area, depicted on Exhibit "A", pursuant to
Section 1.1; and

                  (h)      Landlord represents and warrants that Landlord has no
actual knowledge except as otherwise disclosed to Tenant in writing of (i)
enacted, pending or proposed condemnation proceedings or other governmental
action, (ii) pending or threatened litigation, (iii) current or proposed plans
to alter access to the Premises, or (iv) the presence on the Premises or the
Project of (A) anything dangerous to humans, which would adversely affect the
construction of Tenant Improvements or the conduct of Tenant's Permitted Use on
the Premises or (B) any Hazardous Materials.

         18.15    Tenant Representations and Warranties. The following
representations and warranties are made for the benefit of Landlord:

                  (a)      Tenant represents and warrants that Tenant is duly
organized, validly existing, in good standing in the state of its incorporation,
and has all requisite power and authority to own and lease property

                                      -28-
<PAGE>

and conduct business in the state where the Premises are located, and that each
individual executing this Lease on behalf of Tenant is duly authorized to
execute and deliver this Lease on behalf of Tenant; and

                  (b)      Tenant represents and warrants that this Lease is
binding on Tenant in accordance with its terms.

         18.16    Estoppel Certificates. Each party within twenty (20) days
after receipt of written notice from the other party will execute and deliver to
the other party a commercially reasonable estoppel certificate stating that this
Lease is unmodified and in full force and effect, or in full force and effect as
modified, and stating the modifications and that there are no defaults under the
Lease, or stating the default and the nature thereof if defaults are claimed.
The estoppel certificate also will state the amount of Rental and the dates to
which the Rental has been paid in advance. Failure to deliver the estoppel
certificate within twenty (20) days will be conclusive upon the party failing to
deliver the estoppel certificate for the benefit of the party requesting the
estoppel certificate and any successor to the party requesting the estoppel
certificate, that this Lease is in full force and effect and has not been
modified except as may be represented by the party requesting the estoppel
certificate. Execution of the estoppel certificate will not constitute a waiver
of claims by either party with respect to any default under this Lease if the
party executing the estoppel certificate is not aware of the default.

         18.17    Antennae Roof Rights. Tenant shall have the right to install
and maintain on the roof of the building of the Premises not more than [two (2)]
antennae and/or satellite dishes (which dishes shall be between [one foot and
ten feet in diameter and up to fifteen square feet at the base]) as necessary
for Tenant's communications and data transmission network, and equipment to meet
Tenant's excess HVAC needs, if any; provided, however, Tenant shall use
commercially reasonable efforts to cause such antennae and/or satellite dishes
not to be visible from the street. Tenant shall also have the right to install
and remove, at its sole cost and expense, the cabling and conduit reasonably
necessary to connect the rooftop satellite dishes and equipment to Tenant's
equipment on and within the Premises in locations subject to Landlords'
approval. The installation and any costs relating thereto, and the maintenance,
repair, insurance obligations and liability, with respect to such equipment and
dishes, shall be borne completely by Tenant and Tenant shall be responsible to
repair any and all damages resulting or arising from Tenant's installation,
maintenance or use of such equipment and shall be responsible not to invalidate
any roof warranty of Landlord as a result of such work. Tenant shall indemnify,
defend and hold Landlord harmless from and against any and all claims, costs
(including attorney fees and costs) damages and expenses resulting or arising in
any manner whatsoever as a result of its use of said roof other than those
arising as a result of the negligence or misconduct of Landlord or its agents or
employees.

         18.18    Riders. Exhibits "A", "A-1", "B", "C", "D", "E", "F", "G",
"H", and "I" are attached hereto are hereby made a part hereof.

         18.19    Transfer of Landlord's Interest. If Landlord's interest in the
Premises is sold or conveyed, other than pursuant to a mortgage or transfer for
security purposes only, Landlord will be relieved of all obligations and
liabilities accruing on the part of Landlord after the date the sale is
consummated. Landlord will not be relieved of any obligation under this Lease if
such sale or transfer occurs prior to the completion of construction of the
Premises and the satisfaction of all conditions hereto which are the obligation
of Landlord to satisfy in connection with the construction of the Premises,
including without limitation, payment of Landlord's Cash Allowance.

         18.20    IN WITNESS WHEREOF, the parties have caused this Lease to be
effective as of October __, 2004.

                                      -29-
<PAGE>

                                          LANDLORD: JLC CONTRACTING, INC., a
                                          California corporation


                                          By: /s/ [ILLEGIBLE]
                                              ----------------------------------
                                          Print Name: [ILLEGIBLE]
                                                     ---------------------------
                                          Title: CEO
                                                --------------------------------


                                          TENANT:  THE YOLO COMMUNITY BANK, a
                                          California corporation


                                          By:
                                              ----------------------------------
                                          Print Name:
                                                     ---------------------------
                                          Title:
                                                --------------------------------

                                      -30-
<PAGE>

                                   EXHIBIT "A"
                                    FAIRFIELD
                                PLAN OF PREMISES



                               [GRAPHIC OMITTED]
<PAGE>

                                  EXHIBIT "A-1"

                            PROJECT LEGAL DESCRIPTION
                            -------------------------



                                      A-1
<PAGE>

                                   EXHIBIT "B"

                         DESCRIPTION OF LANDLORD'S WORK
                         ------------------------------


I.    Landlord's Work Described: Landlord's Work means all improvements shown on
those plans entitled "[ILLEGIBLE TEXT]" dated 1/1, 2004, prepared by Kyoob
Design, together with all of the items listed below in subsections (A) and (B),
and included in the Landlord's Proposal attached hereto as Schedule B-1 as the
scope of work dated July 23, 2004. Landlord will complete all of the Landlord's
Work by the date specified as the Scheduled Delivery Date in Section 1.1 of the
Lease and in accordance with Tenant's plans for the Premises at Landlord's sole
cost and expense, using all new, first-class quality equipment and materials
prior to delivering possession of the Premises to Tenant. Landlord warrants that
any item of Landlord's Work identified as "Existing" is present in the Premises
as of the date hereof and will be upgraded, refurbished or replaced so that it
is in good repair and working condition for at least five (5) years after the
Commencement Date:

                  A.       Common Area Work: All driveway approaches, surfacing
paving, curbs, curb-cuts, bumpers, street signs, gutters, concrete work,
sidewalks, landscaping, and internal access roads and paved parking area(s) as
shown on the Site Plan. Parking for the Project shall include and be sufficient
to satisfy the required number of parking stalls required by the applicable
zoning or parking code for the City/County where the Premises is located.

                  B.       Other Governmental Required Work. All other
improvements located on or off of the Project as may be required, imposed or
accepted by any governmental entity, including but not limited to the
City/County, as applicable, where the Premises is located as a condition of or
in connection with the opening Tenant's store on the Premises.

II.   Landlord's Representation, Warranties and Covenants. Landlord hereby
represents, warrants and covenants to Tenant as an inducement to Tenant to enter
into the Lease as follows:

                  A.       When completed, Landlord's Work shall be free from
liens or materialmen, contractors, subcontractors, laborers, and all other
mechanics' liens. Prior to or on the Commencement Date, Landlord shall provide
Tenant with copies of lien releases from all materialmen, contractors,
subcontractors, laborers, and other applicable entities or individuals that
Landlord hired to perform Landlord's Work or any portion thereof;

                  B.       Landlord's Work shall be constructed, installed, and
completed in accordance with all applicable Laws (including building codes and
the ADA), and permits;

                  C.       Landlord shall cooperate and coordinate with Tenant's
architect with respect to the improvements being made by Landlord on the
Premises;

                  D.       Landlord shall construct or cause to be constructed
all improvements covered by this Exhibit in a good and workmanlike manner;

                  E.       Landlord shall obtain all permits for Landlord's Work
and shall have all necessary building code inspections completed prior to
delivering possession of the Premises to Tenant;

                  F.       After reasonable notice, Tenant's construction
manager or its designated representative may enter upon the Premises during
construction of Landlord's Work to inspect the progress and to determine if
Landlord's Work is being completed in accordance herewith and Tenant's standards
and plans and whether the work is progressing on schedule. Landlord and Tenant
shall cooperate to ensure that the completed work is acceptable to Tenant;

III.  No Substantial Work Deviations. No substantial deviations or changes shall
be made or permitted in connection with the Landlord's Work without the prior
written consent and approval of Tenant.

                                      B-1
<PAGE>

IV.   No Waiver. If Tenant takes possession of the Premises prior to the date
on which Landlord's Work has been Substantially Completed, no such entry into
possession shall be deemed to be a waiver by Tenant of any of Landlord's
obligations to complete Landlord's Work as specified herein.

V.    Evidence of Construction Funds. Prior to commencing construction of
Landlord's Work, Landlord shall deliver evidence reasonably satisfactory to
Tenant that Landlord has or shall have the ability to pay or advance the total
costs of Landlord's Work specified in this Exhibit to the Lease. Landlord's
failure to so provide such evidence shall entitle Tenant to terminate this
Lease upon fifteen (15) days notice, provided that if such evidence is
produced during said 15-day period the Lease shall not be deemed terminated.

VI.   Parties Obligations Upon Delivery of Possession. Upon delivery of
possession of the Premises to Tenant, Tenant shall inspect the Premises to
determine whether Landlord's Work has been completed. If Landlord's Work has
been completed in accordance with the terms of the Lease and Tenant's plans and
specifications, then Tenant's construction manager shall indicate on the notice
attached as Exhibit "D" that Tenant has accepted Landlord's Work. If Landlord's
Work has not been completed according to the terms of the Lease and Tenant's
plans and specifications, then Tenant shall indicate which items were not
completed and shall indicate whether (a) Tenant elects to accept possession of
the Premises without requiring completion of Landlord's Work by Landlord (in
which case Tenant may complete such items as if they were originally intended to
be completed by Tenant at Landlord's expense); or (b) Tenant refuses to accept
possession of the Premises until Landlord's Work is Substantially Completed
correctly.

VII.  Builders' Risk Insurance. Until Landlord's Work is completed, Landlord
shall carry and maintain, or cause its general contractor to carry and maintain,
Builder's All Risk insurance in amount reasonably estimated to cover the total
costs of Landlord's Work. Such insurance shall comply in all respects with and
be subject to the general policy requirements set forth in the Lease.]

                                      B-2
<PAGE>

                                  SCHEDULE B-1
                                  ------------

                                  SCOPE OF WORK
                                  -------------

                              JLC Contracting, Inc.
                                    Proposal
                         711 Jefferson Street, Fairfield

                                  July 23, 2004

Description              3663 square foot commercial retail/office space "warm
                         shell".  Inclusive; complete exterior finish, finished
                         common space lobby/stairwell.

Shell Preparation        o   Insulate, drywall, and fire tape all exterior walls
                         o   Sprinkler system prepped for ceiling drops
                         o   10-ton HVAC roof mount unit with plenum drops for
                             extension
                         o   Rough plumbing underground for restroom, janitor's
                             closet, and staff sink
                         o   Water meter and copper stub out
                         o   Electrical switchgear and 200-amp panel, 3-phase
                         o   Telco feed to building
                         o   Perimeter glazing at rear to accommodate `bank' use
                         o   Rear exit door
                         o   ATM area in lobby

Specific Amenities       o   Six (6) designated on-site parking spaces
                         o   Five (5) permitted off-site parking spaces
                         o   Formal request to the City of Fairfield for 20
                             minute parking zone in front of building

Terms                    o   Five (5) year lease with Five (5) year Tenant
                             option
                         o   3% increase every two years, 2.5%/yr if option is
                             exercised
                         o   3157 square feet @ $1.75 per foot
                         o   506 square feet common area @ $.85 per foot
                         o   $33,000 T_ allowance
                         o   60 day build-out time allowance
                         o   Tenant responsible for all utilities;  gas,
                             electricity, water, sewer, garbage, etc. and 1/2
                             utilities for common space
                         o   Lease to commence 1/1/05
                         o   Building to be complete and ready for occupancy on
                             1/1/05
<PAGE>

                                   EXHIBIT "C"

                          DESCRIPTION OF TENANT'S WORK
                          ----------------------------



    (To Be Attached or Referenced after Final Plans are Approved by Landlord)


                                      C-1
<PAGE>

                                   EXHIBIT "D"
                    FORM OF DECLARATION OF COMMENCEMENT DATE
                    ----------------------------------------

                       DECLARATION OF COMMENCEMENT DATE



                  This Declaration of Commencement Date ("Declaration") is
attached to and made a part of that certain Lease Agreement, dated 9/20, 2004
(the "Lease") by and between JLC Contracting, Inc., a California corporation
("Landlord"), and Yolo Community Bank, a California corporation ("Tenant"). The
terms used in this Declaration that are defined in the Lease shall have the same
meanings as provided in the Lease.

                  This Declaration is being provided pursuant to the terms and
provisions of the Lease. The parties to the Lease desire to confirm that the
following terms which are defined in the Lease shall have the meanings set forth
below for all purposes in the Lease:

                  The Rental Commencement Date is March 1, 2005.

                  The Lease Expiration Date is March 31, 2010.

                  This Declaration shall be binding on the parties hereto, their
successor and assigns and all subtenants of Tenant and any other party claiming
under or through Tenant. The Lease is in full force and effect as of the date
hereof in accordance with its terms, and Tenant is in possession of the
Premises.

WITNESS:                                 LANDLORD:  JLC CONTRACTING, INC., a
                                         California corporation


----------------------------------       By:   JLC Contracting, Inc.
/s/ John                                 Name: /s/ John L. [Illegible]
                                               ---------------------------------
                                         Title:       CEO
                                               ---------------------------------

WITNESS:                                 TENANT:  THE YOLO COMMUNITY BANK, a
                                         California corporation

                                         By:  [Illegible]
----------------------------------       Name: /s/ JOHN A. DIMICHELE
                                               ---------------------------------
                                         Title:     President/CEO
                                               ---------------------------------

                                      D-1
<PAGE>

                                   EXHIBIT "E"
                               INSURANCE COVERAGE
                               ------------------

         (a-1)   Commercial General Liability - Tenant
                 -------------------------------------

                 Bodily                              Injured                 and
                 Property Damage        $1,000,000   per occurrence
                                                     combined

                                        $1,000,000   general aggregate

                 Fire Legal Liability   $1,000,000   any one fire

         (a-2)   Commercial General Liability - Landlord
                 ---------------------------------------

                 Bodily                              Injured                 and
                 Property Damage        $1,000,000   per occurrence
                                                     combined

                                        $1,000,000   general aggregate

                 Fire Legal Liability   $1,000,000   any one fire

         (b)     Automobile Liability
                 --------------------

                 Bodily                              Injured                 and
                 Property Damage        $1,000,000   per accident

                 Hired                            and                  Non-Owned
                 Automobiles            $1,000,000

         (c)     Workers Compensation
                 --------------------

                 Workers Compensation:  STATUTORY

                                      E-1
<PAGE>

                                   EXHIBIT "F"

                               SIGNAGE RENDERINGS
                               ------------------

                                (To be attached)


                                      F-1
<PAGE>

                                   EXHIBIT "G"

         FORM OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
                                                               ---------

                  This Subordination, Non-Disturbance and Attornment Agreement
("Agreement") is dated this __________ day of __________, 200__ between
______________________, a __________________________ ("Lender") and The Yolo
Community Bank, a California corporation ("Tenant").

                                    RECITALS

                  A.       Tenant has entered into a certain lease (the "Lease")
dated ______, 200_ with ____________________ ("Landlord") of a portion of a
certain building commonly known as _______________________, ______________,
__________. The leased premises described in the Lease are hereinafter referred
to as the "Premises".

                  B.       A Memorandum/Notice of Lease dated __________, 200_
by and between Tenant and Landlord regarding the Lease is to be recorded with
the __________ County Registry.

                  C.       Lender has made a loan to Landlord, which loan is
secured by a mortgage and security agreement dated _______ 200__ (the
"Mortgage") to be recorded and an assignment of leases and rents dated ________
200__ (the "Assignment") to be recorded with said Registry both with respect to
the Premises (with the Mortgage, Assignment and the other documents executed by
Landlord in connection with such loan being hereinafter referred to as the "Loan
Documents").

                  For mutual consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:

                  1.       Tenant agrees that the lien of the Lease is and shall
be subject and subordinate to the lien of the Mortgage and to the lien of the
Assignment and to all renewals, amendments, modifications, consolidations,
replacements and extensions thereof, now or hereafter executed, to the full
extent of all amounts secured thereby, said subordination to have the same force
and effect as if the Mortgage, the Assignment, and such renewals, modifications,
consolidations, replacements and extensions thereof had been executed,
acknowledged, delivered and recorded prior to the Lease, and amendments or
modifications or any notice thereof. Provided, however, that the foregoing
subordination provision shall not be deemed or construed as limiting Tenant's
rights under the Lease and or Landlord's obligations thereunder, including
without limitation, the use of insurance proceeds and condemnation awards, and
notwithstanding any inconsistent provisions of the Mortgage with respect
thereto, such proceeds and awards shall be applied as set forth in the Lease.

                  2.       Lender agrees that Tenant shall not be named or
joined as a party defendant in any action, suit or proceeding which may be
instituted by Lender to foreclose or seek other remedies under the Mortgage or
the Assignment by reason of a default or event of default under the Mortgage or
the Assignment, unless applicable law requires Tenant to be made a party thereto
as a condition to Lender's proceeding against Landlord or prosecuting such
rights and remedies. Lender further agrees that, so long as Tenant is not in
default beyond any applicable grace period of any term, covenant or condition of
the Lease, in the event of any entry by Lender pursuant to the Mortgage, a
foreclosure of the Mortgage, or the exercise by Lender of any of its rights
under the Mortgage, Assignment, or any of the Loan Documents (a) Tenant's
possession of the Premises and Tenants rights and privileges under the Lease, or
any extensions or renewals thereof, shall not be diminished or interfered with
by Lender in the exercise of any of its rights under the Loan Documents or by
any party who acquires the Premises from Lender as a result of the exercise by
Lender of any such rights, and (b) Tenant's occupancy of the Premises shall not
be disturbed by Lender in the exercise of any of its rights under the Loan
Documents during the term of the Lease or any extensions or renewals thereof or
by any party who acquires the Premises from Lender as a result of the exercise
by Lender of any such rights.

                  3.       Tenant agrees that, in the event of a foreclosure of
the Mortgage by Lender, the acceptance of a deed in lieu of foreclosure by
Lender, or Lender's exercise of any of its rights under the Mortgage or

                                      G-1
<PAGE>
Assignment, Tenant will attorn to and recognize Lender as its landlord under the
Lease for the remainder of the term of the Lease (including all extension
periods which have been or are hereafter exercised) upon the same terms and
conditions as are set forth in the Lease, and Tenant hereby agrees to perform
all of the obligations of Tenant pursuant to the Lease.

Lease:

                  4.       Tenant agrees that, in the event Lender succeeds to
the interest of Landlord under the Lease:

                           (a)      Lender shall not be liable in damages for
any act or omission of any prior landlord (including Landlord), unless Lender
received notice of such act or omission and was given the same opportunity to
cure as is provided to Landlord under the terms of the Lease, and provided
nothing herein shall derogate from the obligation of Lender to perform all of
the obligations of Landlord pursuant to the Lease once Lender succeeds to the
interest of Landlord under the Lease;

                           (b)      Lender shall not be liable for the return of
any security deposit unless such security deposit is actually received by
Lender;

                           (c)      Lender shall not be bound by any rent or
additional rent which Tenant might have prepaid for more than one (1) month in
advance under the Lease (unless so required under the Lease);

                           (d)      Lender shall not be bound by any amendments
or modifications of the Lease (which has the effect of reducing rent, decreasing
the term or canceling the Lease prior to its expiration except as a result of
either the exercise of a right to terminate as set forth in the Lease or as
provided by law, or as a result of a default of landlord) made without the
consent of Lender, which consent shall not be unreasonably withheld, delayed or
conditioned; and

                           (e)      Lender shall not be subject to any offsets
or defenses which Tenant might have against any prior landlord (including
Landlord) except in cases where Tenant has given Lender written notice of the
event or circumstances giving rise to such damages, offsets or defenses and the
same period of time to cure as is provided to Landlord under the Lease.

                  5.       Lender hereby approves of, and consents to, the
Lease. Notwithstanding anything to the contrary contained in the Mortgage or the
Assignment, Tenant shall be entitled to use and occupy the Premises and exercise
all its rights under the Lease, and the Lease and Landlord's and Tenant's
performance thereunder shall not constitute a default under the Mortgage or
Assignment. Tenant agrees to give Lender a copy of any notice of default under
the Lease served upon Landlord at the same time as such notice is given to
Landlord.

                  6.       The terms and provisions of this agreement, shall be
automatic and self operative without execution of any further instruments on the
part of any other parties hereto. Without limiting the foregoing, Lender and
Tenant agree, within thirty (30) days after request therefor by the other party,
to execute an instrument in confirmation of the foregoing provisions, in form
and substance reasonably satisfactory to Lender and Tenant, pursuant to which
the parties shall acknowledge the continued effectiveness of the Lease in the
event of such foreclosure or other exercise of rights.

                  7.       Any notice to be delivered hereunder shall be in
writing and shall be sent registered or certified mail, return receipt
requested, postage prepaid, or overnight delivery by Federal Express, Purolator
Courier, United Parcel Service. U.S. Postal Service, Express Mail, or similar
overnight courier which delivers only upon signed receipt or the addressee, or
its agent. The time of the giving of any notice shall be the time or receipt
thereof by the addressee or any agent or the addressee, except that in the event
that the addressee shall refuse to receive any notice, or there shall be no
person available (during normal business hours) to receive such notice, the time
of giving notice shall be deemed to be the time of such refusal or attempted
delivery as the case may be. All notices addressed to Lender or Tenant, as the
case may be, shall be delivered to the respective addresses set forth opposite
their names below, or such other addresses as they may hereafter specify by
written notice delivered in accordance herewith:

                                       G-2
<PAGE>



            If to Tenant:    The Yolo Community Bank

                             ------------------------------

                             ------------------------------

                             ------------------------------

            With a copy to:
                             ------------------------------

                             ------------------------------

                             ------------------------------


            If to Lender:    JLC Contracting, Inc.

                             ------------------------------

                             ------------------------------

                             ------------------------------


                  8.       The term "Lender" as used herein includes any direct
or more remote successor or assign of the named Lender herein, including without
limitation, any purchaser at a foreclosure sale, and any successor or assign
thereof, and the term "Tenant" as used herein includes any direct or more remote
successor and assign of the named Tenant herein.

                  9.       This Agreement may be executed in several
counterparts, and all so executed shall constitute one agreement, binding on all
parties hereto, notwithstanding that all parties are not signatories to the
original or the same counterpart.

                  Executed under seal as of the day and year first above
written.


                                          TENANT:  THE YOLO COMMUNITY BANK


                                          By:
                                              ----------------------------------
                                          Name:
                                                      --------------------------
                                          Title:
                                                 -------------------------------




                                          LENDER:  [                           ]
                                                    ---------------------------

                                          By:
                                              ----------------------------------
                                          Name:
                                                      --------------------------
                                          Title:
                                                 -------------------------------

                                      G-3
<PAGE>

STATE OF ______________  )

                         )                                                ss:
COUNTY OF _____________  )             _______________________, 200__


                  Then personally appeared the above-named
______________________________________, _____________________, as aforesaid, and
acknowledged the foregoing instrument to be the free act and deed of said
corporation.





                                          -------------------------------------
                                          Notary                       Public
                                          My Commission Expires:







STATE OF ______________  )

                         )                                                ss:
COUNTY OF _____________  )             _______________________, 200___


                  Then personally appeared the above-named
____________________________________, of THE YOLO COMMUNITY BANK, and
acknowledged the foregoing instrument to be the free act and deed of said
limited liability company.




                                          -------------------------------------
                                          Notary                       Public
                                          My Commission Expires:

                                      G-4
<PAGE>

                                   EXHIBIT "H"

                               MEMORANDUM OF LEASE
                               -------------------



RECORDATION REQUESTED BY:

AFTER RECORDATION RETURN TO:
Robert M. McCormick
Downey Brand LLP
555 Capitol Mall, 10th Floor
Sacramento, CA  95814


RETURN BY:  MAIL (X) PICK UP ( )



                                                                  Store # ___

                               MEMORANDUM OF LEASE
                               -------------------

                  This Memorandum of Lease ("Memorandum") is made as of this
_______ day of ______,200_, between JLC CONTRACTING, INC., a California
corporation, having an office for business at [__________________] ("Landlord"),
and THE YOLO COMMUNITY BANK, a California corporation, having an office for
business at [__________________] ("Tenant").

                  In consideration of One Dollar ($1.00) and other valuable
consideration paid by Tenant to Landlord and the mutual covenants contained in
that certain Lease between the parties hereto dated on or about ______, [as
amended on _____________], (the "Lease"), Landlord has leased and does hereby
lease to Tenant, and Tenant has hired and does hereby hire from Landlord, upon
the terms and conditions set forth in the Lease, the real property described on
Exhibit A to this Lease. The "Project" of which the leased real property is a
part is described on Exhibit B to this Memorandum. Exhibits A and B are
incorporated herein by reference.

                  The term of this Lease is _______ years commencing on the
Commencement Date as defined in the Lease. The Lease provides for options to
renew for __________ terms [Add if applicable: and contains an option to
purchase, a right of first refusal to purchase and a right of first refusal to
lease the Premises] during the term of the Lease and any extension or renewal
thereof.

                  The Lease contains the following covenants and agreements:

                  [Add any non-exclusive easements and common area use rights]

                  [Add exclusive use or non-compete clause contained in Lease]

                  The above-referenced covenants and restrictions are intended
as a benefit to the Premises and a burden on the remainder of the Project, and
are intended to run with the Land as long as the Lease remains in effect.

                  The purpose of this Memorandum is to give record notice of
the Lease and of the terms thereof and the rights created thereby. It is not
intended to amend or modify any of the rights and obligations set forth in the
Lease. To the extent that any provisions of this Memorandum and the Lease
conflict, the provisions of the Lease control.

                                      H-1
<PAGE>

                  This Memorandum may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together constitute
one and the same instrument.

TENANT:                                  LANDLORD:

THE YOLO COMMUNITY BANK,                 JLC CONTRACTING, INC.,

a California corporation                 a California corporation

By: /s/ John A. DiMichele
    -------------------------------      By: /s/ JLC Contracting, Inc.
Name: John A. DiMichele                      ---------------------------------
      -----------------------------      Name:   John L. [Illegible]
Its:  President/CEO                           --------------------------------
     ------------------------------      Its:  CEO
                                              --------------------------------
                                                  [ILLEGIBLE]

                                      H-2
<PAGE>

STATE OF CALIFORNIA         )
                            )      ss:
COUNTY OF ______________    )


                  On __________________, 200_ before me, _______________, Notary
Public, personally appeared __________________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.



-----------------------------------
Notary Public








STATE OF CALIFORNIA         )
                            )      ss:
COUNTY OF ______________    )


                  On __________________, 200_ before me, _______________, Notary
Public, personally appeared __________________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.



-----------------------------------
Notary Public

                                      H-3
<PAGE>

                                    Exhibit A
                                Legal Description
                                -----------------



                                      H-4
<PAGE>

                                   EXHIBIT "I"

                            INTERIM PARKING AGREEMENT
                            -------------------------

                         (See attached letter agreement)

                                      I-1
<PAGE>

                                    Exhibits
                                    --------

            Exhibit "A"    Plan of Premises

            Exhibit "A-1"  Project Legal Description

            Exhibit "B"    Description of Landlord's Work

            Exhibit "C"    Description of Tenant's Work

            Exhibit "D"    Form of Declaration of Commencement Date

            Exhibit "E"    Insurance Coverage

            Exhibit "F"    Signage Renderings

            Exhibit "G"    Form of Subordination, Non-Disturbance and Attornment
                           Agreement

            Exhibit "H"    Form of Memorandum of Lease

            Exhibit "I"    Interim Parking Agreement