<PAGE>

                                                                    EXHIBIT 10.1

                            MARCH TOWER OFFICE LEASE

                         BASIC LEASE INFORMATION SUMMARY

A.   GENERAL INFORMATION

     LANDLORD: MARCH TOWER ASSOCIATES II/LLC (MTA), a California limited
     liability company

     1.   Tenant Name:     SERVICE 1st BANK

          Tenant Address:  2800 WEST MARCH LANE, SUITE 120
                           STOCKTON, CA 95219

     2.   Project Address: 2800 W. March Lane, Suite 120
                           Stockton, CA 95219

     3.   Use of Premises: Commercial Bank

     4.   Lease Term In Years: Seven (7) Years

     5.   Lease Period: *From: 10/1/02     To: 9/30/09

     6.   Rent Concession: *From: N/A      To:

     7.   Rent Commencement Date: 10/1/02

     8.   Option To Renew: Two (2) Five (5) year options at market rent

     9.   Occupancy Date: Immediate

     10.  Date Lease Executed:

     11.  Security Deposit Amount: N/A

     12.  Broker:

B.   RENTAL INFORMATION

     1.   Square Feet of Space:       4,715

     2.   Rate Per Square Foot:       $1.88

     3.   Tenant Percent of Total Net Rentable Area: 9.04%

     4.   Basic Rent: MONTHLY:  $8,864.20
                      ANNUALLY: $106,370.40

     5.   Tenant Improvement Allowance: $N/A /Sq. Ft., or a total allowance of
          $__________. Any additional amount needed to complete the space will
          be paid by Tenant in cash, one-half upon commencement of construction
          and one-half upon completion of the space and prior to occupancy.
          Landlord estimates the Tenant Improvement costs of the space plan as
          shown in Exhibit "C" to be $__________, or $__________ over the
          allowance.

     6.   Improvements Completion Date: N/A

     7.   Annual Basic Operating Cost Base: 2001 Base Year

     8.   Estimated Monthly Bldg. Operating Cost Overage: None

*    Adjustments in dates based upon actual occupancy date.

     9.   Sign Rent: $500.00 per month, payable with the Basic Rent

<PAGE>

1.   Definitions ............................................................. 1
     1.1.   "Building" ....................................................... 1
     1.2.   "Building Standard Improvements".................................. 1
     1.3.   "Common Areas" ................................................... 1
     1.4.   "Holidays" ....................................................... 1
     1.5.   "Net Rentable Area" .............................................. 1
     1.6.   "Rent" ........................................................... 1
     1.7.   "Substantial Completion" ......................................... 1
     1.8.   "Tenant's Extra Improvements ..................................... 1
     1.9.   "Tenant's Improvements" .......................................... 1
     1.10.  "Tenant's Proportionate Share" ................................... 1
     1.11.  "Term" ........................................................... 1
     1.12.  "Term Commencement Date" ......................................... 1

2.   Term .................................................................... 1

3.   Rent .................................................................... 1
     3.1.   Basic Rent ....................................................... 1
     3.2.   Basic Operating Cost Adjustment .................................. 2
     3.3.   Cost Attributable Solely to Tenant ............................... 2

4.   Security Deposit ........................................................ 2

5.   Improvement of the Premises ............................................. 2

6.   Use ..................................................................... 2

7.   Utilities and Services .................................................. 3

8.   Repairs and Maintenance ................................................. 3
     8.1.   Landlord's Obligation to Repair .................................. 3
     8.2.   Repairs Necessitated by Tenant's Act ............................. 3
     8.3.   Tenant's Obligation to Repair .................................... 3

9.   Alterations ............................................................. 3
     9.1.   Approval of Alterations .......................................... 3
     9.2.   Mechanic's Liens ................................................. 3
     9.3.   Improvements and Alterations of Landlord's Property .............. 4

10.  Entry by Landlord ....................................................... 4

11.  Insurance ............................................................... 4
     11.1.  Tenant's Insurance ............................................... 4
     11.2.  Form of Insurance ................................................ 4
     11.3.  Cancellation of Insurance ........................................ 4

12.  Indemnity ............................................................... 4

13.  Assignment and Subletting ............................................... 4
     13.1.  Assignment or Sublease ........................................... 4
     13.2.  Transfer of Rights Deemed an Assignment .......................... 4
     13.3.  Upon Default ..................................................... 4
     13.4.  Upon Termination ................................................. 5

14.  Damage .................................................................. 5
     14.1.  Landlord's Obligation to Restore ................................. 5
     14.2.  Landlord's Option to Terminate ................................... 5
     14.3.  Damage to the Building ........................................... 5
     14.4.  Damage During Last Year of Term................................... 5
     14.5.  No Claims ........................................................ 5

15.  Condemnation ............................................................ 5
     15.1.  Total Taking ..................................................... 5
     15.2.  Partial Taking ................................................... 5
     15.3.  Termination of Lease ............................................. 5
     15.4.  Condemnation Award ............................................... 5
     15.5.  Temporary Taking ................................................. 5
     15.6.  Restoration of the Building and Premises ......................... 5

16.  Subordination ........................................................... 5

17.  Default ................................................................. 5

18.  Signs ................................................................... 6

19.  Rules and Regulations ................................................... 6

20.  Compliance with Regulations ............................................. 6
     20.1.  Compliance by Tenant ............................................. 6
     20.2.  Right to Contest ................................................. 6
     20.3.  Notice to Landlord ............................................... 6

21.  Self-Help ............................................................... 6

22.  Attorneys' Fees ......................................................... 6

23.  Brokerage ............................................................... 7

24.  Quiet Enjoyment ......................................................... 7

25.  Notices ................................................................. 7


                                     - i -

<PAGE>

26.  Holding Over ............................................................ 7

27.  Transfer by Landlord .................................................... 7

28.  Tenant's Remedies ....................................................... 7

29.  Guaranty ................................................................ 7

30.  Substitution of Premises ................................................ 7

31.  Parking ................................................................. 7

32.  Miscellaneous ........................................................... 7
     32.1.  Grammar .......................................................... 7
     32.2.  Covenants Binding on Successors .................................. 7
     32.3.  Captions ......................................................... 7
     32.4.  Estoppel Certificates ............................................ 7
     32.5.  Modification ..................................................... 7
     32.6.  Memorandum of Lease .............................................. 7
     32.7.  Time Is of the Essence ........................................... 7
     32.8.  Relationship of Parties .......................................... 7
     32.9.  Severability ..................................................... 7
     32.10. Law Applicable ................................................... 7
     32.11. Covenants and Conditions ......................................... 7
     32.12. Entire Agreement ................................................. 7
     32.13. Authority of Tenant .............................................. 7

EXHIBIT A - LEGAL DESCRIPTION OF PROPERTY .................................... 9

EXHIBIT B - SITE PLAN ........................................................10

EXHIBIT C - FLOOR PLAN(S) ....................................................11

EXHIBIT D - TENANT IMPROVEMENTS WORK LETTER AGREEMENT ........................12

SCHEDULE D-1 .................................................................15

EXHIBIT E - Rules and Regulations ............................................16

EXHIBIT F - PARKING AGREEMENT ................................................17

EXHIBIT G - Option to Extend Term ............................................18

EXHIBIT H - HOURS OF OPERATION ...............................................19

EXHIBIT I-  GUARANTEE AGREEMENT ..............................................20


                                     - ii -

<PAGE>

                            MARCH TOWER OFFICE LEASE

THIS LEASE is executed this ______ day of __________, 2002, by and between MARCH
TOWER ASSOCIATES II LLC (hereinafter referred to as "Landlord"), and SERVICE 1st
BANK, (hereinafter referred to as "Tenant");

                              W I T N E S S E T H:

WHEREAS, Landlord is owner of that certain real property located and addressed
at 2800 West March Lane, Stockton, California, and as more particularly
described in Exhibit "A" attached hereto, and as outlined on the Site Plan for
the Project attached hereto as Exhibit "B", and the building or buildings and
certain other improvements which are being or have been constructed thereon
(hereinafter referred to as the "Project"); and

WHEREAS, Landlord desires to Lease to Tenant, and Tenant desires to Lease from
Landlord, that portion of the Building specified in the Basic Lease Information,
as outlined on the Site Plan attached hereto as Exhibit "B" and more
particularly defined on the Floor Plan(s) attached hereto as Exhibit "C" (the
Premises);

NOW, THEREFORE, Landlord hereby Leases the Premises to Tenant, and Tenant hereby
Leases the Premises from Landlord, for the term, at the rent, and upon and
subject to the terms and conditions hereinafter set forth. Landlord reserves to
itself the use of the roof, exterior walls, Common Areas (as hereinafter
defined), and the area above and below the Premises together with the right to
install, maintain, use, repair and replace pipes, lines, ducts, pumps, conduits,
wires, transformers, glazing and structural elements now or in the future
leading through the Premises and which serve other parts of the Building.

This Lease is subject to any and all existing encumbrances, conditions, rights,
covenants, easements, restrictions and rights of way of record, and other
matters of record, if any, applicable zoning and building laws, regulations and
codes, and such matters as may be disclosed by Inspection or survey.

1.   Definitions. Certain terms used herein shall have the following meanings:

     1.1. "Building" shall mean the building designated on Exhibit "B".

     1.2. "Building Standard Improvements" shall mean those improvements which
are to be installed by Landlord at its expense in the Premises or for which a
credit is to be given pursuant to the Work Letter Agreement attached hereto as
Exhibit "D".

     1.3. "Common Areas" shall mean the areas on individual floors devoted to
corridors, fire vestibules, elevator foyers, engineer room, lobbies, electric
and telephone closets, rest rooms, mechanical rooms, janitor closets and other
similar facilities for the benefit of all Tenants (or invitees) on the
particular floor and shall also mean those areas of the Building devoted to
mechanical and service rooms servicing more than one floor or the Building as a
whole.

     1.4. "Holidays" shall mean New Year's Day, President's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

     1.5. "Net Rentable Area" shall mean the area or areas of space within the
Building determined as follows: (i) Net Rentable Area on a single tenancy floor
is determined by measuring from the inside surface of the outer glass and
extensions of the plane thereof in non-glass areas to the inside surface of the
opposite outer glass and extensions of the plane thereof in non-glass areas and
shall include all areas within the outside walls, excluding vertical
penetrations such as building stairs, elevator shafts, flues, vents, stacks,
pipe shafts and vertical ducts; provided, however, vertical penetrations which
are for the specific use of the Tenant, such as special stairs or elevators,
shall be included as Net Rentable Area, and (ii) Net Rentable Area for a partial
floor shall include all space within the demising walls (measured from the
mid-point of demising walls and in the case of exterior walls, measured as
defined in (i) above) plus Tenant's share of any Common Areas on such floors
attributable to such space. No deductions from Net Rentable Area shall be made
for columns or projections in the Building. The Net Rentable Area in the
Premises has been calculated on the basis of the foregoing definition and is
hereby stipulated for all purposes hereof to be the amount stated in the Basic
Lease Information subject to confirmation by actual measurements by Landlord's
architect, at the request of either party, prior to Tenant's occupancy.

     1.6. "Rent" shall mean Basic Rent, Gross Rent and all others sums payable
by Tenant to Landlord under this Lease. "Gross Rent" shall mean Basic Rent and
Tenant's Proportionate Share of Basic Operating Cost increases determined
pursuant to Section 3.2.

     1.7. "Substantial Completion" shall mean (and the Premises shall be deemed
"Substantially Complete") when Landlord's architect shall have issued a
certificate of substantial completion with respect to the Premises or that
portion of the Building within which they are contained, whether or not
Substantial Completion of the Building itself shall have occurred. Substantial
Completion shall be deemed to have occurred notwithstanding a requirement to
complete "punchlist" or similar corrective work.

     1.8. "Tenant's Extra Improvements" shall mean those improvements which are
to be installed in the Premises at Tenant's expense pursuant to the Work Letter
Agreement attached hereto as Exhibit "D".

     1.9. "Tenant's Improvements" shall mean Building Standard Improvements and
Tenant's Extra Improvements.

     1.10. "Tenant's Proportionate Share" shall mean the percentage which the
Net Rentable Area of the Premises bears to ninety-five percent (95%) of the
total Net Rentable Area of the Building.

     The terms on the Basic Lease Information sheet shall have the definitions
set forth on such sheet which are incorporated herein by this reference.

     1.11. "Term" shall mean a period commencing with the Term Commencement Date
and ending on the Term Expiration Date specified on the Basic Lease Information
sheet as such Term Expiration Date may be extended. The Scheduled Term
Commencement Date specified on the Basic Lease Information sheet represents the
parties' estimate of the Term Commencement Date. The Term Commencement Date
shall be confirmed pursuant to Section 2 hereof.

     1.12. "Term Commencement Date" shall mean the date when the Term commences
as determined pursuant to Section 2 hereof.

2. Term. The Term shall commence upon Substantial Completion of the Premises
which the parties expect to occur on the Scheduled Term Commencement Date and,
except as otherwise provided herein or in any exhibit or addendum hereto, shall
continue in full force until the Term Expiration Date. If the Premises are not
Substantially Complete by the Scheduled Term Commencement Date for any reason,
Landlord shall not be liable for any claims, damages or liabilities in
connection therewith or by reason thereof, but the Term Commencement Date shall
be the day when the Premises are Substantially Complete. If Substantial
Completion occurs prior to the Scheduled Term Commencement Date and the Tenant
takes occupancy, then the Term shall commence. If Landlord is installing
Tenant's Improvements, Landlord shall provide Tenant as much notice as
circumstances allow of the date when Landlord expects to achieve Substantial
Completion, based upon the progress of the work. Should the Term Commencement
Date be a date other than the Scheduled Term Commencement Date, either Landlord
or Tenant, at the request of the other, shall execute an amendment to the Lease
specifying the Term Commencement Date. Tenant's obligation to pay Rent shall
commence upon the Term Commencement Date (except as expressly otherwise provided
herein with respect to obligations arising earlier). If the term commences on
other than the first day of the month, the rent shall be prorated and the term
of the Lease shall commence on the first day of the next succeeding month.

3.   Rent.

     3.1. Basic Rent

          3.1.1. Tenant shall pay to Landlord, as Basic Rent for the Premises
during the term of this Lease, the sum set forth in the Basic Lease Information,
payable in advance in equal monthly installments as set forth in the Basic Lease
Information on or before the first day of each month during the term hereof. The
Basic Rent shall be subject to adjustment as provided in this Section 3.1, and
shall be in addition to all other amounts required to be paid by Tenant pursuant
to the provisions of this Lease.

          3.1.2. Basic Rent for the second and each successive Lease year during
the Lease Term, and any extensions or renewals hereof, shall increase over the
Basic Rent payable for the immediately preceding Lease year by three percent
(3%) each year.

          3.1.3. If the Term commences on a date other than the first day of a
calendar month, Basic Rent for the period from the Term Commencement Date
through the last day of the calendar month in which the term commences shall be
prorated on the basis of a thirty-day month, and Basic Rent for the first full
or fractional month of the term of this Lease shall be payable on the Term
Commencement Date. In the event the Term Expiration Date falls on a day other
than the last day of the calendar month, Basic Rent for the period from the
first day of the last calendar month of the Term to the end of the Term shall be
prorated on the basis of a thirty-day month.

          3.1.4. Basic Rent and all other amounts due under this Lease shall be
paid, without deduction or offset, and without prior notice or demand, to
Landlord at the address specified for notices on the Basic Lease Information
sheet, or at such other addresses as Landlord may from time to time specify by
written notice to Tenant. All amounts of money payable by Tenant to landlord
hereunder, if not paid when due, shall bear interest from the due date until
paid at the maximum rate an individual is permitted by law to charge. Tenant
further acknowledges that late payment by Tenant to Landlord of Basic Rent will
cause Landlord to incur costs not contemplated by this Lease, the exact amount
of such costs being extremely difficult and impracticable to fix. Such

                                     - 1 -
<PAGE>
costs include, without limitation, processing and accounting charges, and late
charges that may be imposed on Landlord by the terms of any encumbrance and note
secured by any encumbrance covering the Project or the Premises. Therefore, if
any installment of Basic Rent due from Tenant is not received by Landlord when
due, Tenant shall pay to Landlord an additional sum of ten percent (10%) of the
overdue Basic Rent as and for a late charge. The parties agree that this late
charge represents a fair and reasonable estimate of the costs that Landlord will
incur by reason of late payment by Tenant. Acceptance of any late charge shall
not constitute a waiver of Tenant's default with respect to the overdue amount
nor prevent Landlord from exercising any of the other rights and remedies
available to Landlord.

     3.2. Basic Operating Cost Adjustment.

          3.2.1. For the purposes of this Section 3.2, the following terms are
defined as follows:

          "Lease Year": Each calendar year of the term.

          "Basic Operating Cost Base": The amount of the annual Basic Operating
Cost which Landlord has included in Annual Basic Rent and which amount is set
forth in the Basic Lease Information.

          "Basic Operating Cost": All costs and expenses of the nature
hereinafter described, incurred in connection with ownership and operation of
the Project and such additional facilities now and in subsequent years as may be
determined by Landlord to be necessary to the Project. All costs and expenses
shall be determined in accordance with generally accepted accounting principles
which shall be consistently applied with accruals appropriate to Landlord's
business. Basic Operating Costs as used herein shall mean all expenses and costs
(but not specific costs which are separately billed to and paid by specific
Tenants) of every kind and nature which Landlord shall pay or become obligated
to pay because of or in connection with the management and operation of the
Project and supporting facilities or the Project, including but not limited to
the following:

          3.2.2. (1) Wages, salaries and related benefits of all employees
engaged in management, operation, maintenance, or security of the Project;
employer's Social Security taxes, unemployment taxes or insurance, payroll taxes
and any other taxes which may be levied on such wages and salaries; uniforms of
Landlord's service, security and maintenance personnel; the cost of disability
and hospitalization insurance and worker's compensation and pension or
retirement and all other benefits for such employees; and the costs of
maintaining and operating building management offices.

          (2) All supplies, small tools and materials used in operation and
maintenance of the Project.

          (3) Cost of all utilities and communications services, including water
and power, sewer and other waste disposal, heating, air conditioning and
ventilating for the entire Project.

          (4) Cost of all repair, maintenance, security, janitorial and other
services for the Project or for equipment therein, including, without
limitation, alarm and/or guard service, life safety, window cleaning, scaffold
maintenance, energy conservation and elevator maintenance, and computer
operations for the basic building systems.

          (5) Cost of all insurance applicable to the Project, including, but
not limited to, fire, earthquake, flood, casualty, extended coverage risk,
vandalism and malicious mischief, boiler and pressure apparatus insurance, war
damage, catastrophe excess, rent abatement or rent interruption insurance,
general liability insurance, and any other types of insurance that a prudent
owner of similar property would maintain on the Project, all personnel engaged
in its management, maintenance and operation, and Landlord's personal property
used in connection therewith (the enumeration of such coverages not imposing
upon Landlord the duty or obligation to maintain them), as well as casualty
losses not covered by such insurance due to the deductible provisions contained
therein. If Landlord elects to self-insure for all or any portion of the
Insurance covering the Project, the costs that would otherwise be incurred to
provide the coverage described by this subsection (5) shall be included in
Operating Costs.

          (6) Cost of all accounting, (including cost of certified public
accountants), legal or their professional fees incurred in connection with the
operation of the Project.

          (7) A reasonable fee, not to exceed 6% of gross income, to Landlord or
its agent for general overhead, management and other services.

          (8) Cost of necessary repairs and replacements (other than capital
improvements) and general maintenance, including, without limitation,
landscaping and all costs of periodic relamping and reballasting of fluorescent
fixtures with respect to the Project.

          (9) All maintenance costs relating to public and service areas of the
Project, including (but without limitation) sidewalks, landscaping, service
areas, health club, mechanical rooms and Building exteriors.

          (10) All taxes, service payments in lieu of taxes, occupancy fees,
annual or periodic license or use fees, excises, transit charges, housing fund
assessments, assessments, Federal or State environmental assessments or charges,
levies, fees or charges, general and special, ordinary and extra-ordinary,
unforeseen as well as foreseen, of any kind which are assessed, levied, charged,
confirmed, or imposed by any public authority upon the Project, its operations
or the Rent (or any portion or component thereof), except (i) inheritance or
estate taxes imposed upon or assessed against the Project, or any part thereof
or interest therein, and (ii) taxes computed upon the basis of the net income
derived from the Project by Landlord or the owner of any interest therein.

          (11) Amortization (together with reasonable financing charges) of
capital improvements made to the Project subsequent to the Term Commencement
Date which will improve the operating efficiency of the Project or which may be
required by governmental authorities.

          3.2.3 If the amount of the Basic Operating Cost paid or incurred by
Landlord for a Lease Year during the term of this Lease on account of the
operation or maintenance of the Building is in excess of the Basic Operating
Cost Base, then Tenant shall pay such increase as additional rent. During the
Term, Tenant shall pay to Landlord monthly in advance and every month during the
Term, one-twelfth (1/12th) of the amount of such additional rent as estimated by
Landlord in advance, acting reasonably, to be due from the Tenant.

     Annually as soon as is reasonably possible after the expiration of each
Lease Year, Landlord shall deliver to Tenant a statement, which statement shall
be conclusive between the parties hereto, setting forth the Basic Operating Cost
for the preceding Lease Year and the amount of additional rent as determined in
accordance with the provisions of this Section 3.2. If the aggregate amount of
the estimated additional rental payments made by Tenant in any Lease Year should
be less than the Basic Operating Cost Base, then Tenant shall pay to Landlord as
additional rent upon demand the amount of such deficiency. If the aggregate
amount of such estimated additional rental payments made by Tenant in any Lease
year should be greater than the additional rent due for such year under this
subsection 3.2.3, then should Tenant not be otherwise in default hereunder, the
amount of such excess for the last year of the Term, the amount thereof wi11 be
credited against Tenant's next due payment of Basic Rent.

     In the event the Term Commencement Date or Term Expiration Date occurs on a
day other than January 1, or ends on a day other than December 31, Tenant's
Proportionate Share of Basic Operating Cost increases for such partial calendar
year shall be appropriately prorated so that Tenant shall pay Tenant's
Proportionate Share of Basic Operating Cost increases only for the portion of
the calendar year falling within the Term.

     3.3 Cost Attributable Solely to Tenant. In addition to the payment of
Tenant's Proportionate Share of Basic Operating Cost, Tenant shall also pay,
from time to time and when and as incurred by Landlord, any Basic Operating Cost
for the Project as a whole, whether such Basic Operating Cost arises as a result
of Tenant's Extra Improvements, real property or personal property taxes on
Tenant's Extra Improvements or Tenant's fixtures or personal property, use of
services in excess of those provided by Landlord hereunder, Landlord's curing
defaults pursuant to Section 21, or otherwise.

4. Security Deposit. [Clause Deleted]

5. Improvement of the Premises. As promptly as practicable after the date of
execution of this Lease, Landlord and Tenant shall undertake their respective
obligations to prepare the Premises for occupancy by Tenant in accordance with
the Work Letter Agreement attached hereto as Exhibit D.

6. Use. The Premises shall be used for general office purposes only. Tenant
shall at its own cost and expense obtain any and all licenses and permits
necessary for any such use. Tenant agrees not to do or permit to be done in or
about the Premises or the

                                     - 2 -
<PAGE>

Building, nor to bring or keep or permit to be brought or kept in or about the
Premises or the Building, anything which is prohibited by or will in any way
conflict with any law, statute or governmental regulation, or any rule or
regulation of the Insurance Services Office or its successor, now or hereafter
in effect, which is prohibited by the standard form of fire insurance policy, or
which will in any way increase the existing rate of, cause the cancellation of,
or otherwise affect fire or any other insurance on the Building or any of its
contents. Tenant agrees not to do or permit to be done anything in, on or about
the Premises or the Building which will in any way obstruct or interfere with
the rights of other Tenants or occupants of the Building, or injure or annoy
them, or use or allow the Premises to be used for residential purposes or for
any improper, immoral, unlawful or objectional purpose. Tenant agrees not to
cause, maintain or permit any nuisance in, on or about the Premises or the
Building, erect any antennas, nor to use or permit to be used any loudspeaker or
other device, system or apparatus which can be heard outside the Premises
without the prior written consent of the Landlord. Tenant agrees not to commit
or suffer to be committed any waste in or about the Premises. The provisions of
this Section 6 are for the benefit of Landlord only and shall not be construed
to be for the benefit of any other Tenant or occupant of the Building.

7. Utilities and Services.

     7.1. Landlord shall make customary arrangements with public utilities
and/or public agencies to furnish any electricity and water utilized in
operating the facilities serving the Premises.

     7.2. Landlord shall furnish Tenant during Tenant's occupancy of the
Premises:

          7.2.1. Domestic and cool water at those points of supply provided for
general use of other Tenants in the Project; central heat and air conditioning
in season, at such times as Landlord normally furnishes these services to other
Tenants in the Project and at such temperatures and in such amounts as are
considered by Landlord to be standard or as may be limited or controlled by
applicable laws, ordinances, rules and regulations;

          7.2.2. Routine maintenance, painting and electrical lighting service
for all public areas and special service areas of the Project in the manner and
to the extent deemed by Landlord to be standard;

          7.2.3. Janitorial service on a five (5) day week basis, excluding
holidays; provided, however, that if Tenant's Extra Improvements are not
consistent in quality and quantity with Building Standard Improvements, Tenant
shall pay any extra cleaning and janitorial cost attributable thereto;

          7.2.4. Electrical facilities comparable to those supplied in other
first class office buildings in the vicinity of the Project to provide
sufficient power for typewriters and other office machines of similar low
electrical consumption, but not including special lighting in excess of Building
Standard Improvements, and any other item of electrical equipment which (singly)
consumes more than ,5 kilowatts per hour at rated capacity or requires a voltage
other than one hundred twenty (120) volts single phase; and provided, however,
that if the installation of such electrical equipment requires additional air
conditioning capacity above that provided to the Building Standard Improvements,
then the additional air conditioning installation and operating costs
attributable thereto shall be paid by Tenant;

          7.2.5. Initial lamps, bulbs, starters and ballasts used in the
Premises;

          7.2.6. Security for the Project; provided, however, that Landlord
shall not be liable to Tenant for losses due to theft or burglary, or for
damages done by unauthorized persons in or on the Project; and

          7.2.7. Public elevator service serving the floors on which the
Premises are situated.

     7.3. Any heating, ventilation, air conditioning, electrical or elevator
service provided by Landlord to Tenant during other than normal business days
during business hours of operation set forth in Exhibit "H" shall be furnished
upon the prior written request of Tenant and at Tenant's sole cost and expense.
Landlord shall have the right to estimate from time to time the amount that
Tenant should pay on account for such excess useage.

     7.4. If Tenant shall require electric current in excess of that usually
furnished or supplied for use of the Premises as set forth in Paragraph 6,
Tenant shall first procure the consent of Landlord to the use thereof and
Landlord may cause a meter to be installed in the Premises, or Landlord shall
have the right to cause a reputable independent electrical engineering or
consulting firm to survey and determine the value of the electric service
furnished for such excess electric current. The cost of any such survey or
meters and of installation, maintenance and repair thereof shall be paid for by
Tenant. Tenant agrees to pay to Landlord, promptly upon demand therefor, for all
such electrical current so consumed.

     7.5. Tenant covenants and agrees that at all times its use of electric
current shall never exceed Tenant's Proportionate Share of the capacity of
existing feeders to the Building or the risers or wiring installation. Any riser
or risers or wiring to meet Tenant's excess electrical requirements, upon
written request of Tenant, will be installed by Landlord, at the sole cost and
expense of Tenant if, in Landlord's sole judgment, the same are necessary and
will not cause permanent damage or injury to the Building or Premises or cause
or create a dangerous or hazardous condition or entail excessive or unreasonable
alternative repairs or expense or interfere with or disturb other Tenants or
occupants.

     7.6. To the extent that Tenant shall require special or more frequent
cleaning and janitorial service than that normally provided to Tenants in the
Project generally (hereinafter referred to as "Special Cleaning Service")
Landlord shall upon reasonable advance notice by Tenant, furnish such Special
Cleaning Service and Tenant agrees to pay Landlord, within ten (10) days of
being billed therefor, Landlord's charge for providing such additional service.

     7.7. Landlord shall not be liable for damages to either person or property,
nor shall Landlord be deemed to have evicted Tenant nor shall there be any
abatement of Rent nor shall Tenant be relieved from performance of any covenant
on its part to be performed hereunder by reason of the unreasonable failure by
Landlord to furnish the above described services or the cessation of such
services due to causes or circumstances beyond the control of Landlord. Landlord
shall use reasonable diligence to make such repairs as may be required to
machinery or equipment within the Project to provide restoration of services
and, where the cessation or interruption of service has occurred due to
circumstances or conditions beyond the Project boundaries, to cause the same to
be restored by diligent application or request to the provider thereof. Tenant
acknowledges that one (1) year may be required after the Building is fully
occupied in order to adjust and balance the climate control system.

8. Repairs and Maintenance.

     8.1. Landlord's Obligation to Repair. Subject to the other provisions of
this Lease imposing obligations in this respect upon Tenant, Landlord shall
repair, replace and maintain the external and structural parts of the Building
which do not comprise a part of the Premises and are not Leased to others, and
janitor and equipment closets and shafts within the Premises designated by
landlord for use by it in connection with the operation and maintenance of the
Building. Landlord shall perform such repairs, replacements and maintenance with
reasonable dispatch, in a good and workmanlike manner, but Landlord shall not be
liable for any damages, direct, indirect or consequential, reasonable delays in
the performance of such repairs, replacements and maintenance, unless caused by
the deliberate act or omission, or the negligence of Landlord, its servants,
agents, or employees.

     8.2. Repairs Necessitated by Tenant's Act. If the Building, the elevators,
boilers, engines, pipes or other apparatus used for the purpose of climate
control of the Building or operating the elevators, or if the water pipes,
drainage pipes, electric lighting or other equipment of the Building, or the
roof or outside the walls of the Building, get out of repair or become damaged
or destroyed through the negligence, carelessness or misuse of Tenant, its
agents, employees or anyone permitted by Tenant to be in the Building, or
through it in any way, the costs of the necessary repairs, replacements or
alterations shall be borne by Tenant who shall pay the same to Landlord as Rent
forthwith on demand.

     8.3. Tenant's Obligation to Repair. Tenant shall repair the Premises,
including without limiting the generality of the foregoing all interior
partitions, fixtures (including all plumbing facilities), Tenant's Improvements
and any alterations in the Premises and any special mechanical and electrical
equipment not a normal part of the Premises installed by or for Tenant,
reasonable wear and tear, damage with respect to which Landlord has an
obligation to repair as provided in Section 14.1 and 15.6 only excepted;
provided that, prior to making any repairs to the Premises that affect the base
Building structural, electrical, or mechanical systems, Tenant shall obtain the
consent of the Landlord, such consent not to be unreasonably withheld. Landlord
may enter and view the state of repair and Tenant will repair in a good and
workmanlike manner according to notice from Landlord in writing.

9. Alterations.

     9.1. Approval of Alterations. During the Term of this Lease Tenant shall
not make any alterations, additions, or improvements to the Premises without
first meeting the following requirements:

          9.1.1. Prior to the commencement of any work, Tenant shall submit
plans and specifications prepared by an architect and/or structural engineer
licensed by the State of California for Landlord's approval, which approval
shall not be unreasonably withheld and obtain any necessary governmental permits
and deliver a copy thereof to Landlord;

          9.1.2. The alterations shall be made by a contractor designated by
Landlord or a contractor chosen by Tenant and approved by Landlord, which
approval shall not be unreasonably withheld;

          9.1.3. Tenant shall provide satisfactory evidence of sufficient
contractor's comprehensive general liability insurance covering Landlord,
builder's risk insurance, and workmen's compensation insurance;

          9.1.4. Tenant shall provide a performance and payment bond
satisfactory in form and substance to the Landlord;

          9.1.5. Tenant shall provide such other security as Landlord may
reasonably require to insure payment for the


                                     - 3 -

<PAGE>

completion of all work free and clear of liens; and

          9.1.6. Tenant shall give Landlord at least five (5) business days'
notice before commencing any work so that Landlord can post and record a notice
of non-responsibility.

     9.2. Mechanic's Liens. Any mechanics' lien filed against the Premises or
the Building for work done by or materials furnished to Tenant or its agents
shall be discharged by Tenant at its expense within twenty (20) days thereafter
by the filing of the bond required by law, by payment, by satisfaction or
otherwise. Failure to so discharge any such lien shall constitute a default
hereunder.

     9.3. Improvements and Alterations of Landlord's Property. All Tenant's
Improvements and all alterations made thereto and installed for Tenant shall be
and remain Landlord's property, except Tenant's furniture, furnishings and trade
fixtures, and shall not be removed without the written consent of Landlord. All
goods, effects, personal property, business and trade fixtures, machinery and
equipment owned by Tenant or installed at Tenant's expense in the Premises shall
remain the personal property of Tenant and may be removed by Tenant at any time,
and from time to time, during the Term of this Lease provided Tenant shall, in
removing any such property, repair all damage to the Premises and the Building
caused by such removal and to restore the Premises to their original condition.

10. Entry by Landlord. Landlord and Landlord's agents and representatives shall
have the right to enter and inspect the Premises at any reasonable time, for the
purpose of ascertaining the condition of the Premises, of exercising any right
or performing any obligation of Landlord hereunder, or of exhibiting the
Premises to prospective Tenants, purchasers, mortgagees or insurers of
Landlord's interest in the Building. In the case of emergency Landlord shall
have the right to enter the Premises at any time; and, if Tenant is not present
to permit such entry, Landlord may forcibly enter the Premises and any such
entry shall not in any circumstances be construed or deemed to be a forcible or
unlawful entry into or a detainer of the Premises or an eviction of Tenant,
actual or constructive, from the Premises or any portion thereof. No entry by
Landlord permitted hereunder shall be deemed a re-entry nor shall Tenant be
entitled to compensation or abatement of rent for any inconvenience, nuisance or
discomfort occasioned thereby.

11. Insurance.

     11.1. Tenant's Insurance. During the term hereof, Tenant shall, at its own
cost and expense, provide and keep in force the following insurance:

          11.1.1. Comprehensive general liability insurance for the mutual
benefit of Landlord and Tenant against claims for bodily injury, death or
property damage occurring in or about the Premises (including, without
limitation, bodily injury, death or property damage resulting directly or
indirectly from or in connection with any change, alteration, improvement or
repair thereof), with a limit of not less than $2,000,000 combined single limit
bodily injury and property damage. Not more frequently than each three (3)
years, if, in the opinion of any mortgagee of Landlord or of the insurance
broker retained by Landlord, the amount of general liability and property damage
insurance coverage at that time is not adequate, Tenant shall increase the
insurance coverage as required by either any mortgagee of Landlord or Landlord's
insurance broker. Said insurance shall insure performance by Tenant of the
indemnity provision of Section 12 hereof;

          11.1.2. All Risk Replacement Cost insurance with Agreed Amount
Endorsement covering the Premises and upon property of every description and
kind owned by Tenant and for Tenant's Special Improvements and personal property
located in the Premises in an amount equal to 100% of the full replacement value
thereof, which value shall be determined every two (2) years by an insurance
appraiser mutually satisfactory to Landlord and Tenant;

          11.1.3. Worker's compensation insurance to the extent required by law;
and

          11.1.4. Such other insurance, in such amounts as may from time to time
be reasonably requested by Landlord or any mortgagee of Landlord, against other
insurable hazards which at the time are reasonably available at reasonable cost
and commonly insured against in the case of premises or buildings similarly
situated, with due regard to the height and the type of the Premises or the
Project, its construction, use and occupancy.

     11.2. Form of Insurance. The aforesaid insurance shall name Landlord and
Landlord's agent as additional insured and shall be with companies and in form,
substance and amount (where not stated above) satisfactory to Landlord and
Landlord's agent, and shall contain the Insurer's waiver of subrogation clause
against Landlord and standard mortgage clause satisfactory to Landlord and
Landlord's agent. The aforesaid insurance shall not be subject to cancellation
or modification except after at least thirty (30) days prior written notice to
Landlord and any agent of Landlord. Certified copies of the insurance policies,
or at the option of Landlord certificates of such coverage, together with
satisfactory evidence of payment of premiums thereon, shall be delivered to
Landlord at the commencement of the Term hereof; and renewals of such policies
shall be so delivered not less than thirty (30) days prior to the end of the
term of each such coverage.

     11.3. Cancellation of Insurance. If any insurance policy carried by
Landlord shall be cancelled or cancellation shall be threatened or the coverage
thereunder reduced or threatened to be reduced, in any way by reason of the use
or occupation of the Premises or any part thereof by Tenant or by any assignee
or subtenant of Tenant or by anyone permitted by Tenant to be upon the Premises
and, if Tenant fails to remedy the condition giving rise to cancellation,
threatened cancellation or reduction of coverage within forty-eight (48) hours
after notice thereof, Landlord may enter upon the Premises and attempt to remedy
such condition and Tenant shall forthwith pay the costs thereof to Landlord as
Rent. Landlord shall not be liable for any damage or injury caused to any
property of Tenant or of others located on the Premises as a result of such
entry. In the event that Landlord shall be unable to remedy such condition, then
Landlord shall have all of the remedies provided for in the Lease in the event
of a default by Tenant. Notwithstanding the foregoing provisions of this Section
11.3, if Tenant fails to remedy as aforesaid, Tenant shall be in default of its
obligation hereunder and Landlord shall have no obligation to attempt to remedy
such default.

12. Indemnity. Landlord shall not be liable to Tenant for any loss or damage to
persons or property caused by theft, fire, act of God, acts of the public enemy,
riot, strike, insurrection, war, court order, requisition or order of
governmental body or authority or other causes beyond Landlord's reasonable
control, or any damage or inconvenience which may arise through repair or
alteration of any part of the Project or failure to make any such repair. Tenant
shall indemnify Landlord and hold Landlord harmless of and from any and all
loss, cost, damage, injury or expense arising out of or related to claims of
injury to or death of persons, damage to property occurring or resulting
directly or indirectly from the use or occupancy of the Premises or activities
of Tenant in or about the Premises or Project, such indemnity to include, but
without limitation, the obligation to provide all costs of defense against any
such claims; provided that such indemnity shall not extend to any such loss
arising from Landlord's negligence. In addition, Tenant shall hold and save
Landlord harmless and indemnify Landlord of and from any and all loss, damage,
injury or expense arising out of or in any way related to claims for work or
labor performed, materials or supplies furnished to or at the request of Tenant
or in connection with performance of any work done for the account of Tenant in
the Premises or the Project.

13. Assignment and Subletting.

     13.1. Assignment or Sublease. Tenant shall not voluntarily assign or
encumber its interest in this Lease or in the Premises, or sublease all or any
part of the Premises, or allow any other person or entity to occupy or use all
or any part of the Premises, without first obtaining Landlord's written consent.
Any assignment, encumbrance or sublease without Landlord's prior written consent
shall be voidable, at Landlord's election, and shall constitute a default. No
consent to any assignment, encumbrance, or sublease shall constitute a further
waiver of the provisions of this section. Tenant shall notify Landlord in
writing of Tenant's intent to sublease, encumber or assign this Lease at least
ninety (90) days in advance of the effective date thereof and Landlord shall,
within thirty (30) days of receipt of such written notice, elect one of the
following:

          13.1.1. Consent to such proposed assignment, encumbrance or sublease;

          13.1.2. Refuse such consent, which refusal shall be on reasonable
grounds.

     As a condition for granting its consent to any assignment, encumbrance or
sublease, Landlord may require that the sublessee or assignee remit directly to
Landlord on a monthly basis, all monies due to Tenant by said assignee or
sublessee and the proposed sublessee or assignee is engaged in a business which
and the use of the demised Premises is in keeping with the then character and
nature of all other Tenants in the Building. Landlord's waiver or consent to any
assignment or subletting shall not relieve Tenant from any obligation under this
Lease. Tenant shall pay to Landlord upon demand any costs or expenses including
attorney's fees reasonably incurred by Landlord in connection with each
assignment, sublease or encumbrance.

     13.2. Transfer of Rights Deemed an Assignment. If Tenant or any permitted
assignee or sublessee of Tenant is a corporation, and if at any time during the
Term any part or all of the corporate shares or voting rights of shareholders
shall be transferred by sale, assignment, bequest, inheritance, trust, operation
of law or other disposition, or treasury shares be issued so as to result in a
change in the control of said corporation by reason of ownership of greater than
fifty (50%) percent of the voting shares of the corporation or otherwise, then
such transfer or issue shall be deemed an assignment for the purposes of Section
13.1. Tenant shall notify the Landlord in writing of such changes and, upon
request of Landlord, shall make available to Landlord for inspection or copying
or both, all books and records of Tenant and those of Tenant's shareholders
which, alone or with other data, show the applicability or inapplicability of
this Section 13.2.

     13.3. Upon Default. Upon the occurrence of an event of default hereunder,
if the Premises or any part thereof are then assigned

                                     - 4 -
<PAGE>
or sublet, Landlord, in addition to any other remedies herein provided or
provided by law, may at its option collect directly from such assignee or
subtenant all rents becoming due to Tenant under such assignment or sublease and
apply such rent against any sums due to Landlord from Tenant hereunder, and no
such collection shall be construed to constitute a novation or a release of
Tenant from the further performance of Tenant's obligations hereunder or an
acquiescence by Landlord to the occupancy of any part of the Premises by such
subtenant or assignee.

     13.4. Upon Termination. In the event of a termination of this Lease, at
Landlord's option, each subtenant of space in the Premises shall attorn to
Landlord. Each subtenant who hereafter subleases space within the Premises shall
be deemed to have agreed to the provisions of this subsection.

14. Damage.

     14.1. Landlord's Obligation to Restore. Subject to the provisions of
Sections 14.2, 14.3 and 14.4 hereof, in case of damage to the Building Standard
Work by fire or other casualty against which Landlord is insured, Tenant shall
give immediate notice to Landlord, who shall, to the extent originally provided
as Building Standard improvements, cause the damage to be repaired with
reasonable speed at the expense of Landlord, subject to delays which may arise
by reason of adjustment of loss under insurance policies and for delays beyond
the reasonable control of Landlord, and to the extent that any part of the
Premises are rendered untenantable, the Rent shall be proportionately abated
until the restoration of the Building Standard Improvements is completed. In no
event shall Tenant be able to terminate this lease if Landlord is acting in good
faith and diligently prosecuting to completion such repairs.

     14.2. Landlord's Option to Terminate. If the Premises are damaged or
destroyed by any cause whatsoever, and if, in the sole discretion of Landlord,
the Premises cannot be rebuilt or made fit for the purposes of Tenant within one
hundred twenty (120) days of the damage or destruction, Landlord instead of
rebuilding or making the Premises fit for Tenant, may at its option terminate
this Lease by giving notice of termination to Tenant within thirty (30) days
after such damage or destruction and thereupon Rent shall be apportioned and
paid to the date of such damage, and Tenant shall immediately deliver up
possession of the Premises to Landlord. Provided, however, that those provisions
of this Lease which are designated to cover matters of termination and
thereafter shall survive the termination hereof.

     14.3. Damage to the Building. Irrespective of whether the Premises are
damaged or destroyed, in the event that one half or more of the Net Rentable
Area of the Building is damaged or destroyed by any cause whatsoever, and if, in
the reasonable opinion of Landlord, the said area cannot be rebuilt or made fit
for the purpose of the Tenants of such space within one hundred and eighty (180)
days after the damage or destruction, the Landlord may at its option terminate
this Lease by giving to Tenant within thirty (30) days after such damage notice
of termination requiring it to vacate the Premises sixty (60) days after
delivery of the notice of termination and thereupon Rent shall be apportioned
and paid to the date on which possession is relinquished and Tenant shall
deliver up possession of the Premises to Landlord in accordance with such notice
of termination.

     14.4. Damage During Last Year of Term. In case the Building, the Premises
or Building Standard Improvements are substantially destroyed by fire or other
causes at any time during the last year of the Term of this Lease, either
Landlord or Tenant may terminate this Lease upon written notice to the other
party hereto given within sixty (60) days of the date of such destruction.

     14.5. No Claims. No damages, compensation or claim shall be payable by
Landlord for inconvenience, loss of business or annoyance arising from any
repair or restoration of any portion of the Premises, the Building Standard
Improvements or of the Building. Landlord shall use its best efforts to effect
such repairs promptly and in such manner as not to interfere unreasonably with
Tenant's occupancy.

15.  Condemnation.

     15.1. Total Taking. In the event that the whole or substantially the whole
of the Building or the Land shall be lawfully condemned or taken in any manner
for any public or quasi-public use, this Lease and the term and estate hereby
granted shall forthwith cease and terminate as of the date of taking of
possession for such use or purpose.

     15.2. Partial Taking. If more than fifty percent (50%) of the Premises
should be condemned or taken, either party may elect at anytime within thirty
(30) days of the date of such taking to cancel this Lease upon written notice to
the other, and thereupon this Lease shall terminate upon the date specified in
said notice, which date shall be no earlier than the date of such taking. Upon
any such taking or condemnation and the continuing in force of this Lease as to
any part of the Premises, the Gross Rent shall be diminished by an amount
representing the part of the Gross Rent properly applicable to the portion of
the Premises which may be so condemned or taken.

     15.3. Termination of Lease. In the event of the termination of this Lease
pursuant to the provisions of Section 15.1 and 15.2, this Lease and the term and
estate hereby granted shall expire as of the date of such termination in the
same manner and with the same effect as if that were the date set for the normal
expiration of the Term of this Lease, and the Gross Rent shall be apportioned as
of such date. The provisions of this Section 15.3 shall apply in the same manner
to any partial termination of this Lease pursuant to the provisions of this
Section 15.

     15.4. Condemnation Award. Landlord shall be entitled to receive the entire
aware in any condemnation proceeding without deduction therefrom for any estate
vested in Tenant by this Lease and Tenant shall receive no part of such award or
awards or any part thereof. Notwithstanding the foregoing, in the event of any
condemnation or taking pursuant to Section 15.1 or 15.2, Tenant shall be
entitled to appear, claim, prove and receive in the condemnation proceeding such
award as may be made as represents the loss or damage to Tenant's trade fixtures
and removable personal property, removal or relocation costs, and the
unamortized balance of any of Tenant's Extra Improvements or of any alterations
installed in the Premises at Tenant's expense.

     15.5. Temporary Taking. If the temporary use or occupancy of all or any
part of the Premises shall be condemned or taken for any public or quasi-public
use during the Term of this Lease, this Lease shall be and remain unaffected by
such condemnation or taking and Tenant shall continue to pay in full all sums
payable hereunder by Tenant, but in no event shall Tenant be liable for the
payment of sums payable hereunder for any period during such temporary use or
occupancy beyond the Term of this Lease. In the event of any such taking, Tenant
shall be entitled to appear, claim, prove and receive the entire award for such
taking as represents compensation for use or occupancy of the Premises during
the Term of this Lease, and Landlord shall be entitled to appear, claim, prove
and receive the entire award as represents the cost of restoration of the
Premises and the award representing use or occupancy of the Premises after the
end of the Term hereof.

     15.6. Restoration of the Building and Premises. In the event of any
condemnation or taking of less than the whole of the Building, and this Lease
shall continue in effect, in whole or in part, or in the event of a condemnation
or taking for a temporary use or occupancy of all or any part of the Premises,
Landlord, to the extent that the award shall be sufficient for the purpose,
shall proceed with reasonable diligence to repair, alter and restore the
remaining part of the Building and the Premises to substantially their former
condition to the extent that the same may be feasible.

16. Subordination. This Lease and all the rights of Tenant hereunder are subject
and subordinate to any deed of trust or mortgage, which does now or may
hereafter affect the Project and to any and all renewals, modifications,
consolidations, replacements and extensions thereof. It is the intention of the
parties that this provision be self-operative and that no further instrument
shall be required to effect such subordination of this Lease. Tenant shall,
however, upon demand at any time or times execute, acknowledge and deliver to
Landlord without expense to Landlord, any and all instruments that may be
necessary or proper to subordinate this Lease and all rights of Tenant hereunder
to said deed of trust or mortgage or to confirm or evidence said subordination.
In the event any proceedings are brought for the foreclosure of any such deed of
trust or mortgage Tenant covenants and agrees to attorn to the purchaser at any
summary proceedings or foreclosure sale, if requested to do so by such
purchaser, and to recognize such purchaser as the Landlord under this Lease.
Upon the request of the Landlord, or the trustee or beneficiary of such deed of
trust or mortgage, or of such purchaser, Tenant agrees to execute and deliver
within ten (10) days of such request any instrument which, in the sole judgment
of such requesting party, may be necessary or appropriate in any such summary or
foreclosure proceeding or otherwise to evidence such attornment. Tenant further
waives the provisions of any statute or rule of law, now or hereafter in effect,
which may give or purport to give Tenant any right of election to terminate or
otherwise adversely affect this Lease and the obligations of Tenant hereunder in
the event any such foreclosure proceeding is brought, prosecuted, or completed.

17.  Default. In the event that:

     17.1. Tenant shall default in the payment of Rent when the same shall
become due, and such default shall continue for a period of ten (10) consecutive
days; or

     17.2. Tenant shall vacate or abandon the Premises for a continuous period
in excess of ten (10) days; or

     17.3. Tenant shall default in the performance of any obligation required to
be performed by Tenant under this Lease (other than abandonment or the payment
of Rent) and shall fail, for a period of twenty (20) days after written notice
from Landlord specifying such default, to cure said default (unless such default
cannot be cured within said twenty (20) days in which case Tenant shall commence
to cure said default within said twenty 920) days and shall cure the same with
all reasonable dispatch); or

     17.4. Tenant shall be adjudicated bankrupt, or a petition by or against
Tenant for reorganization or adjustment of its obligations

                                     - 5 -
<PAGE>
under the Bankruptcy Act or any other existing or future insolvency or
bankruptcy statue shall be approved, or Tenant shall make a general assignment
of its property for the benefit of creditors, or a receiver or trustee shall be
appointed to take control of the business or assets of Tenant; then and in each
such case, Landlord may, at its option, terminate Tenant's right to possession
and thereby terminate this Lease, or without terminating this Lease re-enter the
Premises and for the account of Tenant re-let the same or any portion or
portions thereof for all or any part of the unexpired term of this Lease upon
such terms and conditions as Landlord may elect. In the event of any such
termination of this Lease by Landlord, Landlord shall be entitled to recover
from Tenant: 1) the worth at the time of award of the unpaid Rent which had been
earned at the time of termination; 2) the worth at the time of award of the
amount by which the unpaid Rent which would have been earned after termination
until the time of award exceeds the amount of such rental loss that Tenant
proves could have been reasonably avoided; 3) the worth at the time of award of
the amount by which the unpaid Rent for the balance of the term after the time
of award exceeds the amount of such rental loss that Tenant proves could be
reasonably avoided; and 4) any other amount necessary to compensate Landlord for
all detriment proximately caused by Tenant's failure to perform Tenant's
obligation under this Lease, or which in the ordinary course of things would be
likely to result therefrom. Efforts by landlord to mitigate the damages caused
by Tenant's breach of this Lease shall not constitute a waiver by Landlord of
its right to recover damages hereunder. In the event of such re-letting without
terminating this Lease, Landlord shall be entitled to recover monthly from
Tenant the difference between the monthly installments of Gross Rent and such
other amounts as may be payable by Tenant to Landlord pursuant to the provisions
hereof over the total monthly rental received by Landlord upon such re-letting,
after first deducting therefrom all expenses reasonably incurred by Landlord in
such re-letting and in repairing, renovating, remodeling and altering the
Premises for the purpose of such re-letting. Landlord shall not be deemed to
have elected to terminate this Lease or the liability of Tenant to pay Rent
thereafter to accrue or its liability for damages under any of the provisions
hereof by any such re-entry or by any action in unlawful detainer or otherwise
to obtain possession of the Premises, unless Landlord shall have notified Tenant
in writing that it has so elected to terminate this Lease, and Tenant agrees
that the service by Tenant of any notice pursuant to the unlawful detainer
statues of the State of California, and the surrender of possession pursuant to
such notice (unless Landlord elects to the contrary at the time of or at any
time subsequent to the service of such notice and such election be evidenced by
a written notice to Tenant) shall not be deemed to be a termination of this
Lease. For purpose of this Section 17, the following shall not constitute
termination of Tenant's right to possession: A) acts of maintenance or
preservation or efforts to re-let the Premises; or B) the appointment of a
receiver upon initiative of Landlord to protect the Landlord's interest under
this Lease. Nothing herein contained shall be construed as obligating Landlord
to re-let the whole or any part of the Premises. In the event of any entry or
taking possession of the Premises, Landlord shall have the right, but not the
obligation, to remove therefrom all or any part of the personal property located
therein and may place the same in storage at a public warehouse selected by
Landlord at the expense and risk of the owner or owners thereof. The remedies
provided Landlord hereunder shall be cumulative and shall be in addition and
supplemental to all other rights or remedies which Landlord may lawfully pursue
in the event of any breach or threatened breach by Tenant of any of the
provisions of this Lease.

     17.5 For purposes of computing unpaid Rent which would have accrued and
become payable under this Lease pursuant to the provisions of this Section 17,
unpaid Rent shall consist of the sum of:

          (i) The total Basic Rent for the balance of the Term; plus

          (ii) A computation of the Basic Operating Cost increases for the
     balance of the Term, the assumed Basic Operating Cost increase for the
     calendar year of the default and each future calendar year in the Term to
     be equal to the Basic Operating Cost increase for the calendar year prior
     to the year in which default occurs compounded at a per annum rate equal to
     the mean average rate of inflation for the preceding five (5) calendar
     years as determined by the index (as defined in Section 3.2(b) above). If
     the index is either unavailable, is no longer published, or is calculated
     on a significantly different basis, the average rate of inflation shall be
     determined by reference to the most comprehensive official index then
     published which most closely approximates the rate of inflation.

          The "worth at the time of award of the amounts referred to in (i) and
(ii) above shall be computed with interest at the lesser of eighteen percent
(18%) per annum or the maximum rate allowed by law. The "worth at the time of
award" of the amount referred to in (iii) above shall be computed by reference
to competent appraisal evidence or the formula prescribed by and using the
lowest discount rate permitted under applicable law.

18. Signs. Tenant shall not install any sign or advertising or publicity device
which is visible from outside the Premises, in any public area, on any roof, on
any window or on any outside portion of the Building. Tenant may install an
identification sign within or adjacent to the entrance of the Premises provided
such sign has the prior approval of Landlord and conforms to the graphic
standards of the Building.

     Landlord shall list Tenant's name on the directory board that Landlord
shall provide and maintain in the lobby of the Building. As space is available,
other names may be listed on the directory board at Landlord's option in
relation to Tenant's Proportionate Share of the Building.

19. Rules and Regulations. At all times during the terms of this Lease, Tenant
shall comply with the Rules and Regulations for the Project which are attached
hereto as Exhibit "E" and incorporated herein by reference. Tenant agrees that
Landlord shall have the right to amend said Rules and Regulations and to
promulgate new Rules and Regulations applicable to all Tenants in the Building
which relate to their use and occupancy thereof. Landlord shall not be
responsible to Tenant for the nonperformance by any other Tenant or occupant of
any said Rules and Regulations.

20. Compliance With Regulations.

     20.1. Compliance by Tenant. Tenant shall at its sole cost and expense
promptly comply with all laws, statutes, laws concerning environmental hazards,
including, but not limited to asbestos, ordinances and governmental rules,
regulations or requirements now in force or which may hereafter be in force,
with the requirements of any board of fire underwriters or other similar body
now or hereafter constituted, with any direction or occupancy certificate issued
pursuant to any law by any public officer or officers, as well as the provisions
of all recorded documents affecting the Premises, insofar as any thereof relate
to or affect the condition, use or occupancy of the Premises, excluding
requirements of structural changes not related to or affected by improvements
made by or for Tenant or not necessitated by Tenant's acts. The judgment of any
court of competent jurisdiction or the admission by Tenant in any action or
proceeding against Tenant, whether Landlord be a party thereto or not, that
Tenant has violated any such law, ordinance, requirement or order in the use of
the Premises, shall be conclusive of the fact as between Landlord and Tenant.

     20.2. Right to Contest. Landlord may at its option contest the validity of
any such law, ordinance, rule, order or regulation (hereinafter the "Law") by
notifying Tenant of its decision to do so within ten (10) days after receiving
the notice required by Section 20.3 hereof from Tenant. If Landlord declines to
so contest such Law, Tenant may do so at its own expense, and non-compliance by
it during such contest shall not constitute a breach of this Lease; provided
that it shall, to the satisfaction of the Landlord, indemnify and hold Landlord
harmless against the cost of compliance and against all liability for any loss,
damages, and expenses (including reasonable attorneys' fees) which might result
from or be incurred in connection with such contest or non-compliance; except
that non-compliance shall not continue so as to subject Landlord to any fine or
penalty or to prosecution for a crime.

     20.3. Notice to Landlord. If Tenant receives written notice of any
violation of any law, ordinance, rule, order or regulation applicable to the
Premises, it shall give prompt notice thereof to Landlord.

21. Self-Help. Tenant covenants and agrees that if it shall at any time fail to
make any payment or perform any act which the Tenant is obligated to make or
perform under this Lease, then Landlord may, but shall not be obligated so to
do, after any applicable grace period provided in Section 17 has expired, and
without waiving, or releasing the Tenant from, any obligations of the Tenant in
this Lease contained, make any payment or perform any act which the Tenant is
obligated to perform under this Lease, in such manner and to such extent as
shall be necessary, and in exercising any such rights, pay necessary and
incidental costs and expenses, employ counsel and incur and pay reasonable
attorneys' fees. Notwithstanding the foregoing, Landlord may make any such
payment or perform any such act before said applicable grace period has expired
if the same is necessary or required for the preservation or protection of the
Premises or the avoidance of penalties or other charges due to delinquent
payment of taxes or other actions. All sums so paid by Landlord and all
necessary and incidental costs and expenses in connection with the performance
of any such act by Landlord, together with interest thereon at the maximum rate
provided by law from the date of the making of such expenditure by Landlord,
shall be deemed Rent hereunder and shall be payable to Landlord on demand, or at
the option of Landlord may be added to any Rent then due or thereafter becoming
due under this Lease. Tenant covenants to pay any such sum or sums with interest
as aforesaid and Landlord, in addition to any other right or remedy it may have,
shall have the same rights and remedies in the event of the non-payment thereof
by Tenant as in the case of default by Tenant in the payment of Rent.

     The performance of any such act by Landlord shall not constitute a waiver
of Tenant's default in failing to perform the same. Unless caused by Landlord's
negligence or the negligence of Landlord's agents, employees or contractors,
Landlord shall not in any event be liable for inconvenience, annoyance,
disturbance, loss of business or other damage of Tenant or any other occupant of
the Premises or part thereof, by reason of making repairs or the performance of
any work on the Premises or on account of bringing materials, supplies and
equipment into or through the Premises during the course thereof; and the
obligations of Tenant under this Lease shall not thereby be affected in any
manner whatsoever,

                                     - 6 -
<PAGE>
22. Attorneys' Fees. If as a result of any breach or default in the performance
of any of the provisions of this Lease, Landlord uses the services of an
attorney in order to secure compliance with such provisions or recover damages
therefor, or to terminate this Lease or evict Tenant, Tenant shall reimburse
Landlord upon demand for any and all attorneys' fees and expenses so incurred by
Landlord, provided that if Tenant shall be the prevailing party in any legal
action brought by Landlord against Tenant, Tenant shall be entitled to recover
the fees of its attorneys in such amount as the court may adjudge reasonable.

23. Brokerage. Tenant covenants and represents that it has negotiated this Lease
directly with the broker designated on the Basic Lease information sheet and has
not acted by implication to authorize, nor has authorized, any other real estate
broker or salesman to act for it in these negotiations. Tenant agrees to defend,
indemnify and hold Landlord harmless from any and all claims by any other real
estate broker or salesman for a commission or finder's fee as a result of
Tenant's entering into this Lease.

24. Quiet Enjoyment. So long as Tenant is not in default under any of the
covenants and agreements of this Lease, Tenant's quiet and peaceful enjoyment of
the Premises shall not be disturbed or interfered with by Landlord or by any
person claiming by, through or under Landlord.

25. Notices. Any notice or other written instrument relating to this Lease may
be delivered personally to the party to whom such notice is addressed (delivery
to the president, a vice president, or the secretary of such party to constitute
personal delivery to such party), or may be mailed by registered or certified
mail to such party at the address listed on the Basic Lease Information sheet or
at such other address as such party from time to time may designate by written
notices. Any notice or other written instrument mailed as above provided shall
be effective at the expiration of seventy-two (72) hours after deposit of the
same, postage prepaid, in the United States mail at any place within the State
of California.

26. Holding Over. In the event Tenant shall hold the Premises after the
expiration of the Term hereof with the express or implied consent of Landlord,
such holding over shall be deemed to have created a tenancy from month to month,
terminable on thirty (30) days' notice by either party to the other, at a
monthly Basic Rent equal to two hundred percent (200%) of Landlord's published
rate for the Premises, which published rate shall not exceed 150% of the rate
charged for similar space in the local area, and otherwise subject to all of the
terms and provisions of this Lease.

27. Transfer by Landlord. Landlord shall have the right to transfer and assign,
in whole or in part, all of its rights and obligations hereunder and in the
Project, and in such event and upon its transferee's assumption of Landlord's
obligations hereunder no further liability or obligations shall thereafter
accrue against Landlord hereunder, and Landlord shall be entirely relieved of
all agreements and conditions of this Lease thereafter to be performed by the
Landlord under this Lease. Tenant agrees to attorn to any such transferee or
assignee.

28. Tenant's Remedies. Tenant shall look solely to Landlord's interest in the
Project for the recovery of any judgment from Landlord. Landlord, or if Landlord
is a partnership, its partners whether general or limited, or if Landlord is a
corporation, its directors, officers or shareholders, shall never personally be
liable for any such judgment. Any lien obtained to enforce any such judgment and
any levy of execution thereon shall be subject and subordinate to any lien,
mortgage or deed of trust to which Section 16 applies or may apply.

29. Guaranty. At the request of Landlord, Tenant shall provide a guaranty in the
form and from a party satisfactory to Landlord to guaranty all of the
obligations of Tenant hereunder.

30. Substitution of Premises.  [Clause Deleted]

31. Parking. Tenant shall have a right to parking spaces in the parking area
adjacent to the Building in accordance with the Parking Agreement attached
hereto as Exhibit F.

32. Miscellaneous.

     32.1. Grammar. Words of any gender used in this Lease shall be held and
construed to include any other gender and words and the singular number shall be
held to include the plural, unless the context otherwise requires.

     32.2. Covenants Binding on Successors. The terms, provisions, covenants and
conditions contained in this Lease shall apply to, inure to the benefit of, and
be binding upon, the parties hereto and upon their respective heirs, legal
representatives, successors and permitted assigns except as otherwise herein
provided.

     32.3. Captions. The captions inserted in this Lease are for convenience
only and in no way define, limit, or otherwise describe the scope or intent of
this Lease, or any provision hereof, nor in any way affect the interpretation of
this Lease.

     32.4. Estoppel Certificates. Tenant agrees, from time to time, within
twenty (20) days after request of Landlord, to deliver to Landlord, or
Landlord's designee, an estoppel certificate stating that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that the Lease is in full force and effect as modified and stating the
modifications), the date to which Rent and other charges have been paid, the
unexpired term of this Lease, whether there are any defaults or rent abatements
or offsets claimed by Tenant and such other matters pertaining to this Lease as
may be reasonably requested by Landlord or Landlord's Mortgagee, it being
intended that any such statements delivered pursuant to this subparagraph may be
relied upon by any prospective purchaser of all or any part of the interest of
Landlord in the Premises or mortgagee or assignee of any mortgage upon all or
any part of such interest of the Landlord, and their respective successors and
assigns.

     32.5. Modification. This Lease may not be altered, changed or amended
except by an instrument in writing signed by the parties hereto.

     32.6. Memorandum of Lease. The Lease shall not be recorded, but the parties
agree, at the request of either of them, to execute a Memorandum of Lease for
recording, containing the names of the parties, the legal description, the term
of the Lease and the options granted hereunder.

     32.7. Time is of the Essence. Time is of the essence of this Lease, and all
provisions herein relating thereto shall be strictly construed.

     32.8. Relationship of Parties. Nothing contained herein shall be deemed or
construed by the parties hereto, nor by any third party, as creating the
relationship of principal and agent or of partnership, or of joint venture by
the parties hereto, it being understood and agreed that no provision contained
in this Lease nor any acts of the parties hereto shall be deemed to create any
relationship other than the relationship of Landlord and Tenant.

     32.9. Severability. If any term or provision of this Lease shall to any
extent be held invalid or unenforceable, the remaining terms and provisions of
this Lease shall not be affected thereby, but each term and provision of this
Lease shall be valid and be enforced to the fullest extent permitted by law.

     32.10. Law Applicable. This Lease shall be construed and enforced in
accordance with the laws of the State of California.

     32.11. Covenants and Conditions. All of the obligations of the Tenant and
the Landlord hereunder shall be deemed and construed to be conditions as well as
covenants as through the words specifically expressing or importing covenants
and conditions were used in each separate instance.

     32.12. Entire Agreement. This Lease contains the entire agreement between
the parties relating thereto. All prior negotiations or stipulations concerning
any matter which preceded or accompanied the execution hereof are conclusively
deemed to be superseded hereby.

     32.13. Authority of Tenant. Each of the persons executing this Lease on
behalf of Tenant does hereby covenant and warrant that he or she is authorized
to act for Tenant and on its behalf to enter into this Lease, and that if Tenant
is a corporation, Tenant is a corporation duly organized and existing in the
state of its incorporation and qualified to do business in the State of
California.

     32.14. Exclusivity. As long as Tenant is not in default of this Lease,
Landlord shall not lease any space on the first (1st) floor of the Building to
another tenant which is insured by the Federal Insurance Deposit Corporation.

     33.15. Negotiation Right. For a period of fifteen (15) days from receipt of
Landlord's notice, Tenant shall have the exclusive right to negotiate
with Landlord over any vacant space in the Building which is not subject to a
previously existing exclusive negotiating right.

     33.16. ADA. Landlord shall be responsible for any alterations to the
Building which are (i) required under the Americans with Disabilities Act, and
(ii) not exclusively occasioned by Tenant's occupancy.


                                     - 7 -

<PAGE>

IN WITNESS WHEREOF the parties hereto have executed this Lease on the date first
above written.

                 LANDLORD: MARCH TOWER ASSOCIATES II, LLC


                 By: MARCH TOWER ASSOCIATES II, LLC


(Acknowledgment) By Atlas Properties, Inc., Authorized Agent


                 By /s/ Edward A. Barkett
                    ---------------------------------------

                    Title Edward A. Barkett, President


          TENANT: SERVICE 1st BANK


                 By /s/ Bryan Hyzdu
                    ---------------------------------------

                 Title President


(Acknowledgment) By
                    -----------------------------------------

                 Title
                       --------------------------------------


                                     - 8 -

<PAGE>

                                    EXHIBIT A

                          LEGAL DESCRIPTION OF PROPERTY

That certain real property situated in the City of Stockton, County of San
Joaquin, State of California, described as follows:

Lot four, Inclusive, as shown upon Parcel Map filed for record July 19, 1985, in
Book 13 of Parcel Maps at Page 145, San Joaquin County Records.


                                     - 9 -

<PAGE>

                                    EXHIBIT B

                                    SITE PLAN

                                [GRAPHIC OMITTED]


                                     - 10 -

<PAGE>

                                    EXHIBIT C

                                  FLOOR PLAN(S)


                                     - 11 -

<PAGE>
                                    EXHIBIT D

                    TENANT IMPROVEMENTS WORK LETTER AGREEMENT

                        [Text of Entire Exhibit Deleted]


                             - Pages 12 through 14 -
<PAGE>

                                  SCHEDULE D-1

                        [Text of Entire Schedule Deleted]


                                     - 15 -
<PAGE>

                                    EXHIBIT E

                              Rules and Regulations

1. Sidewalks, doorways, vestibules, halls, stairways, parking areas, driveways,
and similar areas shall not be obstructed, nor shall refuse, debris, equipment,
furniture, boxes or other items be placed therein by Tenant or its officers,
agents, servants and employees, or used for any purpose other than ingress and
egress to and from the Premises, or for going from one part of the Building to
another part of the Building. Canvassing, soliciting, and peddling in the
Building are prohibited.

2. No signs, directories, posters, advertisements or notices shall be painted or
affixed on or to any of the windows, doors, balconies or walkways or other parts
of the Building, except in such color, size and style, and in such places, as
shall be first approved in writing by Landlord in its discretion. One Building
standard suite identification sign will be prepared by Landlord at Landlord's
expense. No additional sign shall be posted without Landlord's prior written
consent as to location and form, and the cost of preparing and posting such
signs shall be borne solely by Tenant. Landlord shall have the right to remove
all unapproved signs without notice to Tenant at the expense of Tenant.

3. Tenants shall not do, or permit anything to be done in or about the Building,
or bring or keep anything therein, that will in any way increase the rate of
fire or other insurance on the Building or on property kept therein or otherwise
increase the possibility of fire or other casualty.

4. Landlord shall have the power to prescribe the weight and position of heavy
equipment or objects which may over stress any portion of the floor. All damage
done to the Building by the improper placing of such heavy items will be
repaired at the sole expense of the responsible Tenant.

5. A Tenant shall notify the Building manager when safes or other heavy
equipment are to be taken in or out of the Building, and the moving shall be
done after written permission (which permission shall not be unreasonably
withheld) is obtained from Landlord on such conditions as Landlord shall
require. Any moving in or moving out of Tenant's equipment, furniture, files
and/or fixtures shall be done only with prior written notice to Landlord, and
Landlord shall be entitled to prescribe the hours of such activity, the
elevators which shall be available for such activity, and shall, in addition, be
entitled to place such other conditions upon Tenant's moving activities as
Landlord deems appropriate. Tenant shall bear all risk of loss relating to
damage incurred with respect to Tenant's property in the process of such a move
and, in addition, shall indemnify and hold Landlord harmless as to all losses,
damages, claims, causes of action, costs and/or expenses relating to personal
injury or property damage sustained by Landlord or any third party on account of
Tenant's moving activities.

6. Entry doors, when not in use, shall be kept closed.

7. All deliveries must be made during normal working hours. Landlord's written
approval must be obtained for any delivery after normal working hours. Loading
areas shall be kept clear for traffic when not in use.

8. Each Tenant shall cooperate with Landlord's employees in keeping the Premises
neat and clean.

9. Tenants shall not cause or permit any improper noises in the Building, or
allow any unpleasant odors to emanate from the Premises, or otherwise interfere,
injure or annoy in any way other Tenants, or persons having business with them.

10. No animals shall be brought into or kept in or about the Building.

11. No boxes, crates or other such materials shall be stored in hallways or
other Common Areas. When Tenant must dispose of creates, boxes, etc., it will be
the responsibility of Tenant to dispose of same prior to or after the hours of
7:30 a.m. and 5:30 p.m. so as to avoid having such debris visible in the Common
Areas during Normal Business Hours.

12. No machinery of any kind, other than computers, computer equipment and
ordinary office machines such as typewriters and calculators, shall be operated
on Premises without the prior written consent of Landlord, nor shall a Tenant
use or keep in the Building any inflammable or explosive fluid or substance
(including Christmas trees and ornaments) or any illuminating materials except
candles. No space heaters or fans shall be operated in the Building.

13. No bicycles, motorcycles or similar vehicles will be allowed in the
Building.

14. Nothing shall be affixed to or made to hang from the ceiling of the Premises
without Landlord's prior written consent.

15. Landlord has the right to evacuate the Building in the event of an emergency
or catastrophe.

16. No food and/or beverages shall be sold from Tenant's office without prior
written approval of Landlord.

17. No additional locks shall be placed upon any doors without the prior written
consent of Landlord. All necessary keys shall be furnished by Landlord, and the
same shall be surrendered upon termination of this Lease, and Tenant shall then
give Landlord or his agent an explanation of the combination of all locks on the
doors or vaults. Tenant shall initially be given two (2) keys to the Premises by
Landlord. No duplicates of such keys shall be made by Tenant. Additional keys
shall be obtained only from Landlord, at a fee to be determined by Landlord.

18. Tenants shall not locate furnishings or cabinets adjacent to mechanical or
electrical access panels so as to prevent operating personnel from servicing
such units as routine or emergency access may require. Cost of moving such
furnishings for Landlord's access will be for Tenant's account.

19. Tenant shall comply with parking rules and regulations as may be posted and
distributed from time to time.

20. No portion of the Building shall be used for the purpose of lodging rooms.

21. Vending machines or dispensing machines of any kind will not be placed in
the Premises by a Tenant (unless such machines are installed to serve Tenant's
employees and invitees entering in connection with Tenant's office activities,
but not the public generally).

22. Tenant shall not alter or replace window shades, blinds, drapes, or any
other window treatment of any kind whatsoever without Landlord's prior written
approval. Landlord will control all internal lighting that may be visible from
the exterior of the Building and shall have the right to change any unapproved
lighting, without notice to Tenant, at Tenant's expense.

23. No Tenant shall make any changes or alterations to any portion of the
Building without Landlord's prior written approval, which may not be
unreasonably withheld. All such work shall be done by Landlord or by contractors
and/or workmen approved by Landlord, working under Landlord's supervision.


                                     - 16 -

<PAGE>

                                    EXHIBIT F

                                PARKING AGREEMENT

1. Scope. The parking areas, or designated portions thereof, shall be available
for the use of Tenants of the Building and, to the extent designated by
Landlord, the employees, agents, customers, and invitees of the Tenants subject
to the rules and regulations as set by Landlord from time to time. However,
Landlord may restrict certain portions of the parking areas to parking for
Tenant and other Tenants of the Building and their employees and agents, and may
designate other areas to be used at large only by customers and invitees of
Tenants of the Building. In addition, Landlord may also assign designated
parking stalls for Tenant, its employees, agents and invitees.

2. Parking Stalls. Tenants shall be authorized to use one parking stall per
every 250 square feet of net rentable area Leased.

3. Changes. Notwithstanding any provision contained in this Agreement, or in the
Lease, Landlord reserves the right from time to time to make reasonable changes
in, additions to and deletions from the parking areas and the purposes to which
the same may be devoted, and the use of the parking areas shall at all times be
subject to such reasonable rules and regulations as may be promulgated by
Landlord. Landlord shall not make any change in the parking area or modify the
rules and regulations without providing Tenant with at least thirty (30) days'
written notice.

4. Removal. Landlord, or its agents, if Landlord has delegated such privileges,
shall have the right to cause to be removed any vehicle of Tenant, its employees
or agents that are parked in violation of this Agreement or in subsequent rules
and regulations, without liability of any kind to Landlord, its agents or
employees.

Dated:

LANDLORD: MARCH TOWER ASSOCIATES II, LLC


          By: MARCH TOWER ASSOCIATES II, LLC


              By Atlas Properties Inc., Authorized Agent


                 By /s/ EDWARD A. BARKETT
                    ------------------------------------

                    Title Edward A. Barkett, President


TENANT:   SERVICE 1st BANK


          By /s/ Bryan Hyzdu
             ---------------------------

          Title President


          By
             ---------------------------

          Title
                ------------------------


                                     - 17 -

<PAGE>

                                    EXHIBIT G

                              Option to Extend Term

1. Landlord hereby grants to Tenant two (2) options (the "Option") to extend the
initial Term (the "Initial Term") for an additional five (5) years each (the
"Option Term"), upon and subject to the terms and conditions set forth herein.
The Option Term shall be each exercised, if at all, by written notice the
Landlord on or before the date that is one (1) year prior to the Expiration Date
of the Initial Term, except that the Rent to be paid during the Option Term
shall be the Prevailing Market Rental, as hereinafter defined, for the Demised
Premises for the Option Term. Anything contained herein to the contrary
notwithstanding, If Tenant is in default under any of the terms, covenants or
conditions of this Lease either at the time Tenant exercises the Option or at
any time thereafter prior to the Commencement Date of the Option Term, Landlord
shall have, in addition to all of Landlord's other rights and remedies provided
in this Lease, the right to terminate the Option upon notice to Tenant, in which
event the Expiration Date of this Lease shall be and remain the Expiration Date
of the Initial Term. As used herein, the term "Prevailing Market Rental" for the
premises shall mean the rental and all other monetary payments and escalations,
including, without limitation, consumer price indexing, that Landlord could
obtain from a third party desiring to lease the Demised Premises for the Option
Term, taking into account the age of the Building, the size, location and floor
levels of the Demised Premises, the quality of construction of the Building and
the demised Premises, the services provided under the terms of the Lease, the
rental then being obtained for new leases of space comparable to the Demised
Premises in the locality of the Building, and all other factors that would be
relevant to the third party desiring to lease the Demised Premises for the
Option Term in determining the rental such party would be willing to pay
therefor; provided, however, no allowance for the construction of tenant
improvements shall be taken into account in determining Prevailing Market
Rental.

2. If Tenant exercises the Option, Landlord shall send to Tenant a notice
setting forth the Prevailing Market Rental for the Demised Premises for the
Option Term, on or before the date that is 240 days prior to the Expiration Date
of the Initial Term. In the event Tenant disputes Landlord's determination of
the Prevailing Market Rental for the Option Term, Tenant shall, within thirty
(30) days after the date of Landlord's notice setting forth the Prevailing
Market Rental for the Option Term, send to Landlord a notice stating that Tenant
either (i) elects to terminate its exercise of the Option, in which event the
Option shall lapse and this Lease shall terminate on the Expiration Date of the
Initial Term in the manner provided herein, or (ii) desires to submit the
dispute as to the Prevailing Market Rental for the Option Term to arbitration as
provided in Paragraph 3 herein. If Tenant does not send to Landlord a notice as
provided in the previous sentence, Landlord's determination of the Prevailing
Market Rental shall be the Base Annual Rent to be paid by Tenant hereunder
during the Option Term. In the event Tenant elects to arbitrate, and such
arbitration shall not have been concluded prior to the Commencement Date of the
Option Term, Tenant shall pay Rent to Landlord hereunder adjusted to reflect the
Prevailing Market Rental as determined by Landlord in the manner provided above.
If the amount of Prevailing Market Rental as finally determined by arbitration
is greater than Landlord's determination, Tenant shall pay to Landlord the
difference between the amount paid by Tenant and the Prevailing Market Rental as
so determined by arbitration within thirty (30) days after the determination,
and if the Prevailing Market Rental as finally determined by arbitration is less
than Landlord's determination, the difference between the amount paid by Tenant
and the Prevailing Market Rental as so determined by arbitration shall be
credited against the next installments of Base Annual Rent due from Tenant to
Landlord hereunder.

3. In the event Tenant elects to submit the determination of the Prevailing
Market Rental for the Demised Premises for the Option Term to arbitration, the
judgement or the award rendered in any such arbitration may be entered in any
court having jurisdiction and shall be final and binding upon the parties. The
arbitration shall be conducted and determined in the City and County where the
Site is located in accordance with the then prevailing rules of the American
Arbitration Association or its successor for arbitration of commercial disputes,
except to the extent that the procedures mandated by said rules shall be
modified as follows:

     (a) Landlord shall specify the name and address of the person to act as the
arbitrator on its behalf. The arbitrator shall be qualified as a real estate
appraiser familiar with the prevailing market rentals of first-class office
buildings in the area in which the Site is located and shall be a member of the
National Institute of Real Estate Appraisers. Within ten (10) business days
after the selection by Landlord of its arbitrator, Tenant shall give notice to
Landlord specifying the name and address of the person designated by Tenant as
arbitrator on its behalf who shall be similarly qualified. If Tenant fails to
notify Landlord of the appointment of its arbitrator, within or by the time
above specified, then the arbitrator appointed by Landlord shall be the
arbitrator to determine the issue.

     (b) In the event that two (2) arbitrators are chosen pursuant to Paragraph
3(a) herein, the arbitrators so chosen shall meet within ten (10) business days
after the second arbitrator is appointed and, if within ten (10) business days
after such first meeting the arbitrators shall be unable to agree properly upon
a determination of the Prevailing Market Rental for the Demised Premises for the
Option Term, shall appoint a third arbitrator, who shall be a competent and
impartial person with qualifications similar to those required of the first two
arbitrators pursuant to Paragraph 3(a) herein. In the event they are unable to
agree upon such appointment within five (5) business days after the expiration
of such ten-day period, the third arbitrator shall be selected by the parties
themselves, if they can agree thereon, within a further period of ten (10) days,
If the parties do not so agree, then either party on behalf of both, may request
appointment of such a qualified person by the then Chief Judge of the United
States District Court having jurisdiction over the City and County in which the
Site is located and the other party shall not raise any question as to such
Judge's full power and jurisdiction to entertain the application for and make
appointment. The three arbitrators shall decide the dispute if it has not
previously been resolved by following the procedure set forth in Paragraph 3(c)
herein and shall attempt to so decide the issue within ten (10) business days of
the appointment of the third arbitrator.

     (c) The determination of the appraisers or the sole appraiser shall be
conclusive upon the parties. If the appraisers do not agree on the Prevailing
Market Value, the determination of the two appraisers which are closest in value
should be averaged, which average shall be the Prevailing Market Rental.

     (d) In the event of a failure, refusal or inability of any arbitrator or
act, his successor shall be appointed by him, but in the case of the third
arbitrator, his successor shall be appointed in the same manner as provided for
appointment of the third arbitrator. Any decision in which the arbitrator
appointed by Landlord and the arbitrator appointed by Tenant concur shall be
binding and conclusive upon the parties. Each party shall pay the fee and
expenses of its respective arbitrator, and both shall equally share the fee and
expenses of the third arbitrator, if any, and the attorney's fees and expenses
of counsel for the respective parties and of witnesses shall be paid by the
respective party engaging such counsel or calling such witnesses.

     (e) The arbitrators shall have the right to consult experts and competent
authorities with factual information or evidence pertaining to a determination
of the Prevailing Market Rental, but any such consultation shall be made in the
presence of both parties with full right on their part to cross-examine. The
arbitrators shall render their decision and award in writing with counterpart
copies to each party. The arbitrators shall have no power to modify the
provisions of this Lease.


                                     - 18 -

<PAGE>

                                    EXHIBIT H

                               HOURS OF OPERATION

Tenant shall occupy the premises during "Normal Working Hours", more
particularly described as:

            Monday through Friday       7:00 a.m. -  6:00 p.m.
            Saturday                    9:00 a.m. - 12:00 p.m.

Not to be included in normal working hours are "Holidays", which are defined in
Section 1.4 of this Lease, and Sundays.

Any times not included in normal working hours are to be known as
"Above-Standard".

If, at any time, Tenant wishes to occupy the premises during above-standard
hours, Tenant by doing so implicitly agrees to pay Landlord, on a monthly basis,
for the Increased operating costs caused by Tenant's above-standard usage of the
building. Landlord will furnish to Tenant, no later than 20 days after end of
the month in which Tenant has enjoyed above-standard usage, an invoice for
Tenant's proportionate share of the above-standard operating expenses. The
invoice will be due and payable at the same time the next month's Lease payment
is due.

      SERVICE 1st BANK


By /s/ BRYAN HYZDU
   ---------------------------------
Its     President


By
   ---------------------------------
Its
   ---------------------------------
Date
    --------------------------------


                                     - 19 -

<PAGE>

                                    EXHIBIT I

                               GUARANTEE AGREEMENT

                        [Text of Entire Exhibit Deleted]

GUARANTORS


By
  ----------------------------


By
  ----------------------------


By
  ----------------------------


                                     - 20 -

<PAGE>

                           TENANT ESTOPPEL CERTIFICATE

     The undersigned ("Tenant") hereby warrants, represents and certifies to and
agrees with SALOMON BROTHERS REALTY CORPORATION, its successors and assigns,
whose mailing address is 388 Greenwich Street, 11th Floor, New York, New York
("Lender"), the following statements set forth below in this Tenant Estoppel
Certificate (the "Certificate") with the understanding that Lender is relying on
such warranties, representations, certifications and agreements in this
Certificate as an inducement to the Lender in making a permanent loan (the
"Loan") to MARCH TOWER ASSOCIATES II, LLC ("Landlord"), secured by, among other
things, that certain deed of trust/mortgage, assignment of rents and security
agreement executed (or to be executed) by Landlord for the benefit of Lender
(the "Instrument") encumbering the land and buildings located on the property as
more particularly described on Exhibit A attached hereto (the "Mortgaged
Property"). Based upon the foregoing, Tenant hereby warrants, represents and
certifies as follows:

     1. The Tenant is the subtenant under that certain Sublease (the "Sublease")
dated February 1, 1999 between Tenant and Foundation Health Systems, Inc. The
Sublease and the underlying master lease expires on September 30, 2002. Tenant
and Landlord have executed that certain lease (the "Lease") dated April 24, 2002
between Landlord, as landlord, and Tenant, as tenant, covering office space
located at 2800 W. March Lane, Suite No. 120 (the "Demised Premises") in the
Mortgaged Property and the following information concerning the Lease, the
Tenant and the Demised Premises is true and correct:

          (a) A true, correct and complete copy of the Lease together with all
amendments, modifications, side letters, guaranties, letters of credit and other
documents evidencing, governing or securing the Tenant's obligations under the
Lease are attached hereto as Exhibit B. The Lease constitutes the entire
agreement between the Landlord and the Tenant concerning the Demised Premises
and the Mortgaged Property and there are no other agreements, written or oral,
between the Landlord and the Tenant relating thereto except as attached in
Exhibit B.

          (b) The Lease will commence pursuant to its terms and be in full force
and effect as of October 1, 2002. Except as otherwise set forth in the Lease or
as permitted by applicable law, the Tenant has no right to vacate the Demised
Premises or cease to operate its business therefrom.

          (c) The Lease will commence on 10/01/2002 and expire on September 30,
2009. The Tenant has two remaining options to renew the Lease for two successive
periods of five years each.

          (d) As of October 1, 2002, the Tenant will be presently obligated to
pay the following amounts to the Landlord pursuant to the Lease:

Tenant Estoppel Certificate (Page 1 of 6)
2800 West March Lane - Stockton, California
SBRC Loan #
Service 1st Bank Estoppel.doc

<PAGE>

               (i)

-------------------   ---------------   ------------------------
Annual Minimum Rent   Monthly Payment   Applicable Periods
-------------------   ---------------   ------------------------
$106,370.40           $ 8,864.20        10/01/2002 to 09/30/2003
-------------------   ---------------   ------------------------
$109,561.56           $ 9,130.13        10/01/2003 to 09/30/2004
-------------------   ---------------   ------------------------
$112,848.36           $ 9,404.03        10/01/2004 to 09/30/2005
-------------------   ---------------   ------------------------
$116,233.80           $ 9,686.15        10/01/2005 to 09/30/2006
-------------------   ---------------   ------------------------
$119,720.76           $ 9,976.73        10/01/2006 to 09/30/2007
-------------------   ---------------   ------------------------
$123,312.36           $10,276.03        10/01/2007 to 09/30/2008
-------------------   ---------------   ------------------------
$127,011.72           $10,584.31        10/01/2008 to 09/30/2009
-------------------   ---------------   ------------------------

               (ii) Common area maintenance (CAM) charges of $0.00 per month
          (amount is based upon an estimate):

               (iii) Real estate taxes are included with common area maintenance
          (CAM) charges;

               (iv) Insurance charges are included with common area maintenance
          (CAM) charges; and

               (v) Other charges of $500.00 per month representing costs for
          Sign.

          (e) If percentage rent is payable by the Tenant to the Landlord under
the Lease, the last year for which such percentage rent was calculated under the
Lease was N/A, 19__ to N/A, 19__ and the amount of percentage rent due and paid
for such year was $N/A.

          (f) The Tenant has paid the monthly charges described in subparagraph
1(d)(i) above through and including the month of N/A. The Tenant has paid the
charges described in subparagraphs 1(d)(ii) through 1(d)(v) through the most
recent billing period for such charges.

          (g) The Tenant is in possession of the Demised Premises, is presently
open and conducting business with the public at the Demised Premises under the
trade name of Service lst Bank and occupies and uses no other space in the
Mortgaged Property other than the Demised Premises.

          (h) As of the date hereof, except as otherwise expressly set forth in
the Lease or on the attached schedule (if necessary), the Tenant is not entitled
to any credits, reductions,

<PAGE>

offsets, defenses, free rent, rent concessions or abatements of rent under the
Lease or otherwise against the payment of rent or other charges under the Lease.

          (i) No rent has been paid more than one (1) month in advance.

          (j) Under the Lease, Landlord has no obligation to make or to pay the
Tenant for any improvements, alterations or work done on the Demised Premises.

          (k) To Tenant's knowledge, there are no existing or claimed conditions
which are or with the passage of time would constitute a default on the part of
the Landlord or the Tenant under the terms of the Lease. The Tenant has not
assigned, transferred, mortgaged, or hypothecated the Lease or any interest
therein or subleased all or any portion of the Demised Premises.

          (l) The Tenant does not have any option or right of first refusal to
purchase the Demised Premises or all or any portion of the Mortgaged Property.
The Tenant does have an exclusive negotiating right on vacant space within the
Mortgaged Property.

          (m) The Landlord is not holding any security deposit except in the
amount of $N/A.

          (n) Neither Tenant nor any guarantor of the Lease is presently the
subject of any proceeding pursuant to the United States Bankruptcy Code of 1978,
as amended.

     2. This Certificate shall apply to, bind and inure to the benefit of the
Lender and the Tenant and their respective successors and assigns. As used
herein, the term "Tenant" shall mean and include the present tenant under the
Lease, any permitted subtenant under the Lease, any permitted assignee of Tenant
under the Lease and any successor of any of them. The term "Lender" as used
herein shall include the current holder of the Instrument, successors and
assigns of Lender and any person, party or entity which shall become the owner
of (a) the Mortgaged Property by reason of a foreclosure of the Instrument or
the acceptance of a deed or assignment in lieu of foreclosure or otherwise
and/or (b) the Loan and Instrument; provided, however, any party listed herein
as included in the definition of "Lender" shall only be liable for any acts,
omissions, liabilities or obligations of that particular party and not for any
such matters of any other party included in the definition of "Lender". The term
"Landlord" as used herein shall mean and include the present landlord under the
Lease and such landlord's predecessors and successors in interest under the
Lease.

     3. The warranties, representations, certifications and agreements of Tenant
set forth in this Tenant Estoppel Certificate are given and made with reference
to the facts and circumstances existing and known to Tenant as of the date of
Tenant's signature below. Tenant does not undertake to notify Lender of any
different, changed or new facts and circumstances of which Tenant may become
aware after the date of Tenant's signature.

                  [remainder of page intentionally left blank]

<PAGE>

                                       Tenant:

                                       Service lst Bank

                                       a California Corporation


                                       By: /s/ Bryan Hyzdu
                                           -------------------------------------
                                       Title: [Print Name/Title]
                                               Bryan Hyzdu, President

                                       Date: 5-3-02

<PAGE>

                                    EXHIBIT A

                               MORTGAGED PROPERTY

THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF STOCKTON, COUNTY OF SAN
JOAQUIN, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

LOT FOUR, INCLUSIVE, AS SHOWN ON PARCEL MAP FILED FOR RECORD JULY 19, 1985, IN
BOOK 13 OF PARCEL MAPS AT PAGE 145, SAN JOAQUIN COUNTY RECORDS.

<PAGE>

                                    EXHIBIT B

                                      LEASE

                             (attach copy of lease)