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                                                                EXHIBIT 10(B)(6)
 
                             PETALUMA OFFICE LEASE
 
                             REDWOOD BUSINESS PARK
                                   NET LEASE
 
     THIS LEASE, dated December 9, 1998, is made and entered into by and between
G & W/Copley Redwood Business Park, L.P. ("Landlord"), and Metro Commerce Bank,
Inc., a California corporation ("Tenant").
 
1. Premises.
 
     Landlord leases to Tenant, and Tenant hereby leases from Landlord for the
term of this Lease ("Term") and at the rent and upon the conditions set forth
below, the Premises described in the Basic Lease Information and identified on
the floor plan attached hereto as Exhibit A. The Premises are located within the
Building described in the Basic Lease Information, and constitute part of the
Project described in the Basic Lease Information and as shown in Exhibit A-1
attached hereto, at the Redwood Business Park, located in Petaluma, California.
All areas and facilities outside the Buildings and within the exterior
boundaries of the Project that are provided and designated by Landlord from time
to time for the general nonexclusive use and convenience of the tenants of the
Project shall be known as "Common Areas".
 
2. Term.
 
     (a) The Term shall commence March 1, 1999. A "Lease Year" is a period of
twelve (12) consecutive calendar months. A "Lease Month" is a calendar month.
The initial Term of this Lease shall be determined as follows:
 
          (1) If the Commencement Date of this Lease occurs on the first
     calendar day of a calendar month, the Term shall be for a period of Lease
     Years and Months as specified in the Basic Lease Information, unless
     terminated sooner as provided in this Lease.
 
          (2) If the Commencement Date of this Lease occurs on other than the
     first calendar day of a calendar month, the Term shall be for a period of
     Lease Years and Months as specified in the Basic Lease Information, plus
     the number of days remaining in the calendar month in which the
     Commencement Date occurs, unless terminated sooner as provided in this
     Lease.
 
3. Rent.
 
     (a) For purposes of this Lease, the term "Rent" shall mean the Base Rent,
Advanced Base Rent, all additional rent, and all of the other monetary
obligations of Tenant under this Lease. Upon execution of this Lease, Tenant
shall pay to Landlord the Advanced Base Rent set forth in the Basic Lease
Information. Tenant shall pay to Landlord the Base Rent specified in the Basic
Lease Information, payable on or before the first day of each and every
successive calendar month following the Commencement Date. If the Term commences
on other than the first day of a calendar month, the first payment of Base Rent
shall be appropriately prorated, on the basis of a 30-day month. Tenant's
payment of any Advanced Base Rent (excluding that portion attributable to last
month's rent, if any) shall be credited against Tenant's obligation to pay Base
Rent beginning as of the Commencement Date.
 
     (b) Tenant shall pay, as additional rent, all amounts of money required to
be paid to Landlord by Tenant under this Lease in addition to monthly Base Rent,
whether or not the same be designated "additional rent." If such amounts are not
paid at the time provided in this Lease, they shall nevertheless be collectable
as additional rent with the next installment of monthly Base Rent thereafter
falling due, but nothing herein contained shall be deemed to suspend or delay
the payment of any amount of money at the time the same becomes due and payable
hereunder, or limit any other remedy of Landlord.
 
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     (c) Tenant acknowledges that late payment by Tenant to Landlord of Rent
after the expiration of the grace period set forth in Paragraph 14(a)(1)
belowwill cause Landlord to incur costs not contemplated by this Lease, the
exact amount of which will be extremely difficult to ascertain. Such costs
include, but are not limited to, processing and accounting charges, and late
charges which may be imposed on Landlord by the terms of any trust deed covering
the Premises. Accordingly, if any installment of Rent or any other sums due from
Tenant shall not be received by Landlord when due, Tenant shall pay to Landlord
a late charge equal to six percent (6%) of such overdue amount. The parties
agree that such late charge represents a fair and reasonable estimate of the
costs Landlord will incur by reason of late payment by Tenant. Acceptance of
such late charge by Landlord shall in no event constitute a waiver of Tenant's
default with respect to such overdue amount, nor prevent Landlord from
exercising any of the other rights and remedies granted hereunder.
 
     (d) Any amount due to Landlord, if not paid when due, shall bear interest
from the date due until paid at the rate of ten percent (10%) per annum. Payment
of interest shall not excuse or cure any default hereunder by Tenant.
 
     (e) All payments due from Tenant to Landlord hereunder shall be made to
Landlord without deduction or offset, in lawful money of the United States of
America at Landlord's address for notices hereunder, or to such other person or
at such other place as Landlord may from time to time designate in writing to
Tenant.
 
4. Taxes and Operating Expenses.
 
     (a) In addition to the Base Rent, Tenant shall pay (i) Tenant's Percentage
Share of Property Taxes (according to the percentage set forth in the Basic
Lease Information) relating to those Property Taxes (as the term is defined
under Paragraph 4(a)(1) below) which are assessed during the Term, and (ii)
Tenant's Percentage Share of Operating Expenses (according to the percentage set
forth in the Basic Lease Information) relating to those Operating Expenses (as
the term is defined under Paragraph 4(a)(2) below) which are paid or incurred by
Landlord during the Term.
 
          (1) "Property Taxes" shall mean all real property taxes, bonds and
     assessments and governmentally imposed fees or charges (and any tax levied
     wholly or partly in lieu thereof) levied, assessed, confirmed, imposed or
     which have become a lien against the Building (which for the purposes of
     defining "Property Taxes" shall include the tax parcel of which the
     Building is a part) and Common Areas.
 
          (2) "Operating Expenses" shall mean the following: (A) all costs of
     management, operation, maintenance and repair of the Building and Common
     Areas, including, without limitation, property management expenses,
     maintenance and repair materials, supplies and equipment; (B) all costs of
     water, power, electricity, refuse collection, parking lot sweeping,
     landscaping, and other services relating to the Common Areas; (C) all costs
     of alterations or improvements to the Building or Common Areas made to
     achieve compliance with federal, state and local law including, without
     limitation, the Americans with Disabilities Act (42 U.S.C. Section 12101 et
     seq.), which costs will be amortized over the useful life of each
     alteration or improvement; (D) all costs of public liability and casualty
     insurance maintained by Landlord with respect to the Building and Common
     Areas; (E) all costs incurred by Landlord for making any capital
     improvements, structural repairs or modifications to the Building or Common
     Areas or making any improvements or modifications to reduce the operating
     expenses, which costs will be amortized over the useful life of each
     capital improvement, structural repair or modification; (F) all costs of
     maintaining machinery, equipment and directional signage or other markers;
     and G) the share allocable to the Building of dues and assessments payable
     under any reciprocal easement or common area maintenance agreements or
     declarations or by any owners' associations affecting the Building. That
     portion of the Operating Expenses relating to the property management
     expenses for the Building and Common Areas which shall be charged to Tenant
     shall be four percent (4%) of both Tenant's annual Base Rent and the
     subtotal of Tenant's share of Operating Expenses of the Building. In the
     event that Landlord calculates the Operating Expenses based upon the
     Project instead of the Building, as indicated on the Basic Lease
     Information, then the term "Project" shall be substituted in the place of
     all references to the term "Building" in this paragraph.
 
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     (b) The Property Taxes to be paid by Tenant shall be determined by
multiplying the total amount of the Property Taxes by Tenant's Percentage Share
of Property Taxes (which percentage is determined by multiplying 100% by a
fraction, the numerator of which is the rentable area of the Premises and the
denominator of which is the total rentable area of all improvements located
within the tax parcel of which the Premises are a part). Landlord may cause the
Common Areas of the Project to be separately assessed from other areas and
buildings of the Project. In such case, Tenant's Percentage Share of Property
Taxes attributable to the Common Areas shall be determined by the ratio that the
total rentable square feet in the Premises bears to the total number of square
feet of rentable area which is included in the property subject to the
assessment.
 
     (c) Operating Expenses for each calendar year shall be adjusted to equal
Landlord's reasonable estimate of Operating Expenses as though ninety-five
percent (95%) of the total rentable area of the Building had been occupied. When
the Building is one hundred percent (100%) occupied, the Operating Expenses
shall be adjusted to reflect a 100% occupied building. The Operating Expenses to
be paid by Tenant shall be determined by multiplying the total amount of the
Operating Expenses as adjusted above by Tenant's Percentage Share of Operating
Expenses (which percentage is determined by multiplying 100% by a fraction, the
numerator of which is the rentable area of the Premises and the denominator of
which is the total rentable area located within the Building, if the Operating
Expenses are calculated for the Building, or within the Project, if the
Operating Expenses are calculated for the Project).
 
     (d) Tenant shall pay to Landlord each month at the same time and in the
same manner as monthly Base Rent one-twelfth (l/12th) of Landlord's estimate of
the amount of Property Taxes and one- twelfth (1/12th) of Landlord's estimate of
Operating Expenses payable by Tenant for the then-current calendar year. The
initial monthly amount shall be as set forth in the Basic Lease Information.
Within (120) one hundred eighty (180) days after the close of each calendar
year, Landlord shall deliver to Tenant a statement in reasonable detail of the
actual amount of Property Taxes and Operating Expenses payable by Tenant in
accordance with this Paragraph 4 for such calendar year; Landlord 's failure to
provide such statement to Tenant within the 180-day period shall act as a waiver
against Landlord later delivering a statement to Tenant for such calendar year
and recovering additional amounts from Tenant based Upon the actual expenses for
such calendar year. Tenant may request further information if desired.
Landlord's failure to provide such statement to Tenant within the 180-day period
shall not act as a waiver and shall not excuse Tenant or Landlord from making
the adjustments to reflect actual costs as provided herein. If on the basis of
such statement Tenant owes an amount that is less than the estimated payments
for such calendar year previously made by Tenant, Landlord shall credit such
excess to Tenant against future additional rent due under this Paragraph 4. If
on the basis of such statement Tenant owes an amount that is more than the
estimated payments for such calendar year previously made by Tenant, Tenant
shall pay the deficiency to Landlord within fifteen (15) days after delivery of
the statement. The obligations of Landlord and Tenant under this Paragraph 4(d)
with respect to the reconciliation between the estimated and actual amounts of
Property Taxes and Operating Expenses payable by Tenant for the last year of the
Term shall survive the termination of the Lease. When the final determination is
made of the actual amounts of Property Taxes and Operating Expenses payable by
Tenant for the year in which this Lease terminates, Tenant shall immediately pay
any increase due over the estimated payments and, conversely, any overpayment
made by Tenant shall be immediately reimbursed to Tenant by Landlord.
 
5. Other Taxes.
 
     In addition to Tenant's obligations under Paragraph 4 above, Tenant shall
pay or reimburse Landlord for (i) any taxes upon, measured by or reasonably
attributable to the cost or value of Tenant's equipment, furniture, fixtures,
and other personal property located in the Premises or leasehold improvements
made in or to the Premises at Tenant's expense, (ii) for taxes, if any, measured
by or reasonably attributable to tenant improvements paid for by Tenant and
(iii) for any taxes, assessments, fees, or charges imposed by any public
authority or private community maintenance association upon or by reason of the
development, possession, use or occupancy of the Premises or the parking
facilities used by Tenant in connection with the Premises. On
 
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request by Landlord, Tenant shall furnish Landlord with satisfactory evidence of
payment of Tenant's business personal property taxes and deliver copies of such
business personal property tax bills to Landlord.
 
6. Use.
 
     6.1 Prohibited Uses.
 
          (a) The Premises shall be used and occupied by Tenant solely for the
     use set forth in the Basic Lease Information. Tenant shall, at Tenant's
     expense, comply promptly with all applicable federal, state and local laws,
     regulations, ordinances, rules, orders, and requirements in effect during
     the Term relating to the condition, use or occupancy of the Premises.
     Tenant shall not use or permit the use of the Premises in any manner that
     will tend to create waste or a nuisance, or that unreasonably disturbs
     other tenants of the Building or Project, nor shall Tenant place or
     maintain any signs, antennas, awnings, lighting or plumbing fixtures,
     loudspeakers, exterior decoration or similar devises on or visible from the
     exterior of the Premises, without Landlord's prior written consent, which
     may be withheld in Landlord's sole discretion. Tenant shall not use any
     corridors, sidewalks, stairs, elevators, or other areas outside of the
     Premises for storage or any purpose other than access to the Premises.
     Tenant shall not use, keep, or permit to be used or kept on the Premises
     any foul or noxious gas or substance, nor shall Tenant do or permit to be
     done anything in and about the Premises, either in connection with
     activities hereunder expressly permitted or otherwise, which would cause an
     increase in premiums for or a cancellation of any policy of insurance
     (including fire insurance) maintained by Landlord in connection with the
     Premises or the Building or which would violate the terms of any covenants,
     conditions, or restrictions, or the design guidelines, or the sign
     guidelines affecting the Building or the land on which it is located, or
     the Rules (as the term is defined under Paragraph 6.3(b) below).
 
          (b) Tenant shall be permitted to attach signage to the facia using
     standard individual plexiglass letters painted dark bronze and a double
     sided non-illuminated monument sight up to five (5) feet tall and four (4)
     feet wide on the landscape berm at Tenant's sole cost and expense, subject
     to Landlord's prior approval of the placement of such signage. Any signage
     so permitted shall be subject to prior approval of and conformance with the
     requirements of the design review committee of the Project and the design
     review agency of the City of Petaluma. At Tenant's expense, Tenant shall
     (i) maintain all permitted signage, and (ii) upon the expiration or
     termination of this Lease, remove such signage and repair any damage caused
     by their removal. If Tenant fails to do so, Landlord may maintain, repair
     or remove such signage without notice to Tenant and at Tenant's expense,
     the cost of which shall be payable by Tenant as additional rent in
     accordance with Paragraph 14(b)(2) below.
 
     6.2 Suitability. Tenant acknowledges that neither Landlord nor any agent of
Landlord has made any representation or warranty with respect to the Premises or
the Building or with respect to the suitability or fitness of either for the
conduct of Tenant's business or for any other purpose. Nor has Landlord agreed
to undertake any modification, alteration or improvement to the Premises except
as provided in this Lease. Tenant acknowledges that the Premises are located in
a 100-year flood zone and that the finished floor elevations of the Building are
designed to be at least one (1) foot above the federal government's estimate of
the 100-year flood level at the time of initial construction.
 
     6.3 Use of Common Areas.
 
          (a) Landlord gives Tenant and its authorized employees, agents,
     customers, representatives, and invitees the nonexclusive right to use the
     Common Areas, with others who are entitled to use the Common Areas, subject
     to Landlord's rights as set forth in this Paragraph 6.3.
 
          (b) All Common Areas shall be subject to the exclusive control and
     management of Landlord and Landlord shall have the right to establish,
     modify, amend, and enforce reasonable rules and regulations with respect to
     the Common Areas. Tenant acknowledges receipt of a copy of the current
     rules and regulations, attached hereto as Exhibit C, and agrees that they
     may, from time to time, be modified or amended by Landlord in a
     commercially reasonable manner (the "Rules"). Tenant agrees to abide by and
     conform with such Rules; to cause its concessionaires and its and their
     employees and agents to abide
 
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     by such Rules; and to use its best efforts to cause its customers,
     invitees, and licensees to abide by such Rules.
 
          (c) Landlord shall have the right to close temporarily any portion of
     the Common Areas for the purpose of discouraging use by parties who are not
     tenants or customers of tenants; to use portions of the Common Areas while
     engaged in making additional improvements or repairs or alterations to the
     Property; to use or permit the use of the Common Areas by others to whom
     Landlord may grant or have granted such rights; and to do and perform such
     acts in, to, and with respect to, the Common Areas as in the use of good
     business judgment Landlord shall determine to be appropriate for the
     Project. However, except in emergencies, Landlord shall provide reasonable
     access to the Premises over the Common Areas for the customers of Tenant.
 
          (d) Landlord shall have the unqualified right to increase or reduce
     the Common Areas, provided the Project meets the parking requirement under
     Paragraph 6.5 below.
 
          (e) Tenant shall cooperate with Landlord and other tenants in the
     Project in recycling waste paper, cardboard, or such other materials
     identified under any trash recycling program that may be established in
     order to reduce trash collection costs.
 
          (f) Upon commencement of the Lease, Landlord warrants that it has no
     knowledge of violations or pending actions by any governmental authority
     with respect to the Common Areas regarding ADA or other laws.
 
     6.4 Environmental Matters.
 
          (a) (1) The term "Hazardous Materials" as used herein means any
     petroleum products, asbestos, polychlorinated biphenyls, P.C.B.'s,
     chemicals, compounds, materials, mixtures or substances that are now or
     hereafter defined or listed in, or otherwise classified as a "hazardous
     substance", "hazardous material", "hazardous waste", "extremely hazardous
     waste", "infectious waste", "toxic substance", "toxic pollutant" or any
     other formulation intended to define, list or classify substances by reason
     of deleterious properties such as ignitability, corrosivity, reactivity,
     carcinogenicity or toxicity pursuant to any federal, state or local
     environmental law, regulation, ordinance, resolution, order or decree
     relating to industrial hygiene, environmental protection or the use,
     analysis, generation, manufacture, storage, release, disposal or
     transportation of the same ("Hazardous Materials Laws").
 
          (2) Except for ordinary office supplies and janitorial cleaning
     materials which in common business practice are customarily and lawfully
     used, stored and disposed of in small quantities, and except for those
     Hazardous Materials listed on Exhibit D attached hereto, Tenant shall not
     use, manufacture, store, release, dispose or transport any Hazardous
     Materials in, on, under or about the Premises, the Building or the Project
     without giving prior written notice to Landlord and obtaining Landlord's
     prior written consent, which consent Landlord may withhold in its sole
     discretion. Subject to Landlord's prior written consent, Hazardous
     Materials may be added to Exhibit D on an annual review basis, any such
     amendments to Exhibit D shall be signed by each party and attached hereto.
     Tenant shall at its own expense procure, maintain in effect, and comply
     with all conditions of any and all permits, licenses, and other
     governmental and regulatory approvals required in connection with Tenant's
     generation, use, storage, disposal and transportation of Hazardous
     Materials. Except as discharged into the sanitary sewer in strict
     accordance and conformity with all applicable Hazardous Materials Laws,
     Tenant shall cause any and all Hazardous Materials removed from the
     Premises to be removed and transported solely by duly licensed haulers to
     duly licensed facilities for final disposal of such materials and wastes.
     Regardless whether permitted under the Hazardous Materials Laws, Tenant
     shall not maintain in, on, under, or about the Premises, the Building or
     the Project any above or below ground storage tanks, clarifiers, or sumps,
     nor shall any wells for the monitoring of ground water, soils, or subsoils
     be allowed.
 
          (3) Tenant shall immediately notify Landlord in writing of: (a) any
     enforcement, cleanup, removal or other governmental or regulatory action
     instituted, completed or threatened pursuant to any Hazardous Materials
     Law; (b) any claim made or threatened by any person or entity against
     Tenant or the Premises relating to damage, contribution, cost, recovery,
     compensation, loss or injury resulting from or claimed to
 
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     result from any Hazardous Materials; and (c) any reports, information,
     inquiries or demands made, ordered, or received by or on behalf of Tenant
     which arise out of or in connection with the existence or potential
     existence of any Hazardous Materials in, on, under or about the Premises,
     the Building, or the Project, including, without limitation, any
     complaints, notices, warnings, asserted violations, or mandatory or
     voluntary informational filings with any governmental agency in connection
     therewith, and immediately supply Landlord with copies thereof.
 
          (b) Tenant shall indemnify, defend (by counsel reasonably acceptable
     to Landlord), protect, and hold Landlord, and each of Landlord's partners,
     officers, directors, partners, employees, affiliates, joint venturers,
     members, trustees, owners, shareholders, principals, agents,
     representatives, attorneys, successors and assigns, free and harmless from
     and against any and all claims, liabilities, damages, fines, penalties,
     forfeitures, losses, cleanup and remediation costs or expenses (including
     attorneys' fees) or death of or injury to any person or damage to any
     property whatsoever, arising from or caused in whole or in part, directly
     or indirectly, by (i) Tenant's use, analysis, generation, manufacture,
     storage, release, disposal, or transportation of Hazardous Materials by
     Tenant, Tenant's agents, employees, contractors, licensees or invitees to,
     in, on, under, about or from the Premises, the Building, or the Project, or
     (ii) Tenant's failure to comply with any Hazardous Materials Law. Tenant's
     obligations hereunder shall include, without limitation, and whether
     foreseeable or unforeseeable, all costs of any required or necessary
     repair, cleanup, detoxification or decontamination of the Premises, the
     Building, or the Project and the preparation and implementation of any
     closure, remedial action or other required plans in connection therewith,
     and shall survive the expiration or earlier termination of this Lease.
 
          (c) Landlord shall have the right to enter the Premises during regular
     business hours upon reasonable prior notice at all times for the purposes
     of ascertaining compliance by Tenant with all applicable Hazardous
     Materials Laws, provided, however, that in the instance of an emergency
     Landlord's entry onto the Premises shall not be restricted to regular
     business hours nor shall notice be required.
 
          (d) Landlord shall have the option to declare a default of this Lease
     for the release or discharge of Hazardous Materials by Tenant, Tenant's
     employees, agents, contractors, or invitees on the Premises, Building or
     Project or in violation of law or in deviation from prescribed procedures
     in Tenant's use or storage of Hazardous Materials. If Tenant fails to
     comply with any of the provisions under this Paragraph 6.4, Landlord shall
     have the right (but not the obligation) to remove or otherwise cleanup any
     Hazardous Materials from the Premises, the Building or the Project. In such
     case, the costs of any Hazardous Materials investigation, removal or other
     cleanup (including, without limitation, transportation, storage, disposal
     and attorneys' fees and costs) will be additional rent due under this
     Lease, whether or not a court has ordered the cleanup, and will become due
     and payable on demand by Landlord.
 
     6.5 Parking. Landlord grants to Tenant and Tenant's customers, suppliers,
employees and invitees a nonexclusive license to use unassigned and unreserved
parking spaces in the Common Areas for the use of motor vehicles during the Term
subject to rights reserved to Landlord as specified in this Paragraph 6.5.
Landlord reserves the right to grant similar nonexclusive and unassigned and
unreserved use to other tenants; to promulgate rules and regulations relating to
the use of the Common Areas including parking by tenants and employees of
tenants; to make changes in the parking layout from time to time; and to do and
perform any other acts in and to these areas and improvements as Landlord
determines to be advisable. Tenant agrees not to overburden the parking
facilities and to abide by and conform with the rules and regulations and to
cause its employees and agents to abide by and conform to the rules and
regulations. Upon request, Tenant shall provide Landlord with license plate
numbers of all vehicles driven by its employees and to cause Tenant's employees
to park only in spaces specifically designated for tenant parking. Landlord
shall have the unqualified right to rearrange or reduce the number of parking
spaces; provided, however, the ratio of the number of parking spaces available
to Tenant will be no less than three point five (3.5) spaces per 1,000 usable
square feet of the Premises.
 
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7. Services.
 
     (a) Tenant shall pay for all water, sewer, gas, electricity, heat, cooling,
telephone, refuse collection, and other utility-type services furnished to
Tenant or the Premises, together with all related installation or connection
charges or deposits. Wherever it is practical to do so such services shall be
separately metered or charged to Tenant by the provider thereof and paid for
directly by Tenant. To the extent any of the foregoing services are provided by
Landlord, Tenant shall reimburse Landlord for all costs incurred by Landlord in
connection with the provision of such services based on Landlord's reasonable
estimate of the level of Tenant's use or consumption of such services. Landlord
shall bill Tenant on a monthly or other periodic basis for such services and
payment shall be made by Tenant within ten (10) days after submittal of
Landlord's statement.
 
     (b) Landlord shall not be in default hereunder or be liable for any damages
or personal injuries to any person directly or indirectly resulting from, nor
shall there be any Rent abatement by reason of, any interruption or curtailment
whatsoever in utility services.
 
8. Maintenance' Repairs and Alterations.
 
     (a) Excluding repairs that occur in the Premises, but to facilities that
are actually for the use of all Building Tenants, in which case shall be deemed
an Operating Expense, Tenant shall, at Tenant's expense, maintain every part of
the Premises in good order, condition and repair, including without limitation,
(i) all interior surfaces, ceilings, walls, door frames, window frames, floors,
carpets, draperies, window coverings and fixtures, (ii) all windows, doors,
locks and closing devices, entrances, plate glass, and signs, (iii) all plumbing
and sewage pipes, fixtures and fittings, (iv) all phone lines, electrical
wiring, equipment, switches, outlets, and light bulbs, (v) any fire detection,
fire sprinkler or extinguisher equipment, (vi) all of Tenant's personal
property, improvements and alterations, and (vii) all other fixtures and special
items installed by or for the benefit of, or at the expense of Tenant. Tenant
shall, at its expense, cause to be maintained in good operating condition and
repair, all heating, ventilating, and air conditioning equipment installed in,
or on the roof of the Premises. Tenant shall keep in force a preventive
maintenance contract with a qualified maintenance company covering all heating,
ventilating and air conditioning equipment and shall annually provide Landlord
with a copy of this contract. Tenant shall not enter onto the roof area of the
Building, except for the purpose of maintaining the heating, ventilating, and
air conditioning equipment and provided that Tenant shall repair any damage to
the roof area caused by its entry. Tenant shall be responsible for its own
janitorial service. Landlord shall incur no expense (nor have any obligation) of
any kind whatsoever in connection with the maintenance of the Premises.
 
     (b) Landlord shall keep in good condition and repair the foundation, roof
structure, exterior walls and other structural parts of the Building, and all
other portions of the Building not the obligation of Tenant or any other tenant
in the Building. Tenant expressly waives the right to make repairs at Landlord's
expense or to terminate this Lease due to the Landlord's failure to keep the
Building in good order, condition and repair. Landlord shall have no liability
to Tenant for any damage, inconvenience, or interference with the use of the
Premises by Tenant as the result of Landlord performing any such maintenance and
repair work.
 
     (c) In the event Tenant fails to perform Tenant's obligations under this
Paragraph 8, Landlord may, but shall not be required to, give Tenant notice to
do such acts as are reasonably required to so maintain the Premises. If Tenant
shall fail to commence such work and diligently prosecute it to completion, then
Landlord shall have the right (but not the obligation) to do such acts and
expend such funds at the expense of Tenant as are reasonably required to perform
such work. Any amounts so expended by Landlord will be additional rent due under
this Lease, and such amounts will become due and payable on demand by Landlord.
Landlord shall have no liability to Tenant for any such damages, inconvenience,
or interference with the use of the Premises by Tenant as a result of performing
such work.
 
     (d) Upon the expiration or earlier termination of this Lease, Tenant shall
surrender the Premises in good condition and repair, only ordinary wear and tear
excepted. Tenant, at its sole cost and expense, agrees to repair any damages to
the Premises caused by or in connection with the removal of any articles of
personal property, business or trade fixtures, signs, machinery, equipment,
cabinetwork, furniture, moveable partitions, or permanent improvements or
additions, including without limitation thereto, repairing the floor and
patching
 
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and painting the walls where required by Landlord, to Landlord's reasonable
satisfaction. Tenant shall indemnify Landlord against any loss or liability
resulting from delay by Tenant in so surrendering the Premises, including
without limitation, any claims made by any succeeding tenant resulting from such
delay.
 
     (e) Upon commencement of the Lease, Tenant shall not make any alterations,
improvements, or additions in, on, or about the Premises without Landlord's
prior written consent, said consent will not be unreasonably withheld by
Landlord, except that Tenant may make alterations, improvements, or additions
without Landlord's prior written consent where (i) the reasonably estimated cost
does not exceed $2,500, and (ii) such alterations, improvements, or additions do
not affect or involve the structural integrity, roof membrane, exterior areas,
building systems, or water-tight nature of the Premises, the Building or the
Project. In requesting Landlord's consent, Tenant shall, at Tenant's sole cost,
submit to Landlord complete drawings and specifications describing such work and
the identity of the proposed contractor at least ten (10) business days prior to
the commencement of any work.
 
     With respect to any alterations, improvements or additions made to the
Premises by Tenant:
 
          (1) Before commencing any work relating to alterations, additions, or
     improvements affecting the Premises, Tenant shall notify Landlord of the
     expected date of commencement thereof and of the anticipated cost thereof.
     Landlord shall then have the right at any time and from time to time to
     post and maintain on the Premises such notices as Landlord reasonably deems
     necessary to protect the Premises and Landlord from mechanics' liens or any
     other liens.
 
          (2) Tenant shall pay when due all claims for labor or materials
     furnished to Tenant for use in the Premises. Tenant shall not permit any
     mechanics' liens or any other liens to be levied against the Premises for
     any labor or materials furnished to Tenant in connection with work
     performed on the Premises by or at the direction of Tenant. Tenant shall
     indemnify, hold harmless and defend Landlord (by counsel reasonably
     satisfactory to Landlord) from any liens and encumbrances arising out of
     any work performed or materials furnished by, or at the direction of
     Tenant. In the event that Tenant shall not, within twenty (20) days
     following the imposition of any such lien, cause such lien to be released
     of record by payment or posting of a proper bond, Landlord shall have, in
     addition to all other remedies provided herein by law, the right, but not
     the obligation, to cause the same to be released by such means as it shall
     deem proper, including payment of the claim giving rise to such lien. All
     such sums paid by Landlord and all expenses incurred by it in connection
     therewith, including attorneys' fees and costs, shall be payable to
     Landlord by Tenant on demand with interest at the rate of ten percent (10%)
     per annum.
 
          (3) All alterations, improvements or additions in or about the
     Premises performed by or on behalf of Tenant shall be done in a
     first-class, workmanlike manner, shall not unreasonably lessen the value of
     leasehold improvements in the Premises, and shall be completed in
     compliance with all applicable laws, ordinances, regulations and orders of
     any governmental authority having jurisdiction thereover, as well as the
     requirements of insurers of the Premises and the Building.
 
          (4) Upon Landlord's request, Tenant shall remove any contractor,
     subcontractor or material supplier from the Premises and the Building if
     the work or presence of such person or entity results in labor disputes in
     or about the Building or Project or damage to the Premises, Building or
     Project.
 
          (5) Landlord, at Landlord's sole discretion, may refuse to grant
     Tenant permission for alterations, improvements or additions which require,
     because of application of Americans with Disabilities Act or other laws,
     substantial improvements or alterations to be made to the Common Areas.
 
          (6) Landlord may, up to sixty (60) days prior to the expiration of the
     Term, require that Tenant, at Tenant's expense, remove any such
     alterations, improvements or additions prior to or upon the expiration of
     this Lease, and restore the Premises to their condition prior to such
     alterations, improvements or additions.
 
          (7) Unless Landlord requires their removal, as set forth above, all
     alterations, improvements, or additions made to the Premises shall become
     the property of Landlord and remain upon and be surrendered with the
     Premises upon the expiration of this Lease; provided, however, that
     Tenant's
 
                                       -8-
<PAGE>   9
 
     machinery, equipment, and trade fixtures, other than any which may be
     affixed to the Premises so that they cannot be removed without material
     damage to the Premises, shall remain the property of Tenant and may be
     removed by Tenant subject to the provisions of Paragraph 8(d) above.
 
9. Construction of Tenant Improvements.
 
     Tenant shall be responsible for constructing within the Premises the tenant
improvements ("Tenant Improvements") described in the preliminary space plan
attached hereto as Exhibit B-l ("Preliminary Space Plan"). The Tenant
Improvements for the Premises will be more particularly described in the plans
and construction' drawings ("Construction Drawings") as provided below.
 
     Landlord and Tenant reviewed and approved the attached Preliminary Space
Plan for construction of the Tenant Improvements so that Tenant can provide
Landlord with the Construction Drawings. The Construction Drawings shall
indicate the specific requirements of Tenant's lease space, outlining in detail
interior partitions, floor coverings, a reflected ceiling plait, plumbing
fixtures, and electrical plans (setting forth the electrical requirements of
Tenant), all in conformity with the Preliminary Space Plan. The Construction
Drawings shall include full energy calculations as required by the State of
California and the city agencies.
 
     Tenant shall, at Tenant's sole cost, submit to Landlord, for Landlord's
approval, the construction drawings and the identity of the proposed contractor
at least five (5) business days prior to the commencement of ally work. Landlord
shall approve or return the Construction Drawings within five (5) business days
for further modification or such Construction Drawings are deemed approved.
 
     Landlord shall contribute a Tenant Improvement Allowance of $22.00/useable
sq. ft., payable to Tenant upon Landlord's receipt of an invoice for the Tenant
Improvements constructed.
 
          (1) Before commencing any work relating to improvements affecting the
     Premises, Tenant shall notify Landlord of the expected date of commencement
     thereof and of the anticipated cost thereof Landlord shall then have the
     right at any time and from time to time to post and maintain on the
     Premises such notices as Landlord reasonably deems necessary to protect the
     Premises and Landlord from mechanics' liens or any other liens.
 
          (2) Tenant shall pay when due all claims for labor or materials
     furnished to Tenant for use in the Premises. Tenant shall not permit any
     mechanic liens or any other liens to be levied against the Premises for any
     labor or materials furnished to Tenant in connection with work performed on
     the Premises by or at the direction of Tenant. Tenant shall indemnify, hold
     harmless and defend Landlord (by counsel reasonably satisfactory to
     Landlord) from any liens and encumbrances arising out of any work performed
     or materials furnished by, or at the direction of Tenant. In the event that
     Tenant shall not, within twenty (20) days following the imposition of any
     such lien, cause such lien to be released of record by payment or posting
     of a proper bond, Landlord shall have, addition to all other remedies
     provided herein by law, the right, but not the obligation, to cause the
     same to be released by such means as it shall deem proper, including
     payment of the claim giving rise to such lien. All such sums paid by
     Landlord and all expenses incurred by it in connection therewith, including
     attorneys fees and costs, shall be payable to Landlord by Tenant or demand
     with interest at the rate of ten percent (10%) per annum.
 
          (3) All Improvements in or about the Premises performed by or on
     behalf of Tenant shall be done in a first-class, workmanlike manner, and
     shall be completed in compliance with all applicable laws, ordinances,
     regulations alp orders of any governmental authority having jurisdiction
     thereover, as well as the requirements of insurers of the Premises and the
     Building.
 
          (4) Upon Landlord's request, Tenant stall remove any contractor,
     subcontractor or material supplier from the Premises and the Building if
     the work or presence of such person or entity results in labor disputes in
     or about the Building or Project or damage to the Premises, Building or
     Project.
 
                                       -9-
<PAGE>   10
 
10. Insurance and Indemnity.
 
     10.1  Insurance.
 
          (a) Tenant shall obtain and maintain during the Term commercial
     general liability insurance with a combined single limit for personal
     injury and property damage in an amount of not less than $2,000,000 (in a
     form, with a deductible amount, and with carriers reasonably acceptable to
     Landlord) and employer's liability and workers' compensation insurance as
     required by law. The insurance carrier shall be authorized to do business
     in the State of California, with a policyholders and financial rating of at
     least A:IX Class status as rated in the most recent edition of Best's
     Key-Rating guide. Tenant's comprehensive general liability insurance policy
     shall be endorsed to provide that (i) it may not be canceled or altered in
     such a manner as to adversely affect the coverage afforded thereby without
     thirty (30) days' prior written notice to Landlord, (ii) Landlord is
     designated as an additional insured, (iii) the insurer acknowledges
     acceptance of the mutual waiver of claims by Landlord and Tenant pursuant
     to Paragraph 10.2(b) below, and (iv) such insurance is primary with respect
     to Landlord and that any other insurance maintained by Landlord is excess
     and noncontributing with such insurance. If, in the opinion of Landlord's
     lender or in the commercially reasonable opinion of Landlord's insurance
     adviser, the specified amounts of coverage are no longer adequate, such
     coverage shall, within 30 days written notice to Tenant, be appropriately
     increased. Prior to the commencement of the Term, Tenant shall deliver to
     Landlord a duplicate of such policy or a certificate thereof to Landlord
     for retention by it, with endorsements. At least thirty (30) days prior to
     the expiration of such policy or any renewal or modification thereof,
     Tenant shall deliver to Landlord a replacement or renewal binder, followed
     by a duplicate policy or certificate within a reasonable time thereafter.
     If Tenant fails to obtain such insurance or to furnish Landlord any such
     duplicate policy or certificate as herein required, Landlord may, at its
     election, without notice to Tenant and without any obligation to do so,
     procure and maintain such coverage and Tenant shall reimburse Landlord on
     demand as additional rent for any premium so paid by Landlord.
 
          (b) Landlord waives all claims against Tenant, and Tenant's officers,
     directors, partners, employees, agents and representatives for loss or
     damage to the extent that such loss or damage is insured against under any
     valid and collectable insurance policy insuring Landlord or would have been
     insured against but for any deductible amount under any such policy. Tenant
     waives all claims against Landlord, and Landlord's officers, directors,
     partners, employees, affiliates, joint venturers, members, trustees,
     owners, shareholders, principals, agents, representatives, successors and
     assigns, for loss or damage to the extent such loss or damage is insured
     against under any valid and collectable insurance policy insuring Tenant or
     required to be maintained by Tenant under this Lease, or would have been
     insured against but for any deductible amount under any such policy. The
     insuring party shall, upon obtaining the policies of insurance required
     under this Lease, give notice to the insurance carrier or carriers that the
     foregoing mutual waiver of subrogation is contained in this Lease. Tenant
     agrees that in the event of a sale, assignment or transfer of the Premises
     by Landlord, this waiver of subrogation shall continue in favor of the
     original Landlord and any subsequent Landlord.
 
          (c) Tenant shall at its own cost maintain on all its personal property
     Tenant's improvements, and alterations, in, on, or about the Premises, a
     policy of standard fire and extended coverage insurance, with vandalism and
     malicious mischief endorsements, to the extent of at least one hundred
     percent (100%) of their full replacement value. The proceeds from any such
     policy shall be used by Tenant for the replacement of personal property and
     the restoration of Tenant's improvements or alterations. Notwithstanding
     any other provisions of the Lease, Landlord shall have no liability for
     damage to or destruction of Tenant's personal property, except if the
     damage or destruction results from the gross negligent acts or omissions of
     Landlord.
 
          (d) During the Term, Landlord shall keep the Building, and
     improvements within which the Premises are located, insured against loss or
     damage by (i) fire, with extended coverage and vandalism, malicious
     mischief and special extended perils (all risk) endorsements or their
     equivalents, in amounts not less than one hundred percent (100%) of the
     replacement cost of the Building and structures insured, and (ii) flood, in
     the maximum amount provided for by FEMA under its flood loss insurance
     program,
 
                                      -10-
<PAGE>   11
 
     with loss payable thereunder to Landlord and to any authorized encumbrances
     of Landlord (with standard mortgagee loss payable clause) in accordance
     with their respective interests. Landlord may maintain rent insurance, for
     the benefit of Landlord, equal to at least one year's Base Rent hereunder.
     If the Lease is terminated as a result of damage by fire, casualty or
     earthquake as set forth in this Paragraph 10, all insurance proceeds shall
     be paid to and retained by Landlord, subject to the rights of any
     authorized encumbrances of Landlord.
 
          (e) Tenant acknowledges that Landlord does not, at the time of the
     signing of this Lease, insure the Building for earthquake damage. Landlord
     may, when Landlord deems the premiums to be reasonable, insure the Building
     fully or partially for earthquake damage. At such time, the premium for
     earthquake insurance will be added to the Operating Expenses for purposes
     of determining additional rent.
 
     l0.2  Indemnity.
 
          (a) Tenant waives all claims against Landlord for damage to any
     property or injury to or death of any person in, on, or about the Premises,
     the Building, or any other portion of the Project arising at any time and
     from any cause, unless caused by the active negligence or willful
     misconduct of Landlord, its agents, employees, or contractors. Tenant shall
     indemnify, defend (by counsel reasonably satisfactory to Landlord) and hold
     harmless Landlord, and Landlord's officers, directors, partners, employees,
     affiliates, joint venturers, members, trustees, owners, shareholders,
     principals, agents, representatives, successors and assigns, from and
     against all claims, costs, damages, actions, indebtedness and liabilities
     (except such as may arise from the active negligence or willful misconduct
     of Landlord, and Landlord's officers, directors, partners, employees,
     affiliates, joint venturers, members, trustees, owners, shareholders,
     principals, agents, representatives, successors and assigns) arising by
     reason of any death, bodily injury, personal injury, property damage or any
     other injury or damage in connection with (i) any condition or occurrence
     in or about or resulting from any condition or occurrence in or about the
     Premises during the Term, or (ii) any act or omission of Tenant, or
     Tenant's agents, representatives, officers, directors, shareholders,
     partners, employees, successors and assigns, wherever it occurs. The
     foregoing indemnity obligation of Tenant shall include reasonable
     attorneys' fees, and all other reasonable costs and expenses incurred by
     Landlord from the first notice that any claim or demand is to be made. The
     provisions of this Paragraph 10.2 shall survive the termination or
     expiration of this Lease with respect to any damage, injury, or death
     occurring prior to such expiration or termination.
 
          (b) Neither party shall be liable to the other for any unauthorized or
     criminal entry of third parties into the Premises, Building, Project,
     Common Areas, or parking facilities, or for any damage to person or
     property, or loss of property in and about the Premises, Building, Project,
     Common Areas, parking facilities and the approaches, entrances, streets,
     sidewalks, stairs, elevators, restrooms, or corridors thereto, by or from
     any unauthorized or criminal acts of third parties, regardless of any
     breakdown, malfunction or insufficiency of any security measures, practices
     or equipment provided by Landlord or Tenant. Tenant shall immediately
     notify Landlord in writing of any breakdown or malfunction of any security
     measures, practices or equipment provided by Landlord as to which Tenant
     has knowledge.
 
          (c) Any diminution or interference with light, air or view by any
     structure which may be erected on land adjacent to the Building or
     resulting from any other cause shall in no way alter this Lease or impose
     any liability on Landlord.
 
          (d) Tenant agrees that in no event shall Landlord be liable for
     consequential damages, including injury to Tenant's business or any loss of
     income therefrom.
 
          (e) In the event that Landlord or any successor owner of the Building
     sells or conveys the Building, then all liabilities and obligations of
     Landlord or the successor owner under this Lease accruing after the sale or
     conveyance shall terminate and become binding on the new owner, and Tenant
     shall release Landlord from all liability under this Lease (including,
     without limitation, the Security Deposit, as defined under Paragraph 16
     below), except for acts or omissions of Landlord occurring prior to such
     sale or conveyance.
 
                                      -11-
<PAGE>   12
 
          (f) Tenant expressly agrees that so long as Landlord is a corporation,
     limited liability company, trust, partnership, joint venture,
     unincorporated association or other form of business entity, (i) the
     obligations of Landlord shall not constitute personal obligations of the
     officers, directors, partners, employees, affiliates, joint venturers,
     members, trustees, owners, shareholders, or other principals, agents or
     representatives of such business entity ("Member of Landlord"), and (ii)
     Tenant shall have recourse only to the interest of such business entity in
     the Building of which the Premises are a part for the satisfaction of such
     obligations and not against the assets of such Member of Landlord other
     than to the extent of their respective interests in the Building. In this
     regard, Tenant agrees that in the event of any actual or alleged failure,
     breach or default by Landlord of its obligations under this Lease, that (i)
     no Member of Landlord shall be sued or named as a party in any suit or
     action (except as may be necessary to secure jurisdiction of Landlord),
     (ii) no judgment will be taken against any Member of Landlord, and any
     judgment taken against any Member of The Landlord may be vacated and set
     aside at any time without hearing, (iii) no writ of execution will ever be
     levied against the assets of any Member of Landlord, and (iv) these
     agreements by Tenant are enforceable both by Landlord and by any Member of
     Landlord.
 
11. Damage or Destruction.
 
     (a) Subject to the provisions of Paragraphs 11(b) and 11(c) below, if,
during the Term, the Premises are totally or partially destroyed from any
insured casualty, Landlord shall, within SIXTY (60) DAYS after the destruction,
commence to restore the Premises to substantially the same condition as they
were in immediately before the destruction and prosecute the same diligently to
completion. Such destruction shall not terminate this Lease. Landlord's
obligation shall not include repair or replacement of Tenant's alterations or
Tenant's equipment, furnishings, fixtures and personal property. If the existing
laws do not permit the Premises to be restored to substantially the same
condition as they were in immediately before destruction, and Landlord is unable
to get a variance to such laws to permit the commencement of restoration of the
Premises within the 60-day period, then either party may terminate this Lease by
giving written notice to the other party within thirty (30) days after
expiration of the 60-day period.
 
     (b) Despite the provisions of Paragraph 11 (a) above, Landlord may decide
within SIXTY (60) days after such destruction to demolish the Building rather
than rebuild it, in which case this Lease will terminate as of the date of the
destruction. Landlord shall give Tenant written notice of its intention within
SIXTY (60) days after the destruction.
 
     (c) If any destruction occurs to the Premises during the last six (6)
months of the initial Term or during the last six (6) months of any extension
period, regardless of the nature and extent of the destruction, either party can
elect to terminate this Lease within thirty (30) days after the destruction
occurs. If this Lease does not terminate pursuant to this Paragraph 11 (c), the
provisions of Paragraph 11 (a) above shall apply.
 
     (d) If the Premises are damaged from any uninsured casualty to any extent
whatsoever, Landlord may within SIXTY (60) days following the date of such
damage: (i) commence to restore the Premises to substantially the same condition
as they were in immediately before the destruction and prosecute the same
diligently to completion, in which event this Lease shall continue in full force
and effect; or (ii) within the 90-day period Landlord may elect not to so
restore the Premises, in which event this Lease shall cease and terminate. In
either such event, Landlord shall give Tenant written notice of its intention
within the 90-day period.
 
     (e) In the event of destruction or damage to the Premises which materially
interferes with Tenant's use of the Premises, if this Lease is not terminated as
above provided, there shall be an abatement or reduction of Base Rent between
the date of destruction and the date Landlord substantially completes its
reconstruction obligations, based upon the extent to which the destruction
materially interferes with Tenant's use of the Premises. All other obligations
of Tenant under this Lease shall remain in full force and effect. Except for
abatement of Base Rent, Tenant shall have no claim against Landlord for any loss
suffered by Tenant due to damage or destruction of the Premises or any work of
repair undertaken as herein provided.
 
                                      -12-
<PAGE>   13
 
     (f) The provisions of California Civil Code Sections 1932(2) and 1933(4),
and any successor statutes, are inapplicable with respect to any destruction of
the Premises, such sections providing that a lease terminates upon the
destruction of the Premises unless otherwise agreed between the parties to the
contrary.
 
     (g) Notwithstanding any other provisions of this Paragraph 11, if the
Premises are more than 50% destroyed then, Tenant shall have the right to
terminate this Lease lay giving Landlord written notice thereof; provided,
however, Landlord does not substantially complete the restoration of the
Premises prior to receipt of Tenant's written notice of termination.
 
12. Eminent Domain.
 
     (a) If all or any part of the Premises shall be taken as a result of the
exercise of the power of eminent domain, this Lease shall terminate as to the
part so taken as of the date of taking. In the case of a partial taking of
greater than fifty percent (50%) of the rentable area of the Premises, either
Landlord or Tenant shall have the right to terminate this Lease as to the
balance of the Premises by notice to the other within thirty (30) days after the
date of the taking. In the event of a partial taking of the Premises which does
not result in a termination of this Lease, the monthly Base Rent thereafter to
be paid shall be equitably reduced on a square footage basis. If the continued
occupancy of Tenant is materially interfered with for any time during the
partial taking notwithstanding the partial taking does not terminate this Lease
as to the part not so taken, the Base Rent shall proportionately abate so long
as Tenant is not able to continuously occupy the part remaining and not so
taken.
 
     (b) All compensation awarded or paid upon a total or partial taking of the
fee title shall belong to Landlord whether such compensation be awarded or paid
as compensation for diminution in value of the leasehold or of the fee except
Tenant shall retain and have a claim for the following, to the extent
specifically designated by the condemning authority (i) the unamortized value
over the Term of Tenant's leasehold improvements (to the extent Landlord has not
contributed to the cost thereof); (ii) that portion (if any) of the award made
to Landlord as a result of removing fixtures, removable by Tenant herein, under
the terms of this Lease but which are required to be taken by the condemner or
are so acquired by the condemner; and (iii) all relocation assistance, moving
and relocation expenses to the extent (if any) provided by the condemning
authority directly to Tenant.
 
13. Assignment and Subletting
 
     (a) Tenant shall not assign, sublet or hypothecate this Lease or any
interest herein or sublet the Premises or any part thereof or permit the use of
the Premises by any party other than Tenant without the prior written consent of
Landlord, which consent shall not be unreasonably withheld Any of the foregoing
acts without Landlord's consent shall be void and shall, at the option of
Landlord, terminate this Lease In connection with each consent requested by
Tenant, Tenant shall submit to Landlord the terms of the proposed transaction,
the identity of the parties to the transaction, the proposed documentation for
the transaction, current financial statements of any proposed assignee or
sublessee and all other information reasonably requested by Landlord concerning
the proposed transaction and the parties involved therein.
 
     (c) No sublessee shall have a right further to sublet, and any assignment
by a sublessee of its sublease shall be subject to Landlord's prior written
consent in the same manner as if Tenant were entering into a new sublease.
 
     (d) Regardless of Landlord's consent, no subletting or assignment shall
release Tenant of Tenant's obligation, or alter the primary liability of Tenant
to pay the Rent and to perform all other obligations to be performed by Tenant
hereunder The acceptance of Rent by Landlord from any other person shall not be
deemed to be a waiver by Landlord of any provisions hereof Consent to one
assignment or subletting shall not be deemed consent to any subsequent
assignment or subletting In the event of default by any assignee of Tenant or
any successor of Tenant in the performance of any of the terms hereof, Landlord
may proceed directly against Tenant without the necessity of exhausting remedies
against such assignee or successor.
 
                                      -13-
<PAGE>   14
 
     (e) In the event Tenant shall assign or sublet the Premises or request the
consent of Landlord to any assignment or subletting, then Tenant shall reimburse
Landlord for reasonable costs and attorneys' fees incurred in connection
therewith in an amount not to exceed $1,000.00.
 
14. Default by Tenant.
 
     (a) The following events shall constitute events of default under this
Lease:
 
          (1) a failure by Tenant to pay any scheduled Rent where such failure
     continues for five (5) days after written notice by Landlord to Tenant.
 
          (2) a failure by Tenant to deliver any rent other than scheduled Rent
     where such failure continues for ten (10) days after written notice by
     Landlord to Tenant.
 
          (3) a failure by Tenant to deliver an estoppel certificate (as
     provided in Paragraph 17 below) where such failure continues for ten (10)
     days after written notice by Landlord to Tenant.
 
          (4) the bankruptcy or insolvency of Tenant, any transfer by Tenant to
     defraud creditors, any assignment by Tenant for the benefit of creditors,
     or the commencement of any proceedings of any kind by or against Tenant
     under any provision of the Federal Bankruptcy Act or under any other
     insolvency, bankruptcy or reorganization act unless, in the event any such
     proceedings are involuntary, Tenant is discharged from the same within
     sixty (60) days thereafter; the appointment of a receiver for a substantial
     part of the assets of Tenant; or the levy upon this Lease or any estate of
     Tenant hereunder by any attachment or execution;
 
          (5) the abandonment or vacation of the Premises;
 
          (6) the discovery by Landlord that any financial statement given to
     Landlord by Tenant, any assignee of Tenant, any subtenant of Tenant, any
     successor in interest of Tenant or any guarantor of Tenant's obligation
     hereunder, and any of them, was materially false; and
 
          (7) a failure by Tenant to perform any of the terms, covenants,
     agreements or conditions of this Lease to be observed or performed by
     Tenant (excluding any event of default under Paragraph 14(a)(1) through
     14(a)(3) above), where such failure continues for thirty (30) days after
     written notice thereof by Landlord to Tenant; provided, however, that if
     the nature of the default is such that the same cannot reasonably be cured
     within the 30-day period, Tenant shall not be deemed to be in default if
     Tenant shall within such period commence such cure and thereafter
     diligently prosecute the same to completion.
 
     (b) In the event of any material default or breach by Tenant, Landlord may
at any time thereafter, without limiting Landlord in the exercise of any right
or remedy at law or in equity which Landlord may have by reason of such default
or breach:
 
          (1) Pursue the remedy described in California Civil Code Section
     1951.4 whereby Landlord may continue this Lease in full force and effect
     after Tenant's breach and abandonment and recover the Rent and any other
     monetary charges as they become due, without terminating Tenant's right to
     sublet or assign this Lease, subject only to reasonable limitations as
     herein provided. During the period Tenant is in default, Landlord shall
     have the right to do all acts necessary to preserve and maintain the
     Premises as Landlord deems reasonable and necessary, including removal of
     all persons and property from the Premises, and Landlord can enter the
     Premises and relet them, or any part of them, to third parties for Tenant's
     account. Tenant shall be liable immediately to Landlord for all costs
     Landlord incurs in reletting the Premises, including, without limitation,
     brokers' commissions, expenses of remodeling the Premises required by the
     reletting, and like costs. Reletting can be for a period shorter or longer
     than the remaining Term.
 
          (2) Pay or perform such obligation due (but shall not be obligated to
     do so), if Tenant fails to pay or perform any obligations when due under
     this Lease within the time permitted for their payment or performance. In
     such case, the costs incurred by Landlord in connection with the
     performance of any
 
                                      -14-
<PAGE>   15
 
     such obligation will be additional rent due under this Lease and will
     become due and payable on demand by Landlord.
 
          (3) Terminate Tenant's rights to possession by any lawful means, in
     which case this Lease shall terminate and Tenant shall immediately
     surrender possession of the Premises to Landlord. In such event Landlord
     shall be entitled to recover from Tenant all damages incurred by Landlord
     by reason of Tenant's default, including, without limitation, the
     following: (A) the worth at the time of award of any unpaid Rent which had
     been earned at the time of such termination; plus (B) 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
     Rent loss that is proved could have been reasonably avoided; plus (C) 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 Rent
     loss that is proved could be reasonably avoided; plus (D) any other amount
     necessary to compensate Landlord for all the detriment proximately caused
     by Tenant's failure to perform its obligations under this Lease or which in
     the ordinary course of events would be likely to result therefrom; plus (E)
     at Landlord's election, such other amounts in addition to or in lieu of the
     foregoing as may be permitted from time to time by applicable State law.
     Upon any such termination of Tenant's possessory interest in and to the
     Premises, Tenant (and at Landlord's sole election, Tenant's sublessees)
     shall no longer have any interest in the Premises, and Landlord shall have
     the right to make any reasonable repairs, alterations or modifications to
     the Premises which Landlord in its sole discretion deems reasonable and
     necessary. The "worth at the time of award" of the amounts referred to in
     subparagraphs (A) and (B) above is computed by allowing interest at the
     maximum rate an individual is permitted by law to charge. The worth at the
     time of award of the amount referred to in subparagraph (C) above is
     computed by discounting such amount at the discount rate of the Federal
     Reserve Bank of San Francisco at the time of award plus one percent (1%).
 
          (4) Pursue any other legal or equitable remedy available to Landlord.
     Unpaid installments of Rent and other unpaid monetary obligations of Tenant
     under the terms of this Lease shall bear interest from the date due at the
     rate of ten percent (10%) per annum.
 
     (c) In the event Tenant is evicted or Landlord takes possession of the
Premises by reason of any default by Tenant hereunder, Tenant hereby waives any
right of redemption or relief from forfeiture as provided by law.
 
     (d) Even though Tenant has breached this Lease and abandoned the Premises,
this Lease shall continue in effect for so long as Landlord does not terminate
Tenant's right to possession, and Landlord may enforce all its rights and
remedies under this Lease, including the right to recover Rent as it becomes due
under this Lease. Acts of maintenance or preservation, efforts to relet the
Premises, or the appointment of a receiver upon initiative of Landlord to
protect Landlord's interest under this Lease, shall not constitute a termination
of Tenant's right to possession.
 
     (e) In the event Tenant is in material default under any provision of this
Lease then, at Landlord's sole election: (i) Tenant shall not have the right to
exercise any available right, option or election under this Lease ("Tenant's
Exercise Rights") if at such time Tenant is in default hereunder, (ii) Tenant
shall not have the right to consummate any transaction or event triggered by the
exercise of any of Tenant's Exercise Rights if at such time Tenant is in default
hereunder, and (iii) Landlord shall not be obligated to give Tenant any required
notices or information relating to the exercise of any of Tenant's Exercise
Rights hereunder.
 
15. Default by Landlord Notice to Mortgagee.
 
     Landlord shall not be in default unless Landlord, or the holder of any
mortgage, deed of trust or ground lease covering the Premises, fails to perform
obligations required of Landlord within a reasonable time, but in no event later
than thirty (30) days after written notice by Tenant to Landlord certified mail,
postage prepaid, and to the holder of any first mortgage, deed of trust or
ground lease covering the Premises whose name and address shall have been
furnished to Tenant in writing, specifying wherein Landlord has failed to
perform such obligations; provided, however, that if the nature of Landlord's
obligation is such that more than thirty (30) days are required for performance
then Landlord shall not be in default if Landlord or the holder of any
 
                                      -15-
<PAGE>   16
 
such mortgage, deed of trust or ground lease commences performance within such
30-day period and thereafter diligently prosecutes the same to completion. In no
event shall Tenant be entitled to terminate this Lease by reason of Landlord's
default, and Tenant's remedies shall be limited to an action for monetary
damages at law.
 
16. Security Deposit.
 
     On execution of this Lease, Tenant shall deposit with Landlord the sum
specified in the Basic Lease Information (the "Security Deposit"). The Security
Deposit shall be held by Landlord as security for the performance by Tenant of
all of the provisions of this Lease. If Tenant fails to pay Rent or other
charges due hereunder, or otherwise defaults with respect to any provision of
this Lease, Landlord may use, apply, or retain all or any portion of the
Security Deposit for the payment of any Rent or other charge in default, or the
payment of any other sum to which Landlord may become obligated by reason of
Tenant's default, or to compensate Landlord for any loss or damage which
Landlord may suffer thereby. If Landlord so uses or applies all or any portion
of the Security Deposit, then within ten (10) days after demand therefor Tenant
shall deposit cash with Landlord in an amount sufficient to restore the deposit
to the full amount thereof, and Tenant's failure to do so shall be a material
breach of this Lease. Landlord shall not be required to keep the Security
Deposit separate from its general accounts. If Tenant performs all of Tenant's
obligations hereunder, the Security Deposit, or so much thereof as has not
theretofore been applied by Landlord, shall be returned, without payment of
interest for its use, to Tenant (or, at Landlord's option to the last assignee,
if any, of Tenant's interest hereunder) at the expiration of the Term, and after
Tenant has vacated the Premises. No trust relationship is created herein between
Landlord and Tenant with respect to the Security Deposit.
 
17. Estoppel Certificate.
 
     (a) Tenant shall within ten (10) days of notice from Landlord execute,
acknowledge and deliver to Landlord a statement certifying (i) that this Lease
is unmodified and in full force and effect (or, if modified, stating the nature
of such modification and certifying that this Lease, as so modified, is in full
force and effect), (ii) the amount of the Security Deposit, (iii) the date to
which the Rent has been paid, (iv) acknowledging that there are not, to Tenant's
knowledge, any uncured defaults on the part of Landlord hereunder, or specifying
such defaults, if any are claimed, and (v) such other matters as may reasonably
be requested by Landlord. Any such statement may be conclusively relied upon by
any prospective purchaser or encumbrances of the Building.
 
     (b) Tenant's failure to deliver such statement within such time shall be
conclusive upon Tenant, (i) that this Lease is in full force and effect, without
modification except as may be represented by Landlord, (ii) that there are no
uncured defaults in Landlord's performance, and (iii) that not more than one
month's Base Rent has been paid in advance.
 
     (c) If Landlord desires to finance or refinance the Building, Tenant agrees
to deliver to any lender designated by Landlord such financial statements of
Tenant as may be reasonably required by such lender. All such financial
statements shall be received by Landlord in confidence and shall be used for the
purposes herein set forth.
 
18. Subordination.
 
     This Lease, at Landlord's sole option, shall be subordinate to any ground
lease, mortgage, deed of trust, or any other hypothecation for security now or
hereafter placed upon the Building and to any and all advances made on the
security thereof and to all renewals, modifications, consolidations,
replacements, refinancing and extensions thereof. Notwithstanding such
subordination, Tenant's right to quiet possession of the Premises shall not be
disturbed if Tenant is not in default and so long as Tenant shall pay the Rent
and observe and perform all of the provisions of this Lease, unless this Lease
is otherwise terminated pursuant to its terms. If any mortgagee, trustee, or
ground lessor shall elect to have this Lease prior to the lien of its mortgage,
deed of trust or ground lease, and shall give notice thereof to Tenant, this
Lease shall be deemed prior to such mortgage, deed of trust, or ground lease,
whether this Lease is dated prior to or subsequent to the date of said
 
                                      -16-
<PAGE>   17
 
mortgage, deed of trust or ground lease or the date of recording thereof. If any
mortgage or deed of trust to which this Lease is subordinate is foreclosed or a
deed in lieu of foreclosure is given to the mortgagee or beneficiary, Tenant
shall attorn to the purchaser at the foreclosure sale or to the grantee under
the deed in lieu of foreclosure; if any ground lease to which this Lease is
subordinate is terminated, Tenant shall attorn to the ground lessor. Tenant
agrees to execute any documents required to effectuate such subordination or to
make this Lease prior to the lien of any mortgage, deed of trust or ground
lease, as the case may be, or to evidence such attornment. Any such document of
attornment shall also provide that the successor shall not disturb Tenant in its
use of the Premises in accordance with this Lease.
 
19. Attorneys' Fees.
 
     In the event legal action is initiated by either party, the prevailing
party shall be entitled to recover all costs and expenses incurred in such
action, including, without limitation, reasonable attorneys' fees and costs,
including attorneys' fees incurred at trial and on appeal, if any.
 
20. Notices.
 
     All notices, consents, demands, and other communications from one party to
the other given pursuant to the terms of this Lease shall be in writing and
shall be deemed to have been fully given when personally delivered, delivered by
courier service, sent via facsimile (confirmation receipt required), or
forty-eight (48) hours after the same is deposited in the United States mail,
certified or registered, postage prepaid, and addressed as follows: To Tenant at
the address specified in the Basic Lease Information or to such other place as
Tenant may from time to time designate in a notice to Landlord; to Landlord at
the address specified in the Basic Lease Information, or to such other place and
to such other parties as Landlord may from time to time designate in a notice to
Tenant.
 
21. General Provisions.
 
     (a) This Lease shall be governed by and construed in accordance with the
internal laws of the State of California, notwithstanding any choice of law
statutes, regulations, provisions or requirements to the contrary.
 
     (b) The invalidity of any provision of this Lease, as determined by a court
of competent jurisdiction, shall in no way affect the validity of any other
provision hereof.
 
     (c) This Lease including attached Exhibits, Addenda, and Basic Lease
Information contains all agreements and understandings of the parties and
supersedes and cancels any and all prior or contemporaneous written or oral
agreements, instruments, understandings, and communications of the parties with
respect to the subject matter herein. This Lease, including the attached
Exhibits, Addenda, and Basic Lease Information, may be modified only in a
writing signed by each of the parties.
 
     (d) No waiver of any provision hereof by either party shall be deemed by
the other party to be a waiver of any other provision, or of any subsequent
breach of the same provision. Landlord's or Tenant's consent to, or approval of,
any act shall not be deemed to render unnecessary the obtaining of Landlord's or
Tenant's consent to, or approval of, any subsequent act by the other party.
 
     (e) If Tenant remains in possession, with the expressed consent of
Landlord, of all or any part of the Premises after the expiration of the Term,
such tenancy shall be from month to month only, and not a renewal hereof or an
extension for any further term, and in such case, Rent shall be payable in the
amount of the last month's Base Rent and all other charges under the Lease and
such month-to-month tenancy shall be subject to every other term, covenant and
agreement contained herein.
 
     (f) Subject to the provisions of this Lease restricting assignment or
subletting by Tenant, this Lease shall bind the parties, their personal
representatives, successors, and assigns.
 
     (g) Upon reasonable prior notice to Tenant (which notice shall not be
required in the event of an emergency), Landlord and Landlord's representatives
and agents shall have the right to enter the Premises during regular business
hours for the purpose of inspecting the same, showing the same to prospective
 
                                      -17-
<PAGE>   18
 
purchasers or lenders, and making such alterations, repairs, improvements, or
additions to the Premises, the Building or the Common Areas as Landlord may deem
necessary or desirable. Landlord may at any time during the last one hundred
twenty (120) days of the Term place on or about the Premises any ordinary "For
Lease" sign. Landlord may at any time place on or about the Premises any
ordinary "For Sale" sign.
 
     (h) The voluntary or other surrender of this Lease by Tenant, the mutual
cancellation thereof or the termination of this Lease by Landlord as a result of
Tenant's default shall, at the option of Landlord, terminate all or any existing
subtenancies or may, at the option of Landlord, operate as an assignment to
Landlord of any or all of such subtenancies.
 
     (i) If Tenant is a corporation, limited liability company or partnership,
each individual executing this Lease on behalf of Tenant represents and warrants
that he is duly authorized to execute and deliver this Lease on behalf of the
corporation, company or partnership in accordance with, where applicable, a duly
adopted resolution of the board of directors of the corporation, the vote of the
members of the limited liability company or the vote of the partners within the
partnership, and that this Lease is binding upon the corporation, company or
partnership in accordance with its respective articles of incorporation and
bylaws, operating agreement or partnership agreement.
 
     (j) Time is expressly declared to be of the essence of this Lease and of
each and every covenant, term, condition, and provision hereof, except as to the
conditions relating to the delivery of possession of the Premises to Tenant.
 
     (k) If there is more than one party comprising Tenant, the obligations
imposed on Tenant shall be joint and several.
 
     (l) The language in all parts of this Lease shall be in all cases construed
as a whole according to its fair meaning and not strictly for nor against either
Landlord or Tenant.
 
     (m) As used in this Lease and whenever required by the context thereof,
each number, both singular and plural, shall include all numbers and in each
gender shall include all genders. Landlord and Tenant, as used in this Lease or
in any other instrument referred to in or made a part of this Lease, shall
likewise include both the singular and the plural, a corporation, limited
liability company, partnership, individual or person acting in any fiduciary
capacity as executor, administrator, trustee or in any other representative
capacity.
 
     (n) The Exhibits and Addendum, if any, specified in the Basic Lease
Information are attached to this Lease and by this reference made a part hereof.
 
22. Force Majeure.
 
     Any delay in construction, repairs, or rebuilding any building, improvement
or other structure herein shall be excused and the time limit extended to the
extent that the delay is occasioned by reason of acts of God, labor troubles,
laws or regulations of general applicability, acts of Tenant or other
occurrences beyond the reasonable control of Landlord. Accordingly, Landlord's
obligation to perform shall be excused for the period of the delay and the
period for performance shall be extended for a period equal to the period of
such delay.
 
23. Broker's Fee.
 
     Each party represents that it has not had dealings with any real estate
broker, finder, or other person, with respect to this Lease in any manner,
except the brokerage firm(s) specified in the Basic Lease Information. Each
party shall hold harmless the other party from all damages resulting from any
claim that may be asserted against the other party by any broker, finder, or
other person with whom the other party has or purportedly has dealt. Landlord
shall pay any commissions or fees that are payable to the broker or finder
specified in the Basic Lease Information, with respect to this Lease in
accordance with the provisions of a separate commission contract.
 
                                      -18-
<PAGE>   19
 
24. Financial Statement.
 
     It is acknowledged by all parties hereto that the attached financial
declaration of Tenant is incorporated as a part of this Lease as Exhibit E, that
the information contained therein is true and correct in all material respects,
and that the accuracy of the information is a significant fact upon which
Landlord has relied in the granting of this Lease.
 
     IN WITNESS WHEREOF, the parties have executed this Lease on the date first
mentioned above.
 
<TABLE>
<S>                                              <C>
TENANT:                                          LANDLORD:
Metro Commerce Bank, Inc.                        G & W/Copley Redwood Business Park, L.P.
a California corporation                         a limited partnership
By: /s/ CHARLES HALL                             By: G & W Management Co.
Its President                                        Its: Manager
                                                     By: /s/ WILLIAM C. WHITE,
                                                     President
                                                     G & W Management Co.
By: /s/ PATRICK E. PHELAN                        By: /s/ MATTHEW T. WHITE
Its: SVP/Chief Financial Officer                 Chief Financial Officer
                                                 G & W Management Co.
</TABLE>
 
                                      -19-
<PAGE>   20
 
                                 ADDENDUM NO. 1
 
1. Base Rent:
 
<TABLE>
<CAPTION>
                                    MONTHLY BLENDED NNN     TOTAL MONTHLY
           LEASE YEAR              BASE RENT PER SQ. FT.      BASE RENT
           ----------              ---------------------    -------------
<S>                                <C>                      <C>
  1 - 3                                    $1.15               $5,331
  4 - 6                                    $1.20               $5,562
  7 - 8                                    $1.25               $5,794
  9 - 10                                   $1.30               $6,026
</TABLE>
 
2. Option to Extend:
 
     (a) Tenant shall have the option to extend the term of this Lease for two
(2) five (5) year terms ("Extended Term(s)") commencing upon the expiration of
the Initial Term (and the Extended Term), provided that in each such case Tenant
gives Landlord at least six (6) months prior written notice of the exercise of
its option to extend the term of the Lease. However, (i) if Tenant is in default
on the date of giving the Option Notice, then the notice shall be deemed
ineffective and invalid, or (ii) if Tenant is in default on the commencement
date of the Extended Term(s), then the Extended Term(s) and this Lease shall
expire at the end of the Current Lease Term. Tenant shall have no other right to
extend the term of the Lease beyond the Extended Terms.
 
     (b) The Base Rent for the Extended Term(s) shall be increased annually by
three percent (3%) from the preceding Lease Year.
 
     (c) Tenant shall have no other right to extend the term beyond the Extended
Term.
 
3. ATM Machine, Safe, Awning and Night Deposit Box:
 
     Tenant may install, at Tenant's sole expense, an ATM machine, night deposit
box and an awning on the outside of the Premises and a safe inside the Premises.
Tenant shall obtain all required governmental approvals for such installation,
including without limitation, approval from the Redwood Business Park
Architectural Review Committee and the City of Petaluma. Tenant agrees to assume
full responsibility for any liability, damage action claim, injury (to person or
property), cost or expense in conjunction with the installation, placement,
maintenance and repair thereto or damage caused thereby. Upon vacating the
premises at the end of the Lease Term or any extension thereof, Tenant shall be
responsible for removing such ATM machine, night deposit box and safe, and
repairing any damage occasioned by such removal at Tenant's sole expense.
 
4. Dedicated Parking Spaces:
 
     Four (4) parking spaces located in front of the ATM shall be marked by
Landlord for Tenant's customers using the ATM. The four (4) dedicated spaces
shall be included in the 3.5 per 1,000 square feet as detailed in Lease
Paragraph 6.5.
 
5. Common Area Restrooms:
 
     Tenant shall have use of the common area restrooms as outlined on Exhibit
A.
 
                                      -20-
<PAGE>   21
 
                                                                       EXHIBIT C
 
                             RULES AND REGULATIONS
 
     It is further agreed that the following Rules and Regulations shall be and
are hereby made a part of this Lease, and Tenant agrees that Tenant's employees
and agents, or any others permitted by Tenant to occupy or enter the Premises,
will at all times abide by said Rules and Regulations, unless otherwise
specified or provided for in the Lease, to wit:
 
          1. The driveways, entrances and exits to the Property, sidewalks,
     passages, building entries, lobbies, corridors, stairways, and elevators of
     the Building shall not be obstructed by Tenant, or Tenant's agents or
     employees, or used for any purpose other than ingress and egress to and
     from the Premises. Tenant or Tenant's agents or employees shall not loiter
     on the lawn areas or other common areas of the Property.
 
             (a) Furniture, freight equipment and supplies will be moved in or
        out of the Building in a reasonable manner In the event Tenant's movers
        damage any part of the Building or Property, Tenant shall forthwith pay
        to Landlord the amount required to repair said damage.
 
             (b) Except as outlined in tire Addendum, no article, the weight of
        which may in the opinion of Landlord constitute a hazard to or damage to
        the Building or the Building's equipment, shall be moved into the
        Premises without Landlord's prior written approval, but such consent or
        approval shall not be unreasonably withheld, conditioned or delayed.
        Landlord and Tenant shall mutually agree to the location of such
        articles in the Premises. All damage done to the Property, Building or
        Premises by putting in, taking out or maintaining extra heavy equipment
        shall be repaired at the expense of Tenant.
 
             (c) Landlord reserves the right to close and keep locked any and
        all entrances and exits of the Building and Property and gates or doors
        closing the parking areas thereof during such hours as Landlord may deem
        advisable for the adequate protection of the Property and all tenants
        therein. Subject to Paragraph 6.3 of the Lease, Landlord shall not close
        off parking areas during banking hours.
 
          2. Except as otherwise provided for in the Lease, no sign,
     advertisement or notice shall be inscribed, painted or affixed on any part
     of the inside or outside of the Building unless of such color, size and
     style and in such place upon or in the Building as shall be first approved
     in writing by Landlord. No furniture or other materials shall be placed in
     front of the Building or in any lobby or corridor, without the prior
     written consent of Landlord. Landlord shall have the right to remove all
     non permitted signs and furniture, without notice to Tenant.
 
          3. Tenant shall not employ any person or persons other than the
     janitor or cleaning contractor of Landlord for the purpose of cleaning or
     taking care of the Premises without the prior written consent of Landlord,
     which shall not be unreasonably withheld, conditioned or delayed. Except as
     otherwise provided in the Lease, Landlord shall in no way be responsible to
     Tenant for any loss of property from the Premises, however occurring.
 
          4. Water closets and other water fixtures shall not be used for any
     purpose other than that for which the same are intended, and any damage
     resulting to the same from misuse on the part of Tenant or Tenant's agents
     or employees, shall be paid for by Tenant. No person shall waste water by
     tying back or wedging the faucets or in any other manner.
 
          5. No animals except seeing-eye dogs or other animals necessary to the
     functioning of handicapped personnel shall be allowed on the lawns or
     sidewalks or in the offices, halls, and corridors of the Building.
 
          6. No persons shall disturb the occupants of this or adjoining
     buildings or premises by the use of any radio, sound equipment or musical
     instrument or by the making of loud or improper noises, nor interfere in
     any way with the other tenants or those having business with them. Should
     sound mitigation
 
                                       C-1
<PAGE>   22
 
     measures be required due to sounds originating in the Premises, the costs
     of such measures shall be paid for by Tenant.
 
          7. Bicycles or other vehicles, other than wheel chairs, shall not be
     permitted in the offices, halls, corridors and lobbies in the Building nor
     shall any obstruction of sidewalks or entrances of the Building by such be
     permitted.
 
          8. Tenant shall not allow anything to be placed on the outside of the
     Building, nor shall anything be thrown by Tenant or Tenant's agents or
     employees, out of the windows or doors, or down the corridors, ventilation
     ducts or shafts of the Building. Tenant, except in case of fire or other
     emergency, shall not open any outside window.
 
          9. N/A.
 
          10. All garbage, including wet garbage, refuse or trash shall be
     placed by Tenant in the receptacles designated by Landlord for that
     purpose. Tenant shall not burn any trash or garbage at any time in or about
     the leased Premises or any area of the Property. Tenant and Tenant's of
     ricers, agents, and employees shall not throw cigar or cigarette butts or
     other substances or litter of any kind in or about the Property.
 
          11. Tenant shall not install or operate any steam or gas engine or
     boiler, or other machinery or carry on any mechanical business, other than
     such mechanical business which normally is identified with general use in
     the Premises. Explosives or other articles of an extra hazardous nature
     shall not be brought into the Building complex.
 
          12. Any painting or decorating as may be agreed to be done by and at
     the expense of Landlord shall be done during regular weekday working hours.
     Should Tenant desire such work on Saturdays, Sundays, holidays or outside
     of regular working hours, Tenant shall pay for the extra cost thereof, if
     any.
 
          13. Tenant and Tenant's agents and employees shall park their vehicles
     in areas designated from time-to-time for employee parking.
 
          14. Tenant shall not mark, drive nails, screw, bore, or drill into,
     paint or in any way deface the common area walls, exterior walls, roof,
     foundations, bearing walls, or pillars without the prior written consent of
     Landlord. The expense of repairing any breakage, stoppage or damage
     resulting from a violation of this rule shall be borne by Tenant.
 
          15. No waiver of any rule or regulation by Landlord shall be effective
     unless expressed in writing and signed by Landlord or his authorized agent.
 
          16. Tenant shall be responsible for cleaning up any trash blowing
     around their facility that may have been left by their customers or
     employees.
 
          17. In the event of any conflict between these rules and regulations
     or any further or modified rules and regulations from time to time issued
     by Landlord, and the lease provisions, the lease provisions shall govern
     and control.
 
          18. Landlord reserves the right at any time to change or rescind any
     one or more of these rules and regulations, or to make such other and
     further reasonable rules and regulations as in Landlord's judgment may from
     time to time be necessary for the management, safety, care and cleanliness
     of the Premises, and for the preservation of good order therein, as well as
     for the convenience of other tenants of the Property. Landlord shall not be
     responsible to Tenant or to any other person for the nonobservance or
     violation of the rules and regulations by any other tenant or person.
     Tenant shall be deemed to have read these rules and to have agreed to abide
     by them as a condition to its occupancy of the space herein leased, and
     Tenant shall abide by any additional rules and regulations which are
     ordered or requested by Landlord or by any governmental authority.
 
                                       C-2
<PAGE>   23
 
                                                                       EXHIBIT D
 
<TABLE>
<CAPTION>
                         MATERIALS                            QUANTITIES
                         ---------                            ----------
<S>                                                           <C>
 
</TABLE>
 
Tenant agrees that:
 
     (a) None of the above materials will be used, held or stored on or about
the Premises in quantities of greater than one (1) gallon each, or twenty (20)
pounds each in the case of non-liquid materials; provided, however, that used or
excess materials may be stored together in a fifty-five (55) gallon drum while
awaiting transport off the Premises for disposal.
 
     (b) The materials listed on Page 1 to this Exhibit D shall be stored in
fire-proof lockers on the Premises in accordance with applicable laws,
regulations and ordinances. No storage outside the Premises will be permitted.
 
     (c) No used or excess materials will be disposed of in, on, under or about
the Premises or Redwood Business Park. Instead, such materials shall be
transported off-site, no less often than every one hundred eighty (180) days, by
a duly licensed hazardous materials transporter. While waiting for transport
off-site for disposal, used or excess materials shall be stored in a safe
location on the Premises in secure containers which are appropriately labeled.
 
     (d) No materials listed on Page 1 to this Exhibit D, regardless of whether
they are water-soluble, shall be flushed down any sanitary sewer drains on or
about the Premises or Redwood Business Park.
 
                                       D-1