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                                                                   EXHIBIT 10.22

                            PALM DESERT BRANCH LEASE

             STANDARD INDUSTRIAL/COMMERCIAL MULTI TENANT LEASE - NET
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1.      Basic Provisions ('Basic Provisions)

1.1     Parties: This Lease ("Lease'), dated for reference purposes only
        November 13, 2 002, is made by and between LYLE HALL, LLC ("Lessor") and
        Redlands Centennial Bank 3.413 sq ft Other: $ 0.00 for N/A (collectively
        the party', or Individually a "Party") Premises: That certain portion of
        the Project (as defined below), including all improvements therein or to
        be provided by Lessor under the terms of this Lease, commonly known by
        the street address of 77-900 Fred Waring Drive, Suite 100 located In the
        City of Palm Desert, County of Riverside, State of California, with by
        code 92260, as outlined on Exhibit "A" attached hereto ("Premises") and
        generally described as (describe briefly the nature at the Promises): a
        two-story commercial office building consisting of approximately 17 7B1
        sq ft of which the Premises comprises approximately 3,413 sq feet.

        In addition to Lessee's rights to use and occupy the Premises is
        hereinafter specified, Lessee shall have non-exclusive rights to the
        Common Areas (as defined in Paragraph 2.7 below) as hereinafter
        specified, but shall not have any rights to the roof, exterior walls or
        utility raceways of the building containing the Premises ("Building") or
        to any other building in the Project. The Premises, the Building, the
        Common Areas, the land upon watch they are located, along with all other
        buildings and improvements thereon, are herein collectively referred to
        as the "Project." (see also Paragraph 2)

1.2(b)  Parking: Non-exclusive unreserved vehicle parking spaces ("Unreserved
Parking Spaces"); and 15 spaces adjacent to the main entry of the building
labeled "20 Minute Visitor Parking Only" reserved vehicle parking spaces
('Reserved Parking Spaces'. (See also Paragraph 2.6)

1.3     Term: 5 years and 0 months ("Original Term") commencing July 1, 2003
("Commencement Date") and ending June 30, 2008 ("Expiration Date"). (See also
Paragraph 3)

1.4     Early Possession: Upon substantial completion of landlord's work ("Early
Possession Date'), (See also Paragraphs 32 and 3.3)

1.5     Base Rent: 6,314 per month ('Base Rent"), payable on the 1st day of each
month commencing July 1, 2003 . (See also Paragraph 4) [X] If this box is
checked, there are provisions in this Lease for the Base Rent to be adjusted

1.6     Lessee's Share of Common Area Operating Expenses: 19 and 19/100 percent
(19 .19%)("Lessee's Share").

1.7     Base Rent and Other Monies Paid Upon Execution:

        (a  Base Rent: $ 6,319.05 for the period 7/01/03 - 7/31/03

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        (b) Common Area Operating Expenses $ 1,023.90 to the period
        7/01/03-7/31/03

        (c) Security Deposit:; Waived ("Security Deposit").
        (See also Paragraph 6)

        (d) Other $ N/A for N/A

        (e) Total Due Upon Execution of this Lease: $ 7,337.95

1.8     Agreed Use: Bank

1.9     Insuring Party. Lessor Is the "Insuring Party". (See also Paragraph 8)

1.11)   Real estate brokers: (See also Paragraph 15)

        (a) Representation: The following real estate brokers (the "Brokers')
and brokerage relationships exist In this transaction (check applicable box-).

[X]   Lyle Commercial represents Lessor exclusively (-Lessors Broker");

[X]   Stephen Denials Commercial Brokerage Inc represents Lessee exclusively
("Lessee's Broker"): or represents both Lessor and Lessee" ('Dual Agency")

        (b) Payment to Brokers Upon execution and delivery of This Lease by
both Parties, Lessor shell pay to the Brokers the brokerage tae agreed to in a
separate written agreement (or if there is no such agreement the sun of 3.0$ of
the total Bass Rental for the first 5 years of the Lease: term to Stephen
Daniels; 2.0% of the total Base Rental for the first 5 years of the Lease term
to Lyle Commercial % of the total Base Rent for the brokerage services rendered
by the Brokers).

1.11    Guarantor. The obligations of the Lessee under this Lease are to be
        guaranteed by N/A ("Guarantor"). (see also Paragraph 37)

1.12  Addends and Exhibits Attached hereto is an Addendum or Addenda consisting
d Paragraphs 50 through 59 and Exhibits "A" through "A", all of which
constitute a part of this Leases

2.      Premises.

2.1     Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from
Lessor, the Premises for the term, at the rental, and upon all of the terms,
covenants and conditions set forth in this Lease. Unless otherwise provided
herein, any statement of size set forth in this Lease, or that may have been
used In calculating Rent is an approximation which the Parties agree Is
reasonable and any payments based thereon are not subject to revision whether or
not the actual size Is more or less.

2.2     Condition. Lessor shall) deliver that portion of the Premises contained
within the Building ("Unit,") to lessee see broom clean and free of debris on
the Commencement Date or the Early Possession Date. whichever first Occurs (
Start Date-). and, so long as the required service contracts described in
Paragraph 7.1(b) below we obtained by Lessee and in effect within thirty days
following the Start Date, warrants that the existing electrical plumbing fire
sprinkler, lighting, heating ventilating and air conditioning systems ("HVAC"),
loading doors if any and all other such elements In the Unit, other them
constructed by Lessee, shall be in good operating condition on said date and
that the structural elements of the roof. bearing walls and foundation of the
Unit shall be true of material detects. If a non-compliance with such womanly
exists as of the Start Date, or If one or such systems or elements should
malfunction or fall within the appropriate warranty period. Lessor shall, as
Lessor's sole obligation with respect to such matter except as otherwise
provided in this Lease, promptly after receipt of written notice from Lessee
setting forth with specificity the nature and extent of such noncompliance,
malfunction or failure rectify same at Lessors expense. The warranty periods
shall be as follows: (i) 6 months as to the HVAC systems and (ii) 30 days as to
the remaining systems and other elements of the Unit. If Lessee does not give
Lessor the required notice within the appropriate warranty period correction of
any such non-compliance, malfunction or failure shall be the obligation of
lessee at lessee's sole cost and expenses (except for the repairs to the fire
sprinkler systems, roof, foundations, and /or bearing walls - see Paragraph 7)

2.3     Compliance. Lessor warrants the improvements on the Premises and the
Common areas comply with the building codes that were in effect at the time that
each such improvement, or portion thereof, was constructed, and also with all
applicable laws, covenants, or restrictions of record, regulations and

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ordinances in effect on the start date ("applicable requirements). Said warranty
does not apply to the use to which lessee will put the Premises or to any
alterations or utility installations (as defined in Paragraph 7.3a) made or to
be made by Lessee. NOTE: Lessee is responsible for determining whether or not
the applicable requirements, and especially the zoning, are appropriate for
Lessee intended use, and acknowledges that past uses of the Premises may no
longer be allowed. If the Premises do not comply with said warranty, Lessor
shall, except as otherwise provided promptly after receipt of written notice
from Lessee setting forth the specifity the nature and extent of such
non-compliance, rectify the same at Lessor's expense. If Lessee does not give
Lessor written notice of a non-compliance with this warranty within 6 months
following the Start Date, correction of that no compliance shall be the
obligation of Lessee at Lessee's sole cost and expense. If the applicable
requirements are hereafter change so as to require during the term of the lease
the construction of an addition to or an alteration of the Unit, Premises and/or
building, the remediation of any Hazardous substance, or the reinforcement of
other physical modification of the Unit, Premises and/or Building (Capital
Expenditure), Lessor and Lessee shall allocate the cost of such work as follow:

        (a) Subject to Paragraph 2.3c below, if such Capital Expenditures are
            required as a result of the specific and unique use of the Premises
            by lessee as compared with uses by tenants in general, Lessee shall
            be fully responsible for the cost thereof, provided, however that if
            such Capital expenditures is required during the last 2 years of the
            Lease and the cost thereof exceeds 6 months Base Rent, Lessee may
            instead terminate this Lease unless Lessor notifies Lessee, in
            writing, within 10 days after receipt of Lessee's termination notice
            that Lessor has elected to pay the difference between the actual
            cost there of and the amount equal to 6 months Base Rent.

        (b) If such capital expenditure is not the result of the specific and
            unique use of the Premises by Lessee (such as governmentally
            mandated seismic modifications) then Lessor and Lessee shall
            allocate the obligation to pay for the portion of such costs
            reasonably attributable to the Premises pursuant to the formula set
            our in Paragraph 7.1d, provided however that if such Capital
            Expenditures is required during the last 2 years of this lease of if
            lessor reasonably determines that it is not economically feasible to
            pay its share thereof, Lessor shall have the option to terminate
            this Lease upon 90 days prior written notice to Lessee unless Lessee
            notifies Lessor, in writing within 10 days after receipt of Lessors
            termination notice that Lessee will pay for such capital
            expenditures. If Lessor does not elect to terminate and fails to
            tender its share of any such capital expenditures, Lessee may
            advance such funds and deduct same, with interest from Rent until
            Lessors share of such costs have been fully paid

        (c) Notwithstanding the above, the provisions concerning Capital
            expenditures are intended to apply only to non-voluntary, unexpected
            and new applicable requirements. If the Capital expenditures are
            instead triggered by Lessee as a result of an actual or proposed
            change in use, change in intensity of use, or modification to the
            Premises then, and in that event, Lessee shall be fully responsible
            for the cost thereof, and Lessee shall not have any right to
            terminate this lease.

2.4     Acknowledgements. Lessee acknowledges that (a) if has been advised by
        lessor and/or broker to satisfy itself with respect to the condition of
        the Premises (including but not limited to the electrical, HVAC, and
        fire sprinkler systems, security, environmental aspects and compliance
        with applicable requirements and the Americans with disabilities Act),
        and their suitability for Lessee's intended use (b) Lessee has made such
        investigation as if deems necessary with reference to such matter and
        assumes all responsibility there for as the same relate to its occupancy
        of the Premises, and (c) neither Lessor, Lessee agents, nor Brokers have
        made any oral or written representations or warranties with respect to
        said matters other than as set forth in this Lease

2.5     Lessee as prior owner/Occupant. The warranties made by lessor in
        Paragraph 2 shall be of no force or effect if immediately prior to the
        Start date Lessee was the owner of occupant of the Premises. IN such
        event, Lessee shall be responsible for any necessary corrective work.

2.6     Vehicle parking. Lessee shall be entitled to use the number of
        unreserved parking spaces and reserved parking spaces specified in
        Paragraph 1.2b on those portions of the Common Areas designated from
        time to time by Lessor for Parking. Lessee shall not use more parking
        spaces than said number. Said parking

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        spaces shall be used for parking by vehicles no larger that full-size
        passenger automobiles or pick up trucks, herein called "Permitted size
        vehicles".

        (a) Lessee shall not permit or allow any vehicles that belong to or are
            controlled by lessee or Lessee's employees, suppliers, shippers,
            customers, contractors or invitees to be loaded, unloaded or parked
            in areas other than those designated by Lessor for such activities.

        (b) Lessee shall not service or store any vehicles in the Common Areas.

        (c) If Lessee permits or allows any of the prohibited activities
            described in this Paragraph 2.6, then Lessor shall have the right
            without notice, in addition to such other rights and remedies that
            it may have, to remove or tow away the vehicle involved and charge
            the cost to Lessee, which cost shall be immediately payable upon
            demand by Lessor.

2.7     Common Area-definition. The term "Common Areas" is defined as all areas
        and facilities outside the premises and within the interior boundary
        line of the Project and interior utility raceways and installations
        within the unit that are provided and designated by the Lessor from time
        to time for the general non-exclusive use of Lessor, Lessee and other
        tenants of the Project and their respective employees, suppliers,
        shippers, customers, contractors and invitees.

2.8     Common Areas-Lessee's rights. Lessor grants to Lessee for the benefit of
        Lessee and its employees, suppliers, shippers, contractors, customers
        and invitees, during the term of this lease, the non-exclusive right to
        use, in common with others entitled to such use, the common areas as
        they exist from time to time, subject to any rights, powers, and
        privileges reserved by Lessor under the terms hereof or under the terms
        of any rules or regulations or restrictions governing the use of the
        Project. Under no circumstances shall the right herein granted to use
        the common areas be deemed to include the right to store any property,
        temporarily or permanent, in the Common areas. Any such storage shall be
        permitted only by the prior written consent of Lessor or Lessor's
        designated agent.

2.9     Common Areas-"Rules and regulations. Lessor or such other person(s) as
        Lessor may appoint shall have the exclusive control and management of
        the Common areas and shall have the right, from time to time, to
        establish, modify, amend and enforce reasonable rules and regulations
        for the management, safety, care and cleanliness of the grounds., the
        parking and unloading of vehicles and the preservation of good order, as
        well as for the convenience of other occupants or tenants of the
        building and the Project and their invitees.

2.10    Common Areas-changes. Lessor shall have the right, in Lessors sole
        discretion from time to time

        (a) to make changes to the common areas, including without limitation,
            changes in the location, size, shape and number of driveways,
            entrances, parking spaces, parking areas, loading and unloading
            areas, in grass, direction of traffic, landscaped areas, walkways
            and utility raceways.

        (b) To close temporarily any of the common areas for maintenance
            purposes so long as reasonable access to the premises remains
            available.

        (c) To designate other land outside the boundaries of the Project to be
            a part of the Common areas

        (d) To add additional buildings and improvements to the common areas

        (e) To use the common areas while engaged in making additional
            improvements, repairs or alterations to the project, or any portion
            thereof TERM

3.1     Term. The commencement date, expiration date and original term of this
        lease are as specified in Paragraph 1.3.

3.2     Early Possession. If lessee totally or partially occupies the Premises
        prior to the commencement date, the obligation to pay Base rent shall be
        abated for the period of early possession. All other terms of this lease
        (including but to limited to the obligations to pay lessee's share of
        common area operating expenses, real property taxes and insurance
        premiums and to maintain the Premises) shall, however be in effect
        during such period. Any such early possession shall not affect the
        expiration date.

3.3     Delay in possession. Lessor agrees to use its best commercially
        reasonable efforts to deliver possession of the Premises to Lessee by
        the commencement date. If, despite said efforts, Lessor is unable to
        deliver possession as agreed, Lessor shall not be subject to any
        liability thereof, nor shall such failure affect the validity of this
        lease. Lessee shall not, however, be obligated to pay rent of perform
        its other obligations

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        until it receives possession of the Premises. If possession is not
        delivered within 60 days of the commencement date, lessee may, at its
        option, by notice in writing within 10 days after the end of such 60 day
        period, cancel this lease, in which event the parties shall be
        discharged from all obligations hereunder. If such written notice is not
        received by Lessor within said 10 day period, Lessee's right to cancel
        shall terminate.

3.4     Lessee compliance. Lessor shall not be required to tender possession of
        the Premises to Lessee until Lessee complies with its obligation to
        provide evidence of insurance (paragraph 8.5). Pending delivery of such
        evidence, Lessee shall be required to perform all of its obligations
        under this Lease from and after the start date, including the payment of
        Rent, notwithstanding Lessor's election to withhold possession pending
        receipt of such evidence of insurance. Further, if lessee is required to
        perform any other conditions prior to or concurrent with the Start Date,
        the Start Date shall occur but Lessor may elect to withhold possession
        until such conditions are satisfied.

4       RENT

4.1     Rent defined. All monetary obligations of Lessee to Lessor under the
        terms of this lease are deemed to be rent.

4.2     Common area operating expenses. Lessee shall pay to lessor during the
        term hereof, in addition to the base rent, lessee's share of all common
        area operating expenses, as hereinafter defined, during each calendar
        year of the term of the lease, in accordance with the following
        provisions:

        (a) Common area operating expenses- are defined for the purpose of this
            lease, as all costs incurred by lessor relating to the ownership and
            operation of the project, including but not limited to, the
            following:

                (1)  The operation, repair and maintenance in neat, clear, good
                     order and condition of the following
                (aa) The common areas and common area improvements, including
                     parking areas, loading and unloading areas, trash areas,
                     roadways, parkways, walkways, driveways, landscaped areas,
                     bumpers irrigation systems.
                (bb) Exterior signs and any tenant directories.
                (cc) Any fire detection and/or sprinkler systems.
                (2)  The cost of water, gas, electricity, and telephone to
                     service the common areas and any utilities not separately
                     metered.
                (3)  Trash disposal, pest control services, property management,
                     security services, and the costs of any environmental
                     inspections.
                (4)  Reserves set aside for maintenance and repair of common
                     areas.
                (5)  Real property taxes.
                (6)  The cost of the premiums for the insurance maintained by
                     Lessor pursuant to Paragraph 8.
                (7)  Any deductible portion of an insured loss concerning the
                     Building or the common areas.
                (8)  The cost of any capital expenditures to the building or the
                     project not covered under the provisions of Paragraph 2.3.
                (9)  Any other services to be provided by lessor that are stated
                     elsewhere in this lease to be a common area operating
                     expense

        (b) Any common area operating expenses and real property taxes that are
            specifically attributable to the Unit, the building or to any other
            building in the Project or to the operation, repair and maintenance
            thereof, shall be allocated to such Unit, building or other
            building. However, any common area operating expenses and real
            property taxes that are not specifically attributable to the
            building or to any other building or to the operation, repair and
            maintenance thereof, shall be equitably allocated by Lessor to all
            buildings in the Project.

        (c) The inclusion of the improvements, facilities and services set forth
            in subparagraph 4.2a shall not be deemed to impose an obligation
            upon Lessor to either have said improvements or facilities or to
            provide those services unless the project already has the same,
            Lessor already provides the services, or Lessor has agreed elsewhere
            in this lease to provide the same or some of them.

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        (d) Lessee's share of common area operating expenses shall be payable by
            lessee within 10 days after a reasonably detailed statement of
            actual expenses is presented to lessee. At lessor's option, however,
            an amount may be estimated by lessor from time to time of Lessee's
            share of annual common area operating expenses and the same shall be
            payable monthly or quarterly, as Lessor shall designate, during each
            12 month period of the lease term, on the same day as the Base rent
            is due hereunder.

4.3     Payment. Lessee shall cause payment to Rent to be received by Lessor in
        lawful money of the United States, without offset or deduction, on or
        before the day on which it is due. Rent for any period during the term
        hereof which is for less than one full calendar month shall be prorated
        passed upon the actual number of days of said month. Payment of Rent
        shall be made to lessor at its address stated herein or to such other
        persons or place as lessor may from time to time designate in writing.
        Acceptance of a payment which is less then the amount then due shall not
        be a waiver of Lessors rights to the balance of such rent, regardless of
        Lessors endorsement of any check so stating.

5       Security Deposit WAIVED.

6       Use

6.1     Less shall use an occupy the premises only for the agreed use, or any
        other legal use which is reasonably comparable thereto, and for no other
        purpose. Lessee shall not use or permit the use of the premises in a
        manner that is unlawful, creates damage, waste or a nuisance, or that
        disturbs occupants of or causes damage to neighboring premises or
        properties.

6.2     Hazardous Substances.

        (a) Reportable uses require consent. The term "hazardous substances" as
            used in this lease shall mean any product, substance, or waste whose
            presence use, manufacture, disposal, transportation or release
            either by itself or in combination with other materials expected to
            be on the premises is either 1. potentially injurious to the public
            health, safety or welfare, the environment or the premises 2.
            regulated or monitored by any government authority, or 3. a basis
            for potential liability of lessor to any governmental agency or
            third party under any applicable statute or common law theory.
            Hazardous substances shall include, but not be limited to,
            hydrocarbons, petroleum, and/or crude oil or any products,
            by-products or fractions thereof.

        (b) Duty to inform Lessor. If lessee knows, or has reasonable cause to
            believe that a hazardous substance has come to be located in, on,
            under or about the premises, other than as previously consented to
            by lessor, Lessee shall immediately give written notice of such fact
            to Lessor, and provide Lessor with a copy of any report, notice,
            claim or other documentation which it has concerning the presence of
            such hazardous substance.

        (c) Lessee Remediation. Lessee shall not cause or permit any hazardous
            substance to be spilled or released in, on, under, or about the
            premises and shall promptly at lessee's expense take all
            investigatory and/or remedial action reasonable recommended, whether
            or not formally ordered or required, for the cleanup of any
            contamination of, and for the maintenance, security, and/or
            monitoring of the premise or neighboring properties, that was caused
            of materially contributed to by Lessee, or pertaining to or
            involving any Hazardous substance brought onto the premise during
            the term of this lease, by or for lessee, or any third party.

        (d) Lessee indemnification. Lessee shall indemnify, defend and hold
            lessor, its agents, employees, lenders and ground lessor, if any,
            harmless from and against any and all loss of rents and/or damages,
            liabilities, judgments, claims and penalties arising out of or
            involving any hazardous substance brought onto the premises by or
            for lessee, or nay third party.

        (e) Lessor indemnification.

_ and Utility installations unless the item in question has become the property
of Lessor under the terms & this Lease.

8.4     Lessee's Property; Business interruption insurance

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        (a) property Damage. Lessee shall obtain and maintain insurance coverage
            on all of Lessee's personal property, Trade Fixtures. and leases
            Owned alterations and Utility Installations, Such insurance shall be
            full replacement cost coverage with a deductible of not to exceed
            $1,000 per occurrence. The proceeds from any such insurance shall be
            used by Lessee for the replacement of personal properly, Trade
            Fixtures and Lessee Owned Alterations and Utility Installations.
            Lessee shall provide Lessor with written evidence that such
            Insurance is in force.

        (b) Business Interruption. Losses shall obtain and maintain loss of
            income and extra expense insurance in amounts as will reimburse
            Lessee for direct or Indirect loss of earnings attributable to all
            perils commonly Insured against by prudent lessees in the business
            of Lessee or attributable to prevention of access to the Premises as
            a result of such perils.

        (c) No representation of Adequate coverage. Lessor makes no
            representation that the limits or forms of coverage of Insurance
            specified herein are adequate to cover Lessee's property. business
            operations or obligations under this Lease.

8.5     insurance Policies. Insurance required herein shall be by companies duly
        licensed or admitted to transact business in the state where the
        Premises are located, and maintaining during the policy term a 'General
        Policyholders Rating' of at least B+, V. as set forth in the most
        current issue of "Best's Insurance Guide", or such other rating as may
        be required by a Lender. Lessee shall not do or permit to be done
        anything which invalidates the required insurance policies. Lessee
        shall, prior to the start Date. delver to Lessor certified copies of
        policies d such insurance or certificates evidencing the existence arid
        amounts of the required Insurance. No such policy shall be cancelable or
        subject to modification except after 80 days prior written notice to
        lessor. Losses shall. at least 30 days prior to the expiration of such
        policies, furnish Lessor with evidence of renewals or "insurance
        binders" evidencing renewal thereof, or Lessor may order such insurance
        and charge the cost thereof to Lessee, which amount shall be payable by
        lessee to Lessor upon demand. Such policies shall be for a term of at
        least one year, or the length of the remaining term of this lease,
        whichever Is less- If either Party shag tai to procure and maintain the
        insurance required to be carried by It, the other party may, but shall
        not be required t0. procure and maintain the same.

8.8     Waiver of subrogation Without affecting any other rights or remedies
        Lessee and Lessor each hereby release and relieve the other, and waive
        their entire right to recover damages against the other, for loss of or
        damage lo Its property arising out of or incident to the perils required
        to be insured against herein The effect of such releases and waiver. is
        not limited by the amount of insurance canted or required, or by any
        deductibles applicable hereto. The parties agree to have their
        respective property damage Insurance carriers waive any right to
        subrogation that such compares may have against Lessor or Lessee, as the
        case may be, so long as the insurance is not invalidated thereby

8.7     Indemnity, Except for Lessor's gross negligence or willful misconduct
        Lessee shall indemnify, protect, defend and hold harmless the Premises,
        Lessor and its agents, lessor's master or ground lessor, partners and
        Lenders, from and against any and all claims, lose of rents and/or
        damages. Items, judgments, penalties, attorneys' and consultants' fees.
        expenses and/or liabilities arising out of, Involving, or fn connection
        with, the use and/or occupancy of the Premises by Lessee, If any action
        or proceeding Is brought against Lessor by reason of any of the
        foregoing matters, Lessee shall upon notice defend the same at Lessee's
        expense by counsel reasonably satisfactory to Lessor and Lessor shall
        cooperate with Lessee In such defense. Lessor creed not have first paid
        any such claim in order to be defended or Indemnified.

8.8     exemption of lessor from liability Lessor shall not be liable for injury
        or damage to the person or goods, wares, merchandise or other puppet/ of
        Lasses, Lessees employees, contractors invitees, customers, or any otter
        person h or about the Promises, whether such damage or Injury is tied by
        or results from fire. steam, electricity, gas. water or rain, or from
        the breakage, leakage, obstruction or other defects of pipes, tire
        sprinklers, appliances, plumbing, HVAC or lighting fixtures, or from any
        other cause, whether the said Injury or damage results from conditions
        wising upon the Premises or upon other portions of the Building, or from
        other sources or places. Lass" shall not be liable for any damages
        arising from any act or neglect of any other tenant of Lessor nor from
        the failure of Lessor to enforce the provisions of any other lease In
        Jim Project. Notwithstanding Lassos negligence or

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        breach of this Lease lessor shag under no circumstances be liable for
        injury to Lessee's business or for any loss of income or profit
        therefrom.

9.      Vantage or Destruction

9.1     Definitions.

        (a) "Premises Partial Damage" shall mean damage or destruction to the
            Improvements on the Premises other than Lessee Owned Alterations and
            Utility installations, which can reasonably be repaired In 3 months
            or less from the date of the damage or destruction, and the cost
            **red does not exceed a scan equal to 8 month's Base Rent. Lessor
            shag notify Lessee In writing within 30 days from the date of the
            damage or destruction a$ to whether or not the damage is partial or
            Total.

        (b) "Premises Total Destructions shall mean damage or destruction to the
            Improvements on the premises, other than Lessee Owned Alterations
            and Utility Installations and Trade fixtures which cannot reasonably
            be repaired in 3 men fits or 1089 from the data of the damage or
            destruction and/or the cost tiered exceed 6 sum equal to 8 month's
            Base Rent Lessor shall notify Lessee in writing within 30 days ham
            the date of the damage or destruction as to whether or not the
            damage is Partial or Total.

        (c) "insured Loss' shag mean damage or destruction to Improvements orb
            the Premises, other Own Lessee Owned Alterations and Utility
            Installations and Trade Fixtures, which was caused by an event
            required to be covered by the Insurance described In Paragraph
            8_3(a), irrespective of arty deductible amounts or coverage Emits
            involved.

        (d) "Replacement Cost` shall mean the cost to repair or rebuild the
            improvements owned by L' at the time of the occurrence to their
            condition existing immediately prior thereto. Including demolition,
            debris removal and upgrading required by the operation of Applicable
            Requirements, and without deduction for depreciation

        (e) Hazardous Substance Condition" shall mean the occurrence or
            discovery of a condition involving the presence of, or a
            contamination by. a Hazardous Substance as defined in Paragraph
            6.2(a), in, on, or under the Premises.

9.2     Partial Damage - Insured Loss. If a Premises Partial Damage that is an
        Insured Loss occurs, lien Lessor shall, at Lessor's expense, repair such
        damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and
        Utility installations as Soon ass reasonable possible and this Lease
        shall continue in full force and effect provided, however, that Lessee
        shall, at Lessors election, make the repair of any damage or destruction
        the total cost to -POW of which is $5,000 or less, and, In such event.
        Lessor shall make any applicable insurance proceeds available to Lessee
        on a reasonable basis for that purpose. Notwithstanding the foregoing It
        the required Insurance w as not In force or the Insurance proceeds are
        trot sufficient to effect such repair, the Insuring Party shall promptly
        contribute the shortage In proceeds as and when required to complete
        said repairs. In the event. however, such Shortage was due to the fact
        that, by reason of the unique nature -of the improvements, full
        replacement cost insurance coverage was not commercially reasonable and
        available, Lessor shall have no obligation to pay for the shortage in
        Insurance proceeds or to fully restore the unique aspects of the
        Premises unless Lessee provides ICI with the hands to cover same, or
        adequate assurance thereof, within 10 days following receipt of written
        notice of such shortage and request therefor. If Lessor receives said
        funds or adequate assurance thereof within said 10 day period, the party
        responsible for making the repairs shall complete them as soon as
        reasonably possible and this Lease shall remain In full force and effect
        If such funds or assurance an: trot red, Lessor may nevertheless elect
        by written notice to Lessee within 10 days thereafter to: (1) make such
        restoration and repair as is commercially reasonable with Lessor paying
        arty shortage in proceeds, in which colas thin; Lease shall remain In
        full force and effect, or (ii) have tills Lease terminate 30 days
        thereafter Lessee shall not be cribbed to reimbursement of any funds
        contributed by Lessee to repair any such damage or destruction Premises
        partial Damage due to flood or earthquake shall be subject to Paragraph
        9.3, notwithstanding that there may be some insurance coverage, but the
        net proceeds of any such Insurance shall be made available for the
        repairs If made by either Party.

9.3     Par" Damage - Uninsured Loss. If a Premises Partial Damage that is not
        an insured Loss occurs, unless caused by a negligent or willful ad of
        Lessee (In which event Lessee shall make the repairs at Lessee's
        expense), Lessor may amen (p repair such damage as soon as reasonably
        possible at Lessor's expense, in which event this Lease shall continue
        In full force and effect, or (11) terminate this Lease by giving written
        notice to

                                        8

<PAGE>

        lessee within 30 days after receipt by Lessor of knowledge of the
        occurrence of such damage. Such termination shall be effective 130 days
        following the date of such notice. In f event Lessor elects to terminate
        this tease, Lessee shall have the right within 10 days after receipt of
        the termination notice to give written notice to Lessor of Lessee's
        commitment to pay for the repair of such damage without reimbursement
        from Lessor. Lessee shall provide Lessor with said funds or satisfactory
        assurance thereof within 30 days after making such commitment In such
        event this Lease shall continue In full lance and effect and Lessor
        shall proceed to make such repairs as soon me reasonably possible after
        the required funds am available. If Lessee does not make the required
        commitment this Lena shall terminates as of the date specified in the
        termination notice.

9.4     Total Destruction. Notwithstanding any other provision hereof. If a
        Promises Total Destruction occurs. this Lease shat! terminate So days
        following such Destruction. It the damage or destruction was caused by
        the gross negligence or willful misconduct of lessee, Lessor shall have
        the right to recover lessor's damages from lessee, except as provided in
        Paragraph 8.6.

9.5     Damage Near End of Term. if at any time during the last 6 months of this
        Lease there is damage for which the cost to repair exceeds one months
        base rent, whether or not an issued loss, lessor may terminate this
        lease effective 60 days following the date of occurrence of such damage
        by giving written termination notice to lessee within 30 days after the
        date of occurrence of such damage.

9.6     Abatement of Rate Lessee's Remedies.

        (a) Abatement in the event of Premises Partial damage or Promises Total
            Destruction or a Hazardous, Substance Condition for which Lessee is
            not responsible under this Lease. the Rent payable by Lasses for the
            period required for the repair. remediation or restoration of such
            damage shall be abated In proportion to the degree to which Lessee's
            use of the Premises is impaired but not to exceed the proceeds
            received from the Rental Value Insurance. AN other obligations of
            Lessee hereunder shall be performed by Lessee. and lessor shall have
            no 60NIIW for any such damage, destruction, remediation repair or
            restoration except as provided herein.

        (b) Remedies. If Lessor shall be obligated to repair or restore this
            Promises and does not commence, In a substantial and meaningful way,
            such repair or restoration within 90 days sifter such obligation
            shall accrue, Lessee may, at any time prior to the commencement of
            such repair or restoration, give written notice to Lessor and to any
            tenders of Which Lessee has actual notice, of Lessee's election 10
            terminate this Lease on a date not less than 60 days following the
            giving of such notice. it Lessee gives such nonce, and such repair
            or restoration is trot commenced within 30 days thereafter, this
            Lease shag terminate as of the date specified in said notice. If the
            repair or restoration is commenced within such 30 days, this Lease
            shall continue in full force and affect. "commence" shall moan
            either the unconditional authorization of the preparation of the
            required plans, or the beginning of the actual work on the premises,
            whichever first occurs.

9.7     Termination; Advance Payments. Upon termination Of this Lease pursuant
        to Paragraph 8.2g) or Paragraph

9,      an equitable adjust shall be, made concerning advance Base Rent and any
        other advance payments made by Lessee to Lessor. Lessor shall, in
        addition, return to Lessee so much of lessee's Security Deposit as has
        not been. or is not then required to be, used by Lessor.

9.8     Waive Statutes. Lessor and Lessee agree that the terms of this Lease
        shall govern the effect of any damage to or destruction of the Premises
        with respect to the termination of this Lease and hereby waive the
        provisions of any present or future statute to the extent inconsistent
        herewith.

10,     Real Property Taxes.

10.1    Definition. As used herein, the term 'Real Property Taxes" shall Include
        any form of assessment: real estate. general, special, ordinary or
        extraordinary, or rental levy of tax (other than inheritance, personal
        income or estate taxes): improvement bond; and/or license fee imposed
        upon or levied against any legal or equitable Interest of Lessor In the
        Project, Lessor's right to other income therefrom, and/or Lessors
        business of leasing, by any authority having the direct or indirect
        power to tax and where the funds are generated with reference to the
        Project address and where the proceeds so generated Are to be applied by
        the city, county or other local taxing authority of a jurisdiction
        within which the Project Is located The term" "Real Property Taxes"
        shall also include any tax, fee, levy, assessment or charge, or any
        increase therein. Imposed by reason of events occurring

                                        9

<PAGE>

        during the term of this Lease, Including but not limited to. a change in
        the ownership of the Project or any portion thereof or a change in the
        improvements thereon in calculating Real Property Taxes for any calendar
        year, the Real Property Taxes for any real estate tax year strata be
        Included in the calculation of Real Property Taxes for such calendar
        year based upon the number of days which such calendar year and tax year
        have in common.

10.2    Payment oaf Taxes. Lessor shall pay the Real Property Taxes application
        to the project and except as otherwise provided in Paragraph 10.3, any
        such amounts shall be included in the calculation of Common Area
        Operating Expenses In accordance with the provision of Paragraph d.2.

10.3    Additional improvements Common Area Operating Expenses shall not induce
        Real Property Taxes specified In the tax assessor's records and work
        Sheets as being caused by additional improvements placed upon the
        Project by Other lessees or by Lessor for the exclusive enjoyment of
        such other lessees. notwithstanding Paragraph 10.2 hereof, Lessee shall,
        however, pay to Lessor at the time common Area Operating Expenses are
        payable under Paragraph 4.4 the entirety of any increase in Real
        Properly Taxes it assessed solely by reason of alterations Trade
        fixtures or utility Installations placed upon the Promises by Lessee or
        at Lessees request.

10.4    joint assessment If the Building Is not separately assessed, Real
        property taxes acted to the Building shall be an equitable proportion of
        the Real Property Taxes for an of the land and improvements induced
        within the tax parcel assessed, such proportion to be determined by
        lessor from the respective valuations assigned In the assessor's work
        sheets or such other information as may be reasonably available.
        Lessor's reasonable determination thereof, in good faith, Shall be,
        conclusive.

10.5    Personal Properly Taxes. Lessee shall pay prior to delinquency all tares
        assessed against and levied upon Lessee Owned Alterations and Utility
        installations. Trade fixtures, furnishings, equipment and ail personal
        property of Lessee contained in t Premises. When possible, tosses shall
        came its Less Owned Alterations arid Utility Installations, Trade
        Fixtures, furnishings, equipment and all other personal property to lea
        assessed and billed separately from the real property of Lessor, if arty
        of lessee's said properly shall be assessed with Lessor's real property.
        lessee shag pay Lessor the taxes attributable to Lessee's property
        within 10 days after receipt of a written statement setting g forth the
        taxes applicable to lessee's property.

11.     utilities Lessee shall pay for all water. gas, hoot. light, power.
        telephone. trash disposal and other utilities arid services supplied to
        the Premises, together with Arty taxes thereon. Notwithstanding the
        provisions of Paragraph 4.2. if at any time in Lessor's sole judgment,
        Lessor determines that lessee 15 using a disproportionate amount of
        water, electricity or other commonly metered utilities, of that Lessee
        Is generating such a Large volume of trash as to require an Increase In
        the size of the dumpster and/or an Increase In the number of times per
        month that the dumpster is emptied, then Lessor may increase Lessees
        Base Rent by an amount equal to such Increased costs.

12.     Assignment and Subletting.

12.1    Lessor's Consent Required.

        (a) Lessee shall not voluntarily or by operation of tow assign,
            transfer, mortgage or encumber (collectively, "assign or
            assignment") or sublet all or any part of Lessees Inhere:: .n this
            Lease or in the premises Without Lessor's prim written consent

        (b) A Change in the Control of -lessee shall constitute an assignment
            requiring consent The transfer, on a cumulative basis, of 25% Or
            more Or Vie voting control of Lessee shall constitutes a change In
            control for this purpose.

        (c) The Involvement of Lessee or its assets in any transaction, or Swiss
            of transactions (by way of merger, sale, acquisition *lancing,
            transfer, leveraged buyout or otherwise), whether or not a formal
            assignment or hypothecation of this Lease or Lessee's assets occurs,
            which results or will MR* In a won of the Net Worth of Lessee by an
            amount greater than 25% of such Net Worth as It was represented at
            the time of the execution of this Lease or at the dm of the most
            recent assignment to which lessor has consented, or as It exists
            immediately prior to said

                                       10

<PAGE>

            transaction or transactions constituting such reduction, whichever
            was or is greater, shall be considered an assignment of this Lease
            to which Lessor may withhold its consent "Net worth Of Lessee" shall
            mean the net worth of Lessee (excluding arty guarantors) established
            under generally accepted accounting principles

        (d) An assignment or subletting Without consent shall, at Lessor's
            option, be a Default curable after notice per Paragraph 13.1(c). or
            a noncurable Breach without the necessity of any notice and grace
            period. If Lessor elects to treat such -approved assignment or
            Subletting as a noncurable Breach. Lessor may either: (i) terminate
            this Lease, or (V) upon 30 days written notice, increase tile
            monthly Base Rent to 110% of the Base Rent then in effect, Fuller,
            in the event of such Breach and rental adjustment, (0 the purchase
            pro of any option op purchase the premises held by Lessee shall be
            subject to Similar adjustment to 110% of the price previously in
            effect, and (ii) all fixed and notes rental adjustments scheduled
            during the remainder of the Lease tern Shall be increased to 110% of
            the scheduled adjusted rent

        (e) Lessee's remedy for any beach of Paragraph 12.1 by Lessor shall be
            limited to compensatory damages and/or injunctive relief.

12.2    Terms and Conditions Applicable to assignment and subletting.

        (a) Regardless of Lessor's consent, no assignment or subletting shaft:
            (i) be effective without ft express written assumption by such
            assignee of sublessee of the obligations of Lessee under this Lease.
            (11) release leases of any obligations hereunder, or oil) alter the
            primary liability of Lessee for the Payment Of Rent Or for the
            performance of any other obligations be, be performed by Lessee.

        (b) Lessor may accept Rent or performance of lessee's obligations from
            any person other than Lessee pending approval or disapprove! of an
            assignment. Neither a delay in the approval or disapproval of such
            assignment nor the acceptance of Rent or performance shall
            constitute a waiver or estoppel of Lessor's right to exercise its
            remedies for Lessee's Default or Breach.

        (c) Lessor's consent to any assignment or subletting shall not
            constitute a consent to any subsequent assignment or subletting.

        (d) In the event of any Default or Breach by Lessee. Lessor may proceed
            directly against Lee, any Guarantors or anyone also responsible for
            the performance of Lessee's obligations trader Oft Lease, including
            any assignee or sublessee, without first exhausting Lessors remedies
            against any other parson or entity responsible therefore to Lessor,
            or any security held by Lessor.

        (e) Each request for consent to an assignment or subletting shall be in
            writing, accompanied by information relevant to Lessor's
            determination as to the financial and operational responsibility and
            appropriateness of tile proposed assignee of sublessee, including
            but not limited to the intended use anchor required modification of
            the Premises, It any, together with a fee of $1,100 or 10% of t
            current monthly Base Rent applicable to the portion of the Premise,
            which is the subject of the proposed assignment or sublease,
            whichever is greater, as consideration for Lassoes considering and
            processing said request Lessee agrees to provide Lessor with such
            other or additional Information and/or documentation as may be
            reasonably requested.

        (f) Any assignee at or sublessee under, this Lease shall, by reason of
            accepting such assignment or entering into such sublease. be, deemed
            to have assumed and agreed to conform and Comply with each and ovary
            term, covenant, condition and obligation herein to be observed or
            performed by lessee during the ten of raid assignment or sublease,
            other than such obligations as are contrary to Of intent with
            provisions of an assignment or sublease to which to or subletting
            shall not transfer to the assignee or sublessee any option granted
            to the Lessee's obligations. Lessee may collect said Rent. Lessor
            shall not, by reason of the foregoing or any assignment of such!
            sublease, riot by reason of the collection of Rent, be deemed liable
            to the $"VAG tar any failure of Lessee to perform and comply with
            any of Lessee's obligations to such subleases. lessee hereby
            irrevocably authorizes and directs any such sublessee upon receipt
            of a written notice from Lessor stating that a Breach exists In the
            performance of Lessee's obligations under this Lease, to pay to
            Lessor ail Rent due and b become due under the sublease. Sublease*
            shall rely upon any such notice from Lessor and shall pay all Rents
            to Lessor without any obligation or right to inquire as to whether
            such Breach exists, notwithstanding any claim from Lessee to the
            contrary.

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<PAGE>

        (b) In the event of a Breach by Lessee, Lessor may, at its option,
            require subleases to attorn to lessor, In which event Lessor shall
            undertake the obligations of the sublessor under such sublease from
            the time of the exercise of said option to the expiration of such
            sublease; provided, however, Lessor shall not be liable far any
            prepaid rants or security deposit paid by such sublease* to such
            sublessor or for any prior Defaults or Breaches of such sublessor.

            Any matter requiring the consent of the sublessor under 1 sublease
            snag also regatta the consent of Lessor. No sublessee snail further
            assign or sublet all or any part of the Premises without Lassoes
            prior written consent Lessor shall deliver a Copy of any notice of
            Default or Breach by Lessee to the sublessee, who shall have the
            right to cure the(c) (d) (e) Default of Lessee Within the grace
            period if any, specified in such notes. The sublessee shall have a
            right of reimbursement and offset from end against Laser for any
            such Defaults cured by the sublessee.

13.     Default; Breach; Remedies.

13,1    Default; breach. A Default is defined as a failure by the Lessee to
        comply with or perform any of the hum, covenants, conditions or Rules
        and regulations under this Lease. A breach is defined as the occurrence
        of one or more of the following Defaults, and the failure or Lessee to
        cure soon Default within any applicable grace period (8) The abandonment
        of the Premises; or the vacating of the Prey without providing a
        commercially reasonable level of security, or whore tea coverage of the
        property Insurance described in Paragraph 8.3 is jeopardized as a result
        thereof, or without providing reasonable assurances to minimize
        potential vandalism.

        (b) The lariats of Lessee m make any payment of Rent or any Security
            Deposit required b be made by Lessee hereunder, whether b Lessor or
            to a third party, when due, to provide reasonable evidence of
            insurance or surely bond, or b fulfill any obligation tinder this
            Lease which endangers or threatens or property, where such inflate
            continues for a period of 3 business days following Written notes to
            Lee.

        (c) 'the failure by Lessee to provide (f) reasonable written evidence of
            compliance with Applicable Requirements, (n) the service contracts,
            Coil the rescission of an unauthorized zed assignment. or
            subletting, (1v) on Estoppel Certificate (v) a requested
            subordination, (vi) evidence concerning any guaranty and/or
            guarantor, (vii) any document requested under Paragraph 41
            (easements), or (WI) any char documentation or information which
            Lessor may reasonably require of Lessee under are terms of this
            Lease, where amt such failure continues for a period of 10 days
            following written notice to Lessee.

        (d) A Default by Lessee as to the terms, covenants, conditions or
            provisions of this Lease or of the rules adapted under Paragraph 29
            thereof, other than moue described In subparagraphs 13.1(x), (D) or
            (a). above, where such Default continues for a period of 30 days
            after written notice; provided, however, that if the nature of
            Lessee's Default is such that more man 30 days are reasonably
            required for its carte. then it shall not be deemed to be a Breach
            if Lessee commences such cane within said 30 day period and
            thereafter diligently prosecutes ouch cure to completions

        (e) The occurrence of any of the following events- i) the making of any

            general arrangement or assignment for the benefit of creditors; (ii)
            becoming a "debtor as defined in 71 U.&.C. Section 101 or any
            successor statute thereto (unless, In the case of a petition filed
            against Lessee, the same is dismissed within 30 days); (III) the
            appointment of a trustee or receivers to take possession of
            substantially all of Lessee's assets located at the Premises or of
            Lessee's Interest In this Lease, where possession is not restored to
            lasses within 30 days; or (Iv) the attachment, execution or other
            judicial seizure of substantially all of Lessees assets located at
            tits Premises a of Lessees Interest in this Lease, where such
            seizure is not discharged within 34 days: Provided, however, In the
            event inch any provision of this subparagraph (e) is contrary to any
            applicable law, ouch provision shall be of no fares or effect, arid
            not acct the validly of the remaining provisions.

        (f) The discovery that any financial statement of Lessee or of any
            Guarantor given to lessor materially tale.

        (g) if the performance of LAS obligations under this Lease is
            guaranteed: (I) ale death of a Guarantor, (It) the termination of a
            Guarantors liability with respect to this Lease other than in
            accordance with the lanes of such

                                       12

<PAGE>

            guaranty. (Its a Guarantor's becoming insolvent or the subject of a
            bankruptcy filing. (Iv) a Guarantor's refusal to honor the guaranty,
            or (v) a Guarantor's breach of ft guaranty obligation on an
            anticipatory bests, anti Lessee's talkers, within Bo days following
            written notice of arty such event b provide written alternative
            assurance or security, which, when coupled with the then existing
            resources of Lessee. equals or exceeds the combined financial
            resources of Lessee and the guarantors that existed at the lime of
            execution of this Lease.

13.2    remedies (f Lessee fails to perform any of its affirmative duties or
        obligations, within 90 days after written notice (or fn case of an
        emergency, without notice), Lessor may, at its option, perform such duty
        or obligation on Lessee's behalf, Including but not limited to the
        obtaining of reasonably required bonds. Insurance policies or
        governmental licenses, pot approvals. The mete arid expenses of any such
        performance by Lessor shall by due and payable by Lease upon receipt of
        invoice therefor. If any Check given to Lessor by Lasses snail not be
        honored by the bank upon which N is drawn. Lessor. at ice option, may
        regales all future payments to be made by Lessee to be by cashiers
        cheek. In the event of a Breach, Lessor maps, whit a without further
        notice pr demand, arid without limiting Lessor in the exercise of any
        right pr remedy which Lessor may have by reason of such Breach:

        (a) Terminate Lessee's right b possession of the Premises by any lawful
            means, in which case figs Lease shall terminate and Lenses shall
            immediately surrender possession to Lessor. In such event Lessor
            Shall be entitled to recover from lessee: p) the unpaid Rent which
            had bash earned at the time of termination (ii) the worse of the
            time of award of the amount try which the unpaid rent which would
            have been earned after termination until the time of award exceeds
            the amount of such rental 1099 that the Lie proves could have been
            reasonably avoided; (ill) the worth at the time of award of the
            amount by which the unpaid rent far the balance o f the term after
            the time of award exceeds ft amount of such rental lass that the
            Lease" proves could be reasonably avoided; and (iv) any other amount
            necessary b compensate Lessor for ail the detriment proximately
            caused by the Lessee's failure to perform its obligations under this
            Lease or which in the ordinary course or things would be likely to
            result therefrom, Including but trot limited to the rest of
            recovering possession 0f tits Premises, expenses of reletting
            inducing necessary renovation and alteration of the Premises,
            reasonable attorneys' fees, and chat portion of any teasing
            commission paid by Lessor In connection With This lease applicable
            to the unexpired term of this Law*. The worth at the tints of award
            of the amount referred to in provision (iii) of the Immediately
            preceding sentence shall be computed by discounting such amount at
            the discount hate of the Federal Reserve Bank of the District within
            which the Premises are located at the time of award plus ones
            percent Effort by Lessor to mitigate damages caused by Lessee's
            Breach of this Lease shall not waive Lessors right to recover
            damages under Paragraph 1x. If termination of this Lease is obtained
            through the provisional remedy of unlawful detainee. Lessor shat
            have the right to recover in such proceeding any unpaid Rant and
            damages as are recoverable therein, or Lessor may reserve the right
            b recover all or any part thereof In a separate suit if a notice
            ate) grace period required under Paragraph 13.1 was not Previously
            given, a notice to pay rant Or quit, or to perform or quit given to
            Lessee under the unlawful detainee statute shall also constitute the
            notice required by Paragraph 13.1. In such cash, tits applicable
            grace period required by Paragraph 13_1 arid the unlawful detainee
            statute shall run concurrently and the failure of Lessee to cure the
            Default Within the greater of tire two such lease periods shall
            constitute both an unlawful detainer and a Breach of this lease
            entitling Loam to the remedies provided for In this Lease and/or by
            said statute.

        (b) Continuo the Lease and Lessee's right to possession and recover the,
            Rent as it becomes due, in which event Lessee may sublet or assign,
            Subject only to reasonable limitations. Acts of maintenance. Efforts
            to relet, and/or the appointment of a receiver to protect the
            Lessors interests, shall not constitute a termination of the tenants
            right to possession.

        (c) Pursue any other remedy now or hereafter available under the laws or
            judicial decisions of the states whereto the Premises are located
            The expiration or termination of the lease and/or the termination of
            Lesson's right to possession shall not relieve lessee from liability
            under any Indemnity provisions of this tease as to matters occurring
            or accruing during the tears hereof or by reason of lessee's
            occupancy of it's Premises.

                                       13

<PAGE>

13.3    Inducement Recapture. Any agreement for free or abated rent or other
        changes, or for the giving or paying by lessor to or for Lessee of any
        cash or other bonus, Inducement or consideration for lessee's entering
        into this Lease, all of which concessions are hereinafter referred to as
        'Inducement Provisions", shall be deemed conditioned upon Lessee's full
        and faithful performance of all of the terms, covenants and conditions
        of this Lease. Upon Breach of this lease by Lessee, any such inducement
        Provision shall automatically be deemed deleted from this Lease and of
        no further force or effect and any rent, other charge, bonus, Inducement
        or consideration theretofore abated, given or paid by Lessor under such
        an Inducement Provision shall be Immediately due and payable by Lessee
        to Lessor, notwithstanding any subsequent cure of said Breach by Lessee.
        The acceptance by Lessor of rent or the cure of the Breach which
        initiated the operation of this paragraph shall not be deemed a waiver
        by Lessor of the provisions of this paragraph unless specifically so
        stated to writing by Lessor at the time of such acceptance.

13.4    Late Charges. Lessee hereby acknowledges that late payment by Lessee of
        Rent will cause Lessor 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 upon lessor by any
        Lender- Accordingly, if any Rant shall not be received by Lessor within
        5 days after such amount shall be due then without any requirement for
        notice to Lessee, Lessee shall pay to Lessor a one-time late charge
        equal to 10% of each such overdue amount w $100. whichever is greater.
        The parties hereby states that such late change represents a fair and
        reasonable estimate of the costs Lessor will incur.

13.5    interest Any monetary payment due Lessor hereunder other than late
        charges, not received by Lessor, when due as to scheduled payments (such
        as Base Rent) or within 30 days following the date on which It was due
        for non-scheduled payment, shell bear interest from the date when due.
        as to scheduled payments, or the 31st day after it was due an to
        non-scheduled payments. The interest ("interest") charged shall be equal
        to the prime rate reported in the Well Stet journal as published closest
        prior to the date when due plus 4%, but shall not exceed to maximum rake
        allowed by law Interest is payable in addition to the potential late
        charge provided for In Paragraph 13.4.

13.6    Breach by lessor.

        (a) Notice of Breach. Lessor shall not be deemed In breach of this Lease
            unless Lessor falls within a reasonable time to perform an
            obligation required to be performed by Lessor. For purposes of this
            Paragraph a reasonable time shall in no event be less than 30 days
            after receipt by Lessor, and any Lender whose name and address shall
            have been furnished Lessee in writing for such purpose, of written
            notice specifying wherein such obligation of Lessor has not been
            performed; provided. however, that If to nature of Lessor's
            obligation Is such that more than 30 days are reasonably required
            for its performance. then Lessor show not be in breach If
            performance Is commenced within such 30 day period end thereafter
            diligently pursued to completion.

        (b) Performance by Lessee on Behalf of Lessor. In the event that neither
            Lessor nor Lender cures said breach within 30 days after receipt of
            said notice or if having commenced said cure they do not diligently
            pursue it to completion, then Lessee may elect to cure said breach
            at Lessee's, expense and offset from Rent an amount equal to the
            greater of one months base Rent or the Security Deposit, and to pay
            an excess of such expense under protest, reserving Lessee's right to
            reimbursement from Lessor, Lessee shall document the cost of said
            cure and supply said documentation to Lessor,

14.     Condemnation. If the Premises or any portion thereof are taken under the
        power of eminent domain or sold under the threat of the exercise of said
        power (collectively "Condemnation') this Lease shall terminates as to
        the part taken as of the date the condemning authority takes title or
        possession, whichever first occurs. If more then 10% of the floor area
        of the Unit, or more than 25% of Lessees Reserved Parking Spaces, is
        taken by Condemnation, Lessee may, at Lessee's option. to be exercised
        in writing within 10 days after Lessor shall have given Lessee written
        notice of such taking (or in the absence of such notice, within 10 days
        after the condemning authority shag have taken possession) terminate
        this Lease as of the date the condemning authority takes such
        possession. If Lessee does not terminate the Lease in accordance with
        the foregoing. this Lease shall remain in full force and effect as to
        the portion of go Premises remaining, except that the Base Rent shall be
        reduced in proportion to the reduction In utility of the Per-rises
        caused by such Condemnation. Condemnation

                                       14

<PAGE>

        awards and/or payments shag be the property of Lessor, whether such
        award shall be made as compensation for diminution in value of the
        leasehold, the value of go part taken, or for severance damages;
        provided, however, that Lessee shall be erred to any compensation for
        Lessee's relocation expenses, loss of business goodwill and/or Trade
        Fixtures. without regard to whether or not this Lease is terminated
        pursuant to the provisions of this Paragraph, All Alterations and
        Utility Installations made to the Premises by Lessee, for purposes of
        Condemnation only, shall be considered the property of the Lessee and
        Lessee shall be entitled to any and all compensation which is payable
        therefor. In the event that this Lease is not terminated by reason of
        the Condemnation Lessor shall repair any damage to the Premises caused
        by such Condemnation.

15.     Brokerage Fees.

15.1    Additional Commission. In addition to the payments owed pursuant to
        Paragraph 1.10 above, and unless Lessor and the Brokers otherwise agree
        In writing, Lessor agrees that: (a) If Lessee exercises any Option, (b)
        if Lessee acquires from Lessor any rights to the Premises or other
        premises owned by lessor and located within the Project;, (c) If Lessee
        remains In possession of the Premises, with the consent of Lessor, after
        the expiration of this Lease. or (d) if Base Rent Is increased, whether
        by agreement or operation of an escalation clause herein, then. Lessor
        shall pay Brokers a fee In accordance with the schedule of the Brokers
        in effect at the time of the execution of this Lease.

15.2    Assumption of Obligations. Any buyer or transferee of Lessor's interest
        In this Lease shall be deemed to have assumed Lessor's obligation
        hereunder. Brokers shall be third party beneficiaries of the provisions
        of Paragraphs 1.10, 15, 22 and 31. If Lessor falls to pay to Brokers any
        amounts due as and for brokerage fees pertaining to this Lease when due,
        then such amounts shall accrue Interest. In addition. It Lessor falls to
        pay any amounts to Lessee's Broker when due. Lessee's Broker may send
        written notice to Lessor and Lessee of such failure and If Lessor facts
        to pay such amounts within 10 days after said notice, Lessee shall pay
        said monies to Its Broker and offset such amounts against Rent. In
        addition, Lessees Broker shall be deemed to be a third party beneficiary
        of any commission agreement entered into by and/or between Lessor and
        Lessors Broker for the limited purpose of collecting any brokerage fee
        owed.

15.3    Representations and Indemnities of Broker Relationships. Lessee and
        Lessor each represent and warrant to the other that it has had no
        dealings; with any person, firm, broker or finder other than the
        Brokers, if any) in connection with this Lease, and that no one other
        than said named Brokers is entitled to any commission or finder's fee In
        connection herewith. Lessee and Lessor do each hereby agree to indemnify
        protect, defend and hold the other harmless from and against liability
        for compensation or charges which may be claimed by any such unnamed
        broker. finder or other similar party by reason of any dealings or
        actions of the indemnifying Party, Including any costs, expenses,
        attorneys' fees reasonably incurred with respect thereto.

16.     Estoppel Certificates.

        (a) East Party (as "Responding party) shall within 10 days after written
            notice from the other Party (the "Requesting Party-) execute,
            acknowledge and deliver to the Requesting Party a statement in
            writing in form similar to the then most current "Estoppel
            Certificate form published by the American Industrial Real Estate
            Association. plus such additional Information, confirmation and/or
            statements as may be reasonably requested by the Requesting Party.

        (b) If the Responding Party shall fail to execute or deliver the
            Estoppel certificate within such 10 day period. the Requesting Party
            may execute an Estoppel certificate stating that (i) the Lease is In
            full force and effect without modification except as may be
            represented by the Requesting Party, (ii) there are no uncured
            defaults in the Requesting Party's performance, and (iii) if Lesser
            is the Requesting Party, not more than one month's rent has been
            paid in advance. prospective purchasers and encumbrances may rely
            upon the Requesting Party's Estoppel Certificate and the Responding
            Party shall be estopped from denying the truth of the facts
            contained in said Certificate.

        (c) If Lessor desires to finance, refinance, or sell the Premises, or
            any part thereof, Lessen and all guarantors shall deliver to any
            potential lender or purchaser designated by Lessor such financial
            statements as may be reasonably required by such lender or
            purchaser, including but not limited to Lessee's financial
            statements for the past 3 years. Any such financial statements shall
            be received by Lessor and such lender or purchaser in confidence and
            shall be used only for the purposes herein set forth.

                                       15

<PAGE>

17.     Definition of Lessor. The term "Lessor' as used herein shall mean the
        owner or owners at the time in question of the fee title to the
        Premises, or, if this Is a sublease, of the lessee's interest In the
        prior lease. In the event of a transfer of Lessor's title or interest In
        the Premises or this Lease, Lessor shall deliver to the transferee or
        assignee (n cash or by credit) any unused Security Deposit held by
        Lessor. Except as provided in Paragraph 15. upon such transfer or
        assignment and delivery of the Security Deposit, as aforesaid the prior
        Lessor shall be relieved of an liability with respect to the obligations
        and/or covenants under this Lease thereafter to be performed by the
        Lessor. Subject to the foregoing, the obligations and/or covenants In
        this Lease to be performed by the Lessor shall be binding only upon the
        Lessor as hereinabove defined. Notwithstanding the above, and subject to
        the provisions of Paragraph 20 below, the original Lessor under this
        Lease, and all subsequent holders of the Lessees Interest In this Lease
        shall remain liable and responsible with regard to the potential duties
        and liabilities of Lessor pertaining to Hazardous Substances as outlined
        in Paragraph 8.2 above.

18.     Severability. 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.

19.     Days. Unless otherwise specifically indicated to the contrary, the word
        `days- as used In this Lease shall mean and refer to calendar days.

20.     Limitation on Liability. Subject to the provisions of Paragraph 17
        above, the obligations of Lessor under this Lease shall not constitute
        personal obligations of lessor, the Individual partners of Lessor or Its
        or their individual partners, directors, officers or shareholders. and
        Lessee shall look to the Premises, and to no other assets of Lessor, for
        the satisfaction of any liability of Lessor with respect to this Lease,
        and shall not seek recourse against the individual partners of Lessor,
        or Its or their individual partners, directors, officers or
        shareholders, or any of their personal assets for such satisfactions.

21.     Time of essence. Time is of the essence with respect to the performance
        of all obligations to be performed or observed by the Parties under this
        lease.

22.     No Prior or Other Agreements; Broker disclaimer, This Lease contains all
        agreements between the Parties with respect to any matter mentioned
        herein, and no other prior or contemporaneous agreement or understanding
        shall be effective Lessor and Lessee each represents and warrants to the
        Brokers that it has made, and is relying solely upon, its own
        Investigation as to the nature, quality, character and financial
        responsibility, of the other Party to this Lease and as to the use,
        nature, quality and character of the Premises. Brokers have no
        responsibility with respect thereto or with respect to any default or
        breach hereof by either Party. The liability (Including court costs and
        attorneys' fees), of any Broker with respect to negotiation. execution,
        delivery or performance by either lessor or Lessee under this Lease or
        any amendment or modification hereto shall be limited to an amount up to
        the fee received by such Broker pursuant to this Lease; provided,
        however, that the foregoing limitation on each Broker's liability shall
        not be applicable to any gross negligence or willful misconduct of such
        Broker.

23.     Notices.

23.1    Notice requirements All notices required or permitted by this Lease or
        applicable law shall be In writing and may be delivered in person (by
        hand or try Courier) or may be sent by regular, certified or registered
        mail or U.S. Postal Service Express Mall, with postage prepaid, or by
        facsimile transmission and shall be deemed sufficiently given if served
        in a manner specified in this Paragraph 23lterations, repairs,
        improvements or additions to the Premises as Lessor may deem necessary,
        Alt such activities shall be without abatement of rent or liability to
        Lessee. Lessor may at any tome piece an the Premises any ordinary "For
        Said" signs and Lessor may during the last 6 months of the term hereof
        place an the Premises any ordinary "For Lease" signs, Lassos may at any
        time place an the Premises any ordinary "For Sublease" sign.

33.     Auctions. Lessee shall not conduct, nor permit to be conducted any
        auction upon the Premises without Lessors prior written consent. Lessor
        shall not be obligated to exercise any standard of reasonableness in
        determining whether to permit an auction.

                                       16

<PAGE>

34.     Signs. Except for ordinary "For Sublease" signs which may be placed only
        on the Premises. Lessee shall not place any sign upon the Project
        without Lessor's prior written consent All signs must comply with all
        Applicable Requirements.

35.     Termination: Merger. Unless specifically stated otherwise In writing by
        Lessor, the voluntary or other surrender of this lease by Lessee, the
        mutual termination or cancellation hereof, or a termination hereof by
        Lessor for Breach by Lessee, shall automatically, terminate any sublease
        or lesser estate In the Premises; provided, however. that Lessor may
        elect to continue any one or all existing subtenancies Lessor's failure
        within 10 days following any such event to elect to the contrary by
        written notice to the holder of any such lesser interest, shall
        constitute Lessors election to have such event constitute the
        termination of such interest.

36.     Consents. Except as otherwise provided herein, wherever in this Lease
        the consent of a party is required to an set by or for the other Party,
        such consent shall not be unreasonably withheld or delayed. Lessors
        actual reasonable costs and expenses (Including but not limited to
        architects. attorneys'. engineers' and other consultants fees) incurred
        in the consideration of, or response to, a request by Lessees for any
        Lessor consent, Including but not limited to consents to an assignment.
        a subletting or the presence or use of a Hazardous Substance, shall be
        paid by Lessee upon receipt of an Invoice and supporting documentation
        therefor. Lessor's consent to any act, assignment or subletting shall
        not constitute an acknowledgement that no Default or Breach by Lessee of
        this Laws exists, nor shat such consent be deemed a waiver of any then
        existing Default or Breach, except as may be otherwise specifically
        stated In writing by Lessor at the time of such consent. The failure to
        specify herein any particular condition to Lessor's consent shall not
        preclude the Imposition by Lessor at the time of consent of such further
        or other conditions as are then reasonable with reform" to the
        particular matter for which consent is being given. In the event that
        either Party disagrees with any determination made by the other
        hereunder and reasonably requests the reasons for such determination the
        determining party shall furnish its reasons In writing and in reasonable
        detail within 10 business days following such request

37.     Guarantor.

37.1    Execution. The Guarantors, it any, shall each execute a guaranty in the
        form most recently published by the American Industrial Real Estate
        Association, and each such Guarantor shall have the same obligations as
        Lessee under this lease.

37.2    Default, It shall constitute a Default of the Lessee if any Guarantor
        fails or refuses, upon request to provide: (a) evidence of the execution
        of the guaranty. including the authority of the party signing on
        Guarantees behalf to obligate Guarantor, and in the case of a corporate
        Guarantor, a certified copy of a resolution of its board of directors
        authorizing the making of such guaranty, (b) currant financial
        statements, (c) an Estoppel Certificate, or (d) written confirmation
        that the guaranty is still in effect

38.     Quiet Possession, Subject to payment by Lessee of the Rent and
        performance of all of the covenants, conditions and provisions on
        Lessee's part to be observed and performed under this Lease, Lessee
        shall have quiet possession and quiet enjoyment of the Premises during
        the term hereof.

39.     Options. If Lessee is granted an option, as defined below, then
        following provisions shall apply.

39.1    Definitions. "Option" shall mean: (a) the right to extend the term of or
        renew this Lease a to extend or renew any lease that Lessee has on other
        property of Lessor-. (b) the right of first refusal or first offer to
        lease either the Promises or other property of Lessor; (c) the right to
        purchase or the right of first refusal to purchase the Promises or other
        property of Lessor.

39.2    Options Personal To Original Lessee. My Option granted to Lessee In this
        Lease is personal to the original Lessee, and cannot be

                                       17

<PAGE>

        assigned or exercised by anyone other than said original Lessee and only
        While the original Lessee is in full possession of the Premises and, if
        requested by Lessor with Lessee certifying that Lessee has no Intention
        of thereafter assigning or subletting.

39.3    Multiple Options. In the event that Lessee has any multiple Options to
        extend or renew this lease, a later Option cannot be exercised unless
        the prior options have been validly exercised

39.4    of Default an Options,

        (a) Lessee shall have no right to exercise an Option: (i) during the
            period commencing with the giving of any notice of Default
            continuing until said Default is cured, (ii) during the period of
            time any Rent Is unpaid (without regard to whether notice thereof Is
            given Lessee), (iii) during the time Lessee Is in Breach of No
            Lease, or (iv) in the event that Lessee has been given 3 or more
            notices of separate Default, whether or not the Defaults are cured,
            during the 12 month period Immediately preceding the exercise of the
            Option.

        (b) The period of time within which an Option may be exercised shall not
            be extended or enlarged by reason of Lessees inability to exercise
            an Option because of the provisions of Paragraph 39.4(a).

        (C) An Option shall terminate and be of no further force or affect
            notwithstanding Lessee's due and timely exercise of the Option, if,
            after such exercise and prior to the Commencement of the extended
            term, (i) Lessee falls to pay Rent for a period of 30 days after
            such Rent becomes due (without any necessity of Lessor to give
            notice thereof). (ii) Lessor gives to Lessee 3 or more notices of
            separate Default during any 12 month period, whether or not the
            Defaults are cured, or (iii) If Lessee commits a Breach of this
            Lease.

40.     Security Measures. Lessee hereby acknowledges that the Rent payable to
        Lessor hereunder does not include the cost of guard service or other
        security measures and that lessor shall have no obligation whatsoever to
        provide same. Lessee assumes all responsibility for the protection of
        the Premises, Lessee, its agents and invitees and their properly from
        the acts of third parties.

41.     Reservations. Lessor reserves the right: (i) to grant without the
        consent or joinder of Lessee. such easements. rights and dedications
        that Lessor deems necessary, (ii) to cause the recordation of parcel
        maps and restrictions. and (iii) to create and/or install new utility
        raceways, so long as such easements, rights, dedications. maps,
        restrictions, and utility raceways do not unreasonably interfere with
        the use of the Premises by Lessees. Lessee agrees to sign any documents
        reasonably requested try Lessor to effectuate such rights.

42.     Performance Under Protest if at any time a dispute shall arise as to any
        amount or sum of money to be paid by one Party to the other under the
        provisions hereof. the Party against whom the obligation to pay the
        money is asserted shall have the right to make payment "under protest"
        and such payment shall not be regarded as a voluntary payment and there
        shall survive the right on the part of said Party to Institute suit for
        recovery of such sum. If It shall be adjudged that there was no legal
        obligation an the part of said Party to pay such sum or any part
        thereof, said Party shall be entitled to recover such sum or so much
        thereof as It was not legally required to pay.

43.     Authority. if either Party hereto Is a corporation, trust, limited
        liability company, partnership, or similar entity. each individual
        executing this Lease on behalf of such entity represents; and warrants
        that he or she is duly authorized to execute and deliver this Lease on
        its behalf Each party shall, within 30 days after request, deliver to
        the other party satisfactory evidence of such authority,

44.     Conflict Any conflict between the printed provisions of this Lease and
        the typewritten or handwritten provisions shall be controlled by the
        typewritten or handwritten provisions.

45.     Offer. Preparation of this Lease by either party or their agent and
        submission of same to the other Party shall not be deemed an offer to
        lease to the other Party. This Lease is not intended to be binding until
        executed and delivered by all Parties hereto.

46.     Amendments. This Lease may be modified only In writing. signed by the
        Parties in interest at the time of the modification As long as they do
        not materially change Lessee's obligations thereunder, Lessee agrees to
        Make such reasonable non-monetary modifications to this Lease as may be
        reasonably required by a Lender in connection with the obtaining of
        normal financing or refinancing of the Premises.

                                       18

<PAGE>

47.     Multiple Parties. If more than one person or entity is named herein as
        either Lessor or Lessee. such multiple Parties shall have joint and
        several responsibility to Comply with the terms of this Lease.

48.     Waiver of Jury Trial. The Parties hereby waive their respective rights
        to trial by jury in any action or proceeding involving the Property or
        arising out of this Agreement.

49.     Mediation and Arbitration of Disputes. An Addendum requiring the
        Mediation and/or the Arbitration of all disputes between the Parties
        and/or Brokers arising out of this Lease is is not attached to this
        Lease,

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR
INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY,
LEGAL EFFECT. OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT
RELATES, THE PARTIES ARE URGED TO;

1.      SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS
LEASE.

2       RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION
OF THE PREMISES SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE
POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES. THE ZONING OF THE PREMISES, THE
STRUCTUAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE
WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF TH PREMISES FOR
LESSEE'S INTENDED USE.

The parties hereto have executed this Lease at the place and on the dates
specified above their respective signatures Executed Sit

                                       19

<PAGE>

Executed at:
By Lessor:
LYLE HALL, LLC

Name:  Steve Lyle
Title: Managing Member
or.
Name Printed:
BY LESSEE:
Redlands Centennial Bank
Name Printed: _ Timothy P. Walbridge
Title: President/CEO

Address:   121 S. Palm Canyon Drive, Ste. 216 Palm Springs, CA 92262
Telephone(760) 77 8 -8300 Facsimile: (760) 325-1089 Federal ID No.
Address: 77-900 Fred Waring Dr., Ste. 100
         Palm Desert, CA 92260

forms are often modified to meet changing requirements of law and needs of the
industry. Always write or 411 to make sure you are utilizing the moat current
form: American Industrial Real Estate Association 701) south Flower Street,
Suite 800, Los Angeles, CA 90017. 213-687-8777.
Copyright 7999 By American Industrial Real Estate Association.
All rights Reserved
Any part of these works may he reproduced to wry form without permission in
writing

                                       20

<PAGE>

                               RENT ADJUSTMENT(S)
                          STANDARD LEASE ADDENDUM No. 1
Dated  November 13, 2002
By and Between (Lessor) LYLE HALL, LLC
(Lessee) Redlands Centennial Bank
Address of Premises:77-900 Fred Waring Drive, Ste. 100, Palm Desert, California
Paragraph 50

A, RENT ADJUSTMENTS

The monthly rent for each month of the adjustment period(s) specified below
shall be increased using the methods) Indicated below:

(Check Method(s) to be Used and fill in Appropriately)

[ ]     1.Cost of living adjustments (COLA)

        a.  On (Fill In COLA Dates):___________________________________
the Base Rant shall be adjusted by the change. if any, from the base Month
specified below, In the consumer Price Index of the Bureau of Labor Statistics
of the U.S. Department of Labor for (select one)-[3 CPI w (Urban Wage Earners
and Clerical Workers) or 0 CPI U (AN Urban Consumers), for (Fill in Urban AN
Items (1882-1984 - IOU}, herein referred to as "CPI"

        b.  The monthly rent payable in accordance with paragraph A.I.a. of this
Addendum shall be calculated as follows: the Base Rent set forth in paragraph
1.5 of the attached Lease, shall be multiplied by a fraction the numerator of
which shall be the CPI d the calendar month 2 months prior to the, month(s)
Specified In Paragraph A.I.a. above during which the adjustment la to take
effect and the denominator of which shall be the CPI of the Calendar month which
Is 2 months prior to (select ant): O the fast months of the term of this Lease
as set forth in paragraph 7.3 roan Month") or 13 (FN! in Other "Base Month"):.
The sum so calculated shall constitute the new monthly rent hereunder, but In no
event, shall any such new monthly rent be less than the rent payable for the
month immediately preceding the rent adjustment a In the event the compilation
and/or publication of the CPI shall be transferred to any other governmental
department or bureau or agency or shill be discontinued, then the Index most
nearly the sans as the CPI shall be used to make such circulation In the event
that the Parties cannot agree alt such alternative Index, than the matter shall
be submitted for decision to the American Arbitration Association in accordance
with the then rules of said Association and the decision of the arbitrators
shall be binding upon the parties. The cost of sod Arbitration shall be paid
equally by the Parties.

CI ti. Market Rental Value Adjustment(s) (MRV)

a.   On (Fill in MRV adjustment dates the 8299 Rent: shall be adjusted to the
Market Rental value" of the property as follows:

1)   Four months prior to each Market Rental Value adjustment Date described
above, the Parties shall attempt to agree upon what the new MRV will be on the
adjustment date. If agreement cannot be reached within thirty days, then:

(a)  Lessor and Lessee shall immediately appoint a mutually able appraiser or
broker to establish the now MRV within the next 30 days. Any associated costs
will be split equally between the Parties, or

(b)  Both Lessor and Lessee shall each immediately make a reasonable
determination of Me MRV and submit such determination. in writing, to
arbitration in accordance with the following provisions:

(I)  Within 10 days thereafter. Lessor and Lessee shall each select an 0
appraiser or (3 broker ("Consultant" check one) of their choice to act as an
arbitrator. The two arbitrators so appointed shall immediately select a third
mutually acceptable Consonant to act as a third arbitrator

(ii) The 3 arbitrators shall within 30 days of the appointment of the third
arbitrator reach a decision as to what the actual MRV for the Premises is. and
whether Lessor's or Lessee's submitted MRV t(r) the closest thereto. The
decision of a majority of the arbitrators shall be binding on the Parties. The
submitted MRV which Is determined to be the closest to the actual MRV shall
thereafter be used by the Parties.

                                       21

<PAGE>

(M)  If either of the Parties falls to appoint an arbitrator .within the
specified 16 days, the arbitrator timely appointed by one of them shall Math a
decision en his yr her own, and said decision shall be binding on the Parties.

(iv) The entire cost of ouch arbitration 311211 be paid by the party whose
submitted MRV Is not selected, la. the one that Is NOT the closest to the actual
MRV.

2) Notwithstanding the foregoing, the new MTV shall not be less than the rent
payable for the month immediately preceding the rent

                                       22

<PAGE>

b.   Upon " establishment of each New Market Rental Value: _ adjustment and

2)   the first month of each market rental Value term shall become the new base
Month for the purpose of calculating ting Bury further adjustment.

[X]  iii. Fixed Rental Adjustment(s) (FRA)

The Base Rent shall be increased t0 the following amounts on the dates set forth
below:

On (FM in FRA Adjustment Date(s)):           The New Base Rent shall be:
7-01-04                                      $ 6,503.94
7-01-05                                      $ 6,699.05
'7-01-06                                     $ 6,900.02
7-01-07                                      $ 7,107.03

B.     NOTICE*

Unless specified otherwise herein, notice of any such adjustments other than
Fixed Rental adjustments shall be Made as specified in paragraph 23 of the
Lease.

C.     BROKER'S FEE:

The Brokers shall be paid a Brokerage Fee for each adjustment specified above in
accordance wish paragraph 15 of the Lease.

NOTE:  These forms are often modified to meet changing requirements of law and
needs of the Industry. Always write or call to make sure you are utilizing the
most current form: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 S. Flower
Street Suit 600, Los Angeles, Calif. 90017

                                       23

<PAGE>

                               OPTION(S) TO EXTEND

STANDARD LEASE ADDENDUM N0. 2
Dated    November 13, 2002
By and Between (Lessor) LYLE HALL, LLC
(Lessee) Redlands Centennial Bank
Address of Premises:77-900 Fred Waring Drive, Ste. 100, Palm Desert, California
Paragraph 51

A.     OPTION(S) To EXTEND:

Lessor hereby grants to Lasses the option to extend the term of this Lease for 3
additional 60 month periods commencing when the prior term expires upon each and
all of the following terms and conditions:

(i)     in order to exercise an option to extend, Lessee must give written
notice of such election to Lessor and Lessor must receive the same at least 6
but not more than 9 months prior to the date that the option period would
commence time being of the essence. If proper notification of the exercise of an
option is not given and/or received, such option shall automatically expire.
Options (if there are more than one) may only be exercised consecutively.

(ii)    The provisions of paragraph 39, including those relating to Lessee's
Default set forth In paragraph 39.4 of this Lease, are conditions of this
Option.

(iii)   Except for the provisions of this Lease granting an option or options to
extend the term, all of the terms and conditions of this Lease except where
specifically modified by this option shall apply.

(iv)    This Option is personal to the original Lessee, and cannot be assigned
or exercised by anyone other then said original Lessee and only while the
original Lessee is in full possession of the Premises and without the Intention
of thereafter assigning or subletting.

(v)     The monthly rent for each month of the option period shall be calculated
as follows, using the methods) indicated below: (Check Method(s) to be Used and
Fill in Appropriately).

[X] III. Fixed Rental Adjustments (FRA)

The Base Rent shall be increased: annually at the fixed rate of three percent
(3.0%) each year of each successive option.

a.      NOTICE:

Unless specified otherwise herein, notice of any rental
adjustments, other than Fixed Rental Adjustments, shall be made as specified In
paragraph 23 of the Lease.

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