EXHIBIT 10.28

STANDARD SHOPPING CENTER LEASE

---



---

---

TABLE OF CONTENTS

|            |              |                                 |                                                          |                                        |   | Page
|----------- | ------------ | ------------------------------- | -------------------------------------------------------- | -------------------------------------- | - | ----
|ARTICLE I   |              | GRANT AND BASIC TERMS           |                                                          | 1                                     
|            | Section 1.1  |                                 | Effective Date of Lease                                  |                                        | 1
|            | Section 1.2  |                                 | Landlord                                                 |                                        | 1
|            | Section 1.3  |                                 | Tenant                                                   |                                        | 1
|            | Section 1.4  |                                 | Premises                                                 |                                        | 1
|            | Section 1.5  |                                 | Length of Term                                           |                                        | 1
|            | Section 1.6  |                                 | Commencement of Term                                     |                                        | 1
|            | Section 1.7  |                                 | Acknowledgment of Commencement Date                      |                                        | 2
|            | Section 1.8  |                                 | Permitted Uses                                           |                                        | 2
|            | Section 1.9  |                                 | Tenant's Guarantor                                       |                                        | 2
|            | Section 1.10 |                                 | Initial Security Deposit                                 |                                        | 2
|            | Section 1.11 |                                 | Minimum Monthly Rent and Other Charges Payable by Tenant |                                        | 2
|            |              | (a)                             |                                                          | Minimum Monthly Rent                   |   | 2   
|            |              | (b)                             |                                                          | Other Periodic Payments                |   | 2   
|            | Section 1.12 |                                 | Excuse of Landlord's Performance                         |                                        | 2
|            | Section 1.13 |                                 | Riders                                                   |                                        | 3
|ARTICLE II  |              | LEASE TERM                      |                                                          | 3                                     
|            | Section 2.1  |                                 | Lease of Premises for Lease Term                         |                                        | 3
|            | Section 2.2  |                                 | Delay in Completion                                      |                                        | 3
|            | Section 2.3  |                                 | Early Occupancy                                          |                                        | 3
|            | Section 2.4  |                                 | Holding Over                                             |                                        | 3
|            | Section 2.5  |                                 | Surrender of Premises                                    |                                        | 3
|            | Section 2.6  |                                 | Successors                                               |                                        | 3
|ARTICLE III |              | MINIMUM MONTHLY RENT            |                                                          | 4                                     
|            | Section 3.1  |                                 | Time and Manner of Payment                               |                                        | 4
|            | Section 3.5  |                                 | Security Deposit Increases                               |                                        | 4
|            | Section 3.6  |                                 | Termination; Advance Payments                            |                                        | 4
|ARTICLE IV  |              | OTHER CHARGES PAYABLE BY TENANT |                                                          | 4                                     
|            | Section 4.1  |                                 | Additional Rent                                          |                                        | 4
|            | Section 4.2  |                                 | Real Property Taxes                                      |                                        | 4
|            |              | (a)                             |                                                          | Payments of Taxes                      |   | 4   
|            |              | (b)                             |                                                          | Definition of "Real Property Taxes"    |   | 5   
|            | Section 4.3  |                                 | Personal Property Taxes                                  |                                        | 5
|            | Section 4.4  |                                 | Utilities                                                |                                        | 5
|            | Section 4.5  |                                 | Payment of Operating Costs                               |                                        | 7
|            |              | (a)                             |                                                          | Tenant's Pro Rata Share of Expense     |   | 7   
|            |              | (b)                             |                                                          | Operating Cost                         |   | 7   
|            |              | (c)                             |                                                          | Changes in Square Footage of Premises  |   | 7   
|            | Section 4.6  |                                 | Insurance Premiums                                       |                                        | 7
|            |              | (a)                             |                                                          | Liability Insurance                    |   | 7   
|            |              | (b)                             |                                                          | Hazard and Rental Income Insurance     |   | 7   
|            |              | (c)                             |                                                          | Insurance of Improvements              |   | 8   
|            |              | (d)                             |                                                          | Payment of Premium; Insurance Policies |   | 8   
|            |              | (e)                             |                                                          | Increase in Fire Insurance Premium     |   | 8   
|            |              | (f)                             |                                                          | Plate Glass                            |   | 8   
|            |              | (g)                             |                                                          | Boiler Insurance                       |   | 8   

i

---

|             |              | (h)                                                           |                                        | Waiver of Subrogation                 |    | 9 
|------------ | ------------ | ------------------------------------------------------------- | -------------------------------------- | ------------------------------------- | -- | --
|             |              | (i)                                                           |                                        | Form of Policies                      |    | 9 
|             | Section 4.7  |                                                               | Interest on Past Due Obligations       |                                       | 9 
|             | Section 4.8  |                                                               | Collection of Operating Costs          |                                       | 9 
|ARTICLE V    |              | RECORDS AND BOOKS OF ACCOUNT                                  |                                        | 10                                   
|ARTICLE VI   |              | AUDIT                                                         |                                        | 10                                   
|ARTICLE VII  |              | CONSTRUCTION OF PREMISES                                      |                                        | 10                                   
|             | Section 7.1  |                                                               | Landlord and Tenant Improvements       |                                       | 10
|             | Section 7.2  |                                                               | Parking Facilities                     |                                       | 11
|             | Section 7.3  |                                                               | Changes and Additions to Buildings     |                                       | 11
|             | Section 7.4  |                                                               | Financing                              |                                       | 11
|             | Section 7.5  |                                                               | Right to Adjust                        |                                       | 11
|             | Section 7.6  |                                                               | Relocation of Premises                 |                                       | 11
|ARTICLE VIII |              | USE OF PROPERTY                                               |                                        | 12                                   
|             | Section 8.1  |                                                               | Permitted Uses                         |                                       | 12
|             | Section 8.2  |                                                               | Manner of Use                          |                                       | 12
|             |              | (a)                                                           |                                        | Interference with Use/Nuisance        |    | 12
|             |              | (b)                                                           |                                        | Violation of Law/Insurance Provisions |    | 12
|             |              | (c)                                                           |                                        | Permits                               |    | 12
|             |              | (d)                                                           |                                        | Store Operation                       |    | 12
|             |              | (e)                                                           |                                        | Change of Name                        |    | 13
|             |              | (f)                                                           |                                        | Solicitation of Business              |    | 13
|             | Section 8.3  |                                                               | Competitive Business                   |                                       | 13
|             | Section 8.4  |                                                               | Indemnification of Landlord            |                                       | 13
|             | Section 8.5  |                                                               | Landlord's Access                      |                                       | 13
|             | Section 8.6  |                                                               | Excavation                             |                                       | 13
|             | Section 8.7  |                                                               | Quiet Possession                       |                                       | 13
|             | Section 8.8  |                                                               | Window Coverings                       |                                       | 13
|ARTICLE IX   |              | HAZARDOUS MATERIALS                                           |                                        | 14                                   
|             | Section 9.1  |                                                               | Prohibition of Storage                 |                                       | 14
|             | Section 9.2  |                                                               | Clean-up                               |                                       | 14
|             | Section 9.3  |                                                               | Business                               |                                       | 14
|             | Section 9.4  |                                                               | Termination of Lease                   |                                       | 15
|             | Section 9.5  |                                                               | Assignment and Subletting              |                                       | 15
|             | Section 9.6  |                                                               | Landlord's Right to Perform Tests      |                                       | 15
|             | Section 9.7  |                                                               | Tenant's Obligations                   |                                       | 16
|             | Section 9.8  |                                                               | Health and Safety Code Section 25259.7 |                                       | 16
|             | Section 9.9  |                                                               | Definition of "Hazardous Materials"    |                                       | 16
|ARTICLE X    |              | PARKING AND COMMON USE AREAS AND FACILITIES                   |                                        | 16                                   
|             | Section 10.1 |                                                               | Control of Common Areas by Landlord    |                                       | 16
|             | Section 10.2 |                                                               | License                                |                                       | 17
|             | Section 10.3 |                                                               | Merchants' Association                 |                                       | 17
|ARTICLE XI   |              | SIGNS, AWNINGS, CANOPIES, FIXTURES, ALTERATIONS, IMPROVEMENTS |                                        | 17                                   
|             | Section 11.1 |                                                               | Signs and Auctions                     |                                       | 17
|             | Section 11.2 |                                                               | Installation by Tenant                 |                                       | 17

ii

---

|             | Section 11.3 |                                                             | Improvements                                                  |    | 18
|------------ | ------------ | ----------------------------------------------------------- | ------------------------------------------------------------- | -- | --
|             | Section 11.4 |                                                             | Non-Removal by Tenant                                         |    | 18
|             | Section 11.5 |                                                             | Removal and Restoration                                       |    | 18
|             | Section 11.6 |                                                             | Liens                                                         |    | 18
|             | Section 11.7 |                                                             | Signs, Awnings and Canopies                                   |    | 19
|ARTICLE XII  |              | CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS |                                                               | 19
|             | Section 12.1 |                                                             | Existing Conditions                                           |    | 19
|             | Section 12.2 |                                                             | Exemption of Landlord from Liability; Waiver                  |    | 19
|             | Section 12.3 |                                                             | Tenant's Obligations                                          |    | 19
|             | Section 12.4 |                                                             | Landlord's Obligations                                        |    | 20
|             | Section 12.5 |                                                             | Rules and Regulations                                         |    | 21
|             | Section 12.6 |                                                             | Condition Upon Termination                                    |    | 22
|ARTICLE XIII |              | DAMAGE OR DESTRUCTION                                       |                                                               | 22
|             | Section 13.1 |                                                             | Partial Damage to Leased Premises                             |    | 22
|             | Section 13.2 |                                                             | Total or Substantial Destruction                              |    | 22
|             | Section 13.3 |                                                             | Partial Destruction of Shopping Center                        |    | 23
|             | Section 13.4 |                                                             | Landlord's Obligations                                        |    | 23
|             | Section 13.5 |                                                             | Temporary Reduction of Rent                                   |    | 23
|             | Section 13.6 |                                                             | Waiver                                                        |    | 24
|ARTICLE XIV  |              | CONDEMNATION                                                |                                                               | 24
|             | Section 14.1 |                                                             | Total Condemnation                                            |    | 24
|             | Section 14.2 |                                                             | Total Condemnation of Parking Area                            |    | 24
|             | Section 14.3 |                                                             | Partial Condemnation                                          |    | 24
|             | Section 14.4 |                                                             | Partial Condemnation of Parking Area                          |    | 24
|             | Section 14.5 |                                                             | Condemnation of Less than a Fee                               |    | 24
|             | Section 14.6 |                                                             | Distribution of Condemnation Award                            |    | 25
|ARTICLE XV   |              | ASSIGNMENT AND SUBLETTING                                   |                                                               | 25
|             | Section 15.1 |                                                             | Landlord's Consent Required                                   |    | 25
|             | Section 15.2 |                                                             | Transfers of Interests in Tenant Requiring Landlord's Consent |    | 26
|             | Section 15.3 |                                                             | Grant of Concessions; Conditions to Grant                     |    | 26
|             | Section 15.4 |                                                             | Transfer Without Consent                                      |    | 26
|             | Section 15.5 |                                                             | No Release of Tenant                                          |    | 26
|             | Section 15.6 |                                                             | Landlord's Election                                           |    | 26
|             | Section 15.7 |                                                             | No Merger                                                     |    | 27
|             | Section 15.8 |                                                             | Assignment Fees and Procedures                                |    | 27
|ARTICLE XVI  |              | DEFAULTS; REMEDIES                                          |                                                               | 27
|             | Section 16.1 |                                                             | Covenants and Conditions                                      |    | 27
|             | Section 16.2 |                                                             | Defaults                                                      |    | 27
|             | Section 16.3 |                                                             | Default by Landlord                                           |    | 28
|             | Section 16.4 |                                                             | Remedies                                                      |    | 28
|             | Section 16.5 |                                                             | The Right to Relet the Premises                               |    | 29
|             | Section 16.6 |                                                             | Waiver of Rights of Redemption                                |    | 29
|             | Section 16.7 |                                                             | Cumulative Remedies                                           |    | 29
|             | Section 16.8 |                                                             | Late Charges                                                  |    | 29
|ARTICLE XVII |              | PROTECTION OF CREDITORS                                     |                                                               | 29
|             | Section 17.1 |                                                             | Subordination                                                 |    | 29

iii

---

|              | Section 17.2  |                          | Attornment                                            |    | 30
|------------- | ------------- | ------------------------ | ----------------------------------------------------- | -- | --
|              | Section 17.3  |                          | Signing of Documents                                  |    | 30
|              | Section 17.4  |                          | Estoppel Certificates                                 |    | 30
|              | Section 17.5  |                          | Tenant's Financial Condition                          |    | 30
|              | Section 17.6  |                          | Mortgagee Protection Clause                           |    | 31
|ARTICLE XVIII |               | LEGAL COSTS              |                                                       | 31
|              | Section 18.1  |                          | Legal Proceedings                                     |    | 31
|              | Section 18.2  |                          | Landlord's Consent                                    |    | 31
|ARTICLE XIX   |               | MISCELLANEOUS PROVISIONS |                                                       | 31
|              | Section 19.1  |                          | Non-Discrimination                                    |    | 31
|              | Section 19.2  |                          | Landlord's Liability; Certain Duties                  |    | 31
|              | Section 19.3  |                          | Severability                                          |    | 32
|              | Section 19.4  |                          | Interpretation                                        |    | 32
|              | Section 19.5  |                          | Other Tenancies                                       |    | 32
|              | Section 19.6  |                          | Entire Agreement                                      |    | 32
|              | Section 19.7  |                          | Notices                                               |    | 33
|              | Section 19.8  |                          | Waivers                                               |    | 33
|              | Section 19.9  |                          | No Recordation                                        |    | 33
|              | Section 19.10 |                          | Binding Effect; Choice of Law                         |    | 33
|              | Section 19.11 |                          | Corporate or Company Authority; Partnership Authority |    | 33
|              | Section 19.12 |                          | No Partnership                                        |    | 33
|              | Section 19.13 |                          | Joint and Several Liability                           |    | 33
|              | Section 19.14 |                          | Force Majeure                                         |    | 33
|              | Section 19.15 |                          | Construction of Lease and Terms                       |    | 33
|              | Section 19.16 |                          | Accord and Satisfaction                               |    | 34
|              | Section 19.17 |                          | Provisions are Covenants and Conditions               |    | 34
|              | Section 19.18 |                          | Union Workers                                         |    | 34
|              | Section 19.19 |                          | Remodel                                               |    | 34
|              | Section 19.20 |                          | Waiver of Right to Jury Trial                         |    | 34
|              | Section 19.21 |                          | Limitation of Actions                                 |    | 35
|              | Section 19.22 |                          | Real Estate Broker                                    |    | 35
|              | Section 19.23 |                          | Exculpation                                           |    | 35

iv

---



STANDARD SHOPPING CENTER LEASE

ARTICLE I    GRANT AND BASIC TERMS

This Article One contains the Basic Terms of this Lease between the Landlord and Tenant named below. Other Articles, Sections and Paragraphs of the Lease
referred to in this Article I explain and define the Basic Terms and are to be read in conjunction with the Basic Terms.

Section 1.1Effective Date of Lease:December 1, 2000

Section 1.2Landlord:Lincoln Town Center LLC, a California Limited Liability Company

Address of Landlord:
1250 Prospect Street, Suite 200, La Jolla, California 92037
(Post Office Box 2633, La Jolla, California 92038)


Section 1.3Tenant:Feather River State Bank, a California State Chartered Bank

Address of Tenant:
1227 Bridge Street, Suite A
Yuba City, CA 95992-9002


Section 1.4Premises.In consideration of the rents, covenants and agreements on the part of
Tenant to be paid and performed, the Landlord leases to the Tenant, and Tenant leases from Landlord, for the Term, at the rental and upon the conditions of this Lease, that certain space (referred to
herein as the "Premises"), now or hereafter to be erected in the Lincoln Hills Town Center Shopping Center (herein called the "Shopping Center") in Lincoln (City) Placer (County) California (State).
The location of the Premises is outlined in red on the site plan of the Shopping Center, attached hereto as Exhibit "A" and made a part hereof, and otherwise known as 435 South Highway 65 Suite A,
Lincoln, California, (address) said Premises being agreed for purposes of this Lease, to have an area of approximately 1,200 square feet. Tenant acknowledges that the site plan shown on Exhibit "A" is
tentative and that Landlord may change the shape, size, location, number and extent of the improvements shown thereon and eliminate or add any improvements to any portion of the Shopping Center as
provided in Article VII herein. Landlord shall further have the right to relocate the Premises as provided in Section 7.6 herein.

Section 1.5Length of Term.The term of this Lease shall be for five (5) years and zero
(0) months following the commencement date, commencing at 8:00 A.M. on such commencement date and terminating at 5:00 P.M. on the last day of the term, unless sooner terminated
under any provision hereof.

Section 1.6Commencement of Term.The Term of this Lease, and Tenant's obligation to pay rent,
shall commence (hereinafter "Commencement Date") on the first to occur of the following events:



1

---

In
the event that the Commencement Date does not occur on the first day of the month, then the Term shall commence on the first day of the month next succeeding the Commencement Date,
provided Tenant shall pay Minimum Monthly Rent and Other Periodic Payments as provided in Section 1.11 (b) below, for the fractional month from the Commencement Date through the first
day of the next succeeding month on a per diem basis, calculated on the basis of a thirty [30]-day month, in advance. All Lease expirations, renewal dates, notices
of options to renew, and any other provision hereof relating to the commencement of the Term of this Lease shall be determined by reference to (i) the Commencement Date where same occurs on the
first day of the month, or (ii) on the first day of the next succeeding month where the Commencement Date does not occur on the first day of the month.

Landlord
shall not be liable to Tenant if Landlord does not deliver possession of the Premises to Tenant on the first date specified in Section 1.6.

Section 1.7Acknowledgment of Commencement Date.When the commencement and expiration date of
the Lease Term have been ascertained pursuant to Section 1.6 and Article II herein, the parties shall immediately execute a confirmation of said dates and the Term of this Lease in the
form and content as set forth in Exhibit "X" attached hereto and made a part hereof.

Section 1.8Permitted Uses.The Premises shall be used and occupied only for a full service
Feather River State Bank and for no other use or purpose. Notwithstanding the foregoing, in no event shall the Premises or any portion thereof be used and occupied to sell, rent and/or distribute
prerecorded video cassettes, video tapes, video discs, laser discs, video games (including without limitation CD-I), DVD, divx, or other video software (including CD-ROM)
and/or substitutes for, or items which are a technological evolution of, the foregoing items. (See Article VIII and Rider Two)

Section 1.9Tenant's Guarantor.(If none, so state.) California Independent Bancorp, a
California Corporation.

Section 1.10Initial Security Deposit.(See Section 3.5.) Two thousand three hundred
forty and 00/100 Dollars ($2,340.00).

Section 1.11Minimum Monthly Rent and Other Charges Payable by Tenant.



Section 1.12Excuse of Landlord's Performance.Anything in this Lease to the contrary
notwithstanding, providing such cause is not due to the willful act or neglect of Landlord, Landlord shall not be deemed in default with respect to the performance of any of the terms, covenants and
conditions of this Lease if same shall be due to any strike, lockout, civil commotion, war-like operation, invasion, rebellion, hostilities, military or usurped power, sabotage,
governmental regulations or

2

---

controls, inability to obtain any material, service or financing, rain or muddy conditions, through act of God or other cause beyond the control of Landlord.

Section 1.13Riders.The following Riders are attached to and made a part of this Lease: (If
none, so state) Rider One, Rider Two and Rider Three.

ARTICLE II    LEASE TERM

Section 2.1.Lease of Premises for Lease Term.Landlord leases the Premises to Tenant and Tenant
leases the Premises from Landlord for the Lease Term. The Lease Term is for the period stated in Section 1.5 above and shall begin and end on the dates specified in Section 1.6 above,
unless the beginning or end of the Lease Term is changed under any provision of this Lease. The "Commencement Date" shall be
the date specified in Section 1.6 above for the beginning of the Lease Term, unless advanced or delayed under any provision of this Lease.

Section 2.2.Delay in Completion.In the event the Premises herein demised are not substantially
completed (excluding any work to be performed by Tenant) on or before December 1, 2001, this Lease shall be deemed null and void at the election of either party by notice in writing within ten
(10) days from said date, and any security deposit shall be returned to Tenant. The aforementioned date shall be automatically extended for a reasonable period of time provided Landlord is
diligently pursuing the completion of the Premises. Should either party elect to declare this Lease null and void as hereinafter provided, Landlord shall, except for the return of the Tenant's
security deposit, have no obligations or liabilities to Tenant for damages of any kind relating to the failure to complete construction of the Premises by the date herein specified.

Section 2.3.Early Occupancy.If Tenant occupies the Premises prior to the Commencement Date,
Tenant's occupancy of the Premises shall be subject to all of the provisions of this Lease. Early occupancy of the Premises shall not advance the expiration date of this Lease. Tenant shall pay
Minimum Monthly Rent and all other charges specified in this Lease for the early occupancy period.

Section 2.4.Holding Over.Tenant shall vacate the Premises upon the expiration or earlier
termination of this Lease. Tenant shall reimburse Landlord for and indemnify Landlord against all damages incurred by Landlord caused by any delay in Tenant vacating the Premises. If Tenant remains in
possession of all or any part of the Premises after the expiration of the Term hereof, with or without the express or implied consent of Landlord, such tenancy shall be from
month-to-month only and not a renewal hereof or an extension for any further term, and in such case, Minimum Monthly Rent then in effect shall be increased by fifty percent
(50%) and other monetary sums due hereunder shall be payable in the amount and at the time specified in this Lease, and such month-to-month tenancy shall be subject to every
other term, covenant and agreement contained herein, except that the month-to-month tenancy will be terminable on thirty (30) days notice given at any time by either
party.

Section 2.5.Surrender of Premises.Upon the termination of this Lease, Tenant shall surrender
the Premises to Landlord in the condition specified in and according to Section 12.6.

Section 2.6.Successors.All rights and liabilities herein given to, or imposed upon, the
respective parties hereto shall extend to and bind the several respective heirs, executors, administrators, successors, and assigns of the said parties; and if there shall be more than one Tenant,
they shall all be bound jointly and severally by the terms, covenants and agreements herein. No rights, however, shall inure to the benefit of any assignee or other transferee of Tenant unless the
transfer has been approved by Landlord in writing as provided in Section 15.1 hereof.

3

---

ARTICLE III    MINIMUM MONTHLY RENT

Section 3.1.Time and Manner of Payment.Upon execution of this Lease, Tenant shall pay Landlord
the Minimum Monthly Rent in the amount stated in Section 1.11(a) above for the first month of the Lease Term. On the first day of the second month of the Lease Term and each month thereafter,
Tenant shall pay Landlord the Minimum Monthly Rent and any other charges and sums provided for herein as Additional Rent, in advance, without offset, deduction or prior demand. All such rents and
charges shall be payable at Landlord's address or at such other place as Landlord may designate in writing. If Tenant submits a check to Landlord which is returned to Landlord by Tenant's bank due to
non-sufficient funds, Landlord may require Tenant to submit all future payments in the form of a cashier's check or money order.

Section 3.5Security Deposit Increases.



Section 3.6Termination; Advance Payments.Upon termination of this Lease under
Article XIII (Damage or Destruction), Article XIV (Condemnation) or any other termination not resulting from Tenant's default, and after Tenant has vacated the Premises in the manner
required by this Lease, an equitable adjustment shall be made concerning advance rent, any other advance payments made by Tenant to Landlord, and accrued real property taxes, and Landlord shall refund
the unused portion of the Security Deposit to Tenant or Tenant's successor.

ARTICLE IV    OTHER CHARGES PAYABLE BY TENANT

Section 4.1.Additional Rent.All charges payable by Tenant other than Minimum Monthly Rent are
called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next monthly installment of Minimum Monthly Rent. The term "rent" shall mean Minimum Monthly
Rent and Additional Rent.

Section 4.2.Real Property Taxes.



4

---



Section 4.3.Personal Property Taxes.



Section 4.4.Utilities.Tenant shall pay, directly to the appropriate supplier, the cost of all
natural gas, heat, light, power, sewer service, telephone, water, refuse disposal and other utilities and services supplied to the Premises, unless Landlord elects to include the cost of any or all of
such utilities and services as a Shopping Center operating cost as defined in Section 4.5(b). Maintenance for any heating or air conditioning equipment and ducts on the Premises shall be
furnished by Landlord, and Tenant, upon presentation of a bill therefore, shall pay Landlord, or its agent or assigns, for such maintenance service. If any services or utilities are jointly metered
with other properties, Landlord shall determine and the Tenant shall pay, the Tenant's pro rata share of the monthly costs of such utilities and services. The Tenant's pro rata share shall be
determined by the ratio of the square footage of the Premises as

5

---

compared to the square footage of all the property subject to the common metering. In the event Tenant shall require such services or utilities in excess of that usually furnished or supplied for use
of the Premises as general retail space, Tenant shall pay a reasonable proportion, to be determined by Landlord, of all such jointly metered charges. The Tenant shall pay such charges within five
(5) days of notification of the amount by the Landlord. Landlord reserves the right to require Tenant to install and maintain, at Tenant's sole expense, separate meters for any public utility
servicing the Premises for which a separate meter is not presently installed.

6

---



Section 4.5.Payment of Operating Costs.



Section 4.6Insurance Premiums.



7

---



8

---



Section 4.7Interest on Past Due Obligations.Any amount owed by Tenant to Landlord which is not
paid when due shall bear interest from the due date of such amount at the lower of (i) fifteen percent (15%) per annum or (ii) the maximum legal interest rate permitted by law. However,
interest shall not be payable on late charges to be paid by Tenant under this Lease. The payment of interest on such amounts shall not excuse or cure any default by Tenant under this Lease.

Section 4.8Collection of Shopping Center Operating Costs.Landlord shall have the right to
collect Tenant's pro rata share (as defined in Section 4.5(a)) of any or all Shopping Center operating costs or other charges provided for under this Article IV including, without
limitation, insurance premiums and/or Real Property Taxes, on a monthly basis. Such amounts shall be based on Landlord's reasonable estimate of the costs, charges or premiums next due, and shall be
paid by Tenant as Additional Rent upon the basis and at the times described herein. Landlord shall provide to Tenant a yearly expense estimate statement (the "Estimate Statement") which shall set
forth Landlord's reasonable estimate of the total amount due from Tenant for the current or next ensuing lease year. Tenant shall pay to Landlord with each installment of Minimum Monthly Rent an
amount equal to one-twelfth (1/12th) of the estimated amount due from Tenant as set forth in the Estimate Statement. At any time during any lease year Landlord may provide a new Estimate
Statement to Tenant indicating any additional amount due from Tenant and Tenant agrees to pay such amount to Landlord within fifteen (15) days after notification of the amount of the
deficiency. Tenant's failure to pay such deficiency to Landlord within such fifteen (15) day period shall constitute a breach of this Lease and entitle Landlord to any and all remedies
available under this Lease or applicable law. Such payments shall be paid to Landlord and held in an account with no obligation to pay the Tenant interest thereon. Within a reasonable period of time
after the end of each lease year hereunder, Landlord shall give to Tenant a statement (the "Statement") which shall indicate all of the Shopping Center operating costs and other amounts due from
Tenant hereunder for the previous lease year, and the amount paid by

9

---

Tenant relating thereto. If the amount paid by Tenant is less than the amount due, Tenant agrees to pay such deficiency to Landlord within fifteen (15) days after receipt of the Statement. If
the amount paid by Tenant for the prior lease year exceeds the amount due from Tenant, such overage shall be credited to amounts due from Tenant for the current lease year. If Tenant defaults under
this Lease, Landlord may apply any funds in the impound account to any obligation then due under this Lease without waiving any other remedy available under the Lease or applicable law.

ARTICLE V    RECORDS AND BOOKS OF ACCOUNT

ARTICLE VI    AUDIT

ARTICLE VII    CONSTRUCTION OF PREMISES

Section 7.1.Landlord and Tenant Improvements.If construction of the improvements on the
Premises has been completed on the date of this Lease, Tenant hereby represents and warrants to Landlord that Tenant has inspected the Premises and accepts such Premises in the condition existing as
of the date hereof. If construction of the improvements on the Premises have not been completed by the date of this Lease, Landlord shall, at its cost and expense, pursue to completion the
improvements to be erected by Landlord "Landlord's Work" as shown on the attached Exhibit "B" labeled "Construction of the Premises." Tenant shall commence the installation of fixtures, equipment and
shall perform any of Tenant's work in the tenant improvement drawings approved by Landlord or as set forth on said Exhibit "B," promptly upon substantial completion of Landlord's work on the Premises
and shall diligently pursue such installation and performance to completion. If the Landlord performs any such installation or construction shown in the tenant improvement drawings approved by
Landlord or on
Exhibit "B" as the Tenant's work, the Tenant shall pay any cost or expense of the Landlord so incurred within fifteen (15) days after receipt of a bill therefore. Said bill will be based upon
Landlord's costs and expenses plus supervision, and architectural expenses, if any.

Tenant
shall deliver plans and specifications with respect to Tenant's leasehold improvements to Landlord or Landlord's architect within the time frame set forth in Exhibit B.
Said plans and specifications shall conform in all respects with the agreements of Landlord and Tenant as outlined in Exhibit "B" hereto. In the event Tenant does not deliver said plans and
specifications as agreed herein, Landlord shall have the right, at its sole discretion, to immediately cancel this Lease. Nothing herein contained shall limit any other remedy of Landlord.

The
following work items ("Tenant's Work"), if required, shall be done by Landlord for Tenant at Tenant's expense, or at Landlord's option shall be completed by Tenant at Tenant's
expense in accordance plans and a contractor approved by Landlord:



10

---



Landlord
shall have the right but not the obligation to perform, on behalf of and for the account of Tenant, subject to reimbursement of the cost thereof by Tenant, any and all of the
Tenant's Work which Landlord determines, in its sole discretion, should be performed immediately and on an emergency basis for the best interest of the Shopping Center, or as required by any
governmental entity or required for compliance with any manufacturer's warranty, including without limitation, work which pertains to structural components, mechanical, sprinkler and general utility
systems, roofing and removal of unduly accumulated construction material and debris.

Section 7.2.Parking Facilities.Landlord shall construct or shall have constructed upon the
Shopping Center site at its own cost access roads, sidewalks and parking lots or facilities substantially as shown on Exhibit "A."

Section 7.3.Changes and Additions to Buildings.Landlord hereby reserves the right at any time
to make alterations or additions to and to build additional stories on the building in which the Premises are contained and to build another building adjoining the Premises. Landlord also reserves the
right to construct other buildings or improvements in the Shopping Center from time to time and to make alterations thereof or additions thereto and to build additional stories on any such building or
buildings and to build adjoining same. Easements for light and air are not included in the leasing of these Premises to Tenant. Landlord further reserves the exclusive right to the roof except as
provided in this Lease.

Section 7.4.Financing.Landlord shall not be obliged to proceed with the construction of the
Premises unless and until financing acceptable to Landlord is obtained. Should such financing not be obtainable, Landlord shall so notify Tenant in writing, and this Lease shall thereupon cease and
terminate and each of the parties hereto shall be released and discharged from any and all liability and responsibility hereunder. If Landlord can obtain financing only upon the basis of modifications
of the terms and provisions of this Lease, the Landlord shall have the right to cancel this Lease if the Tenant refuses to approve in writing any such modification within ten (10) days after
Landlord's request therefor, which request may not be made later than thirty (30) days prior to delivery of possession. If such right to cancel is exercised, this Lease shall thereafter be null
and void, any money or security deposited hereunder shall be returned to Tenant, and neither party shall have any liability to the other by reason of such cancellation.

Section 7.5.Right to Adjust.The purpose of the site plan attached hereto as Exhibit "A" is to
show the approximate location of the Premises. Notwithstanding any other provision contained in this Lease, Landlord reserves the right at any time to relocate, vary and adjust the size of the various
buildings, the location of any tenant, including Tenant, automobile parking areas, and other common areas as shown on said site plan, provided, however, that said parking area (including landscaped
and common areas) shall at all times provide for not less than two square feet for each square foot of ground floor building area within the Shopping Center.

Section 7.6Relocation of Premises.Landlord shall have the right upon sixty (60) days
prior written notice to Tenant, to relocate Tenant to alternate premises of comparable size elsewhere in the Shopping Center, provided that Landlord shall reimburse Tenant a sum equal to the cost to
improve the new premises to which Tenant is relocated to the substantially equivalent to the then condition of the existing Premises; and Tenant shall have all rights and obligations with respect to
the new premises as provided for the original Premises in this Lease. If such relocation is consummated, Tenant's pro rata share of Shopping Center's operating costs as defined in
Section 4.5(b)and Minimum Monthly Rent for the unexpired term of the Lease shall be proportionately adjusted by the increase or decrease in the
new premises size in comparison to the original Premises and to any change in the Gross Floor Area of all premises in the Shopping Center. Landlord will also reimburse Tenant's reasonable
out-of-pocket expenses (not to exceed two (2) months Minimum Monthly Rent) for moving Tenant's furniture, equipment, supplies, telephones and telephone equipment from
the original Premises to the

11

---

new premises. In no event shall Tenant's obligation to pay rent on the new Premises commence prior to the expiration of a reasonable period to be determined by Landlord allowing completion of Tenant's
improvements and the opening of the new Premises for business. Prior to or concurrently with the relocation, Landlord will prepare, and the parties will execute, an Amendment to this Lease, or at
Landlord's option the parties shall enter into a new lease evidencing the relocation and to make any necessary changes to the lease terms resulting from the relocation.

ARTICLE VIII    USE OF PROPERTY

Section 8.1Permitted Uses.Tenant shall use the Premises only for the Permitted Uses set forth
in Section 1.8 above and for no other use or purpose, without Landlord's written consent, to be given or withheld in Landlord's sole and absolute discretion.

Section 8.2Manner of Use.



12

---



Section 8.3Competitive Business.In no event shall Tenant shall directly or indirectly own,
operate, manage or engage in any similar or competing business within a radius of three (3) miles from the outside boundary of this Shopping Center.

Section 8.4Indemnification of Landlord.Tenant shall indemnify and protect Landlord and save it
harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence
in, upon or about the Premises, or the occupancy or use by Tenant of the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors,
employees, servants, tenants or concessionaires. Tenant shall further indemnify, protect and hold Landlord harmless from and against any and all claims arising from any breach or default in
performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any act, neglect, fault or omission of Tenant or its agents, contractors, employees,
servants, tenants or concessionaires, and from and against all costs, attorneys' fees, expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon. In
case any action or proceeding shall be brought against Landlord by reason of any such claim, Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel approved in writing
by Landlord. Tenant, as a material part of the consideration to Landlord, hereby waives all claims against Landlord for and assumes all risk of damage to property or injury to persons in, upon or
about the Premises from any cause whatsoever except (i) that which is caused by the failure of Landlord to observe any of the terms and conditions of this Lease where such failure has persisted
for an unreasonable period of time after written notice of such failure, and (ii) Landlord's gross negligence or intentional misconduct.

Section 8.5Landlord's Access.Landlord or its agents may enter the Premises at all reasonable
times to show the Premises to potential buyers, investors or tenants or other parties, or for any other purpose Landlord deems necessary. Landlord shall give Tenant prior notice of such entry, except
in the case of an emergency. Landlord may place customary "For Sale" or "For Lease" signs on the Premises.

Section 8.6Excavation.If an excavation shall be made upon land adjacent to or under the
Premises, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter upon the Premises for the purpose of doing such work as
Landlord shall deem necessary to preserve the wall or the building of which the Premises form a part from injury or damage and to support the same by proper foundations, without any claim for
damages or indemnification against Landlord or diminution or abatement of rent.

Section 8.7Quiet Possession.If Tenant pays the rent and complies with all other terms of this
Lease, Tenant may occupy and enjoy the Premises for the full Lease Term, subject to the provisions of this Lease and to any mortgages or deeds of trust encumbering the Shopping Center.

Section 8.8Window Coverings.Landlord shall select a standard window covering and color for use
throughout the building and Tenant shall use this standard window covering for any windows Tenant shall cover. Tenant shall be required to provide, at its expense, prescribed coverings in front of
windows in which the space is utilized for other than office use, such as storage or manufacturing.

13

---

ARTICLE IX    HAZARDOUS MATERIALS

Section 9.1Prohibition of Storage.Tenant shall not cause or permit any Hazardous Materials (as
hereinafter defined) to be brought upon, kept or used in or about the Premises by Tenant, its agents, employees, contractors or invitees in a manner or for a purpose prohibited by or which could
result in liability under any applicable law, regulation, rule or ordinance. Tenant shall comply with all affirmative legal requirements concerning Hazardous Materials. If Tenant breaches the
obligation stated in the preceding sentences, or if the presence of Hazardous Materials on the Premises caused or permitted by Tenant (including Hazardous Materials specifically permitted and
identified below) results in a release of a hazardous substances or Hazardous Materials, a discharge of a pollutant or contaminant or any other contamination of the Premises resulting in a potential
violation of or incurrence of liability under any law, regulation, rule or ordinance, or if contamination of the Premises by Hazardous Materials otherwise occurs for which Tenant is legally liable to
Landlord for damage resulting therefrom, then Tenant shall indemnify, protect, defend and hold Landlord, its agents and contractors harmless from any and all claims, judgments, damages, penalties,
fines, costs, liabilities, injunctive actions or orders, or losses (including without limitation diminution in value of the Premises, damages for the loss or restriction on use of rentable or usable
space or of any amenity of the Premises, damages arising from any adverse impact on marketing of space in the Premises and sums paid in settlement of claims, "response costs" as defined in the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), attorney's fees, consultant fees and expert fees) which arise during or after the Lease Term as a result of such
contamination. With respect to the foregoing, Tenant acknowledges that it is familiar with Section 1542 of the California Civil Code which reads "A general release does not extend to claims
which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor...." and
hereby releases Landlord from any unknown claims and waives all rights they may have under Section 1542 of the Civil Code or under any other statute or common law principle of similar effect.

Section 9.2Clean-up.This indemnification of Landlord by Tenant pursuant to
Subsection 9.1 above includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal
state or local governmental
agency or political subdivision because of Hazardous Materials present in the soil or ground water on or under the Premises or emanating from the Premises. Without limiting the foregoing, if the
presence of any Hazardous Materials on the Premises caused or permitted by Tenant results in any contamination of the Premises, Tenant shall promptly take all actions at its sole expense as are
necessary to return the Premises to the condition existing prior to the introduction of any such Hazardous Materials to the Premises, provided that Landlord's approval of such action shall first be
obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the
Premises.

Section 9.3Business.Landlord acknowledges that it is not the intent of this Section to
prohibit Tenant from operating its business as described above. Tenant may operate its business so long as the use or presence of Hazardous Materials is strictly and properly monitored according to
all applicable governmental requirements. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to
the Commencement Date a list identifying each type of Hazardous Materials to be present on the Premises and setting forth any and all governmental approvals or permits required in connection with the
presence of Hazardous Materials on the Premises ("Hazardous Materials List"). Tenant shall deliver to Landlord an updated Hazardous Materials List at least once a year and shall also deliver an
updated list before any new Hazardous Materials are brought onto the Premises or on or before the date Tenant obtains any additional permits or approvals. In connection with any Hazardous Materials

14

---

utilized by Tenant on the Premises, Tenant shall be responsible, at its sole cost and expense, for making any necessary modifications or improvements either to Premises or Tenant's equipment as
required by applicable laws, or any governmental agency, Landlord's insurance company, Landlord's lender(s), Landlord's consultant(s), or prospective purchaser(s). Tenant will, at its sole cost and
expense, promptly upon receipt of written notice from Landlord complete such improvements. If such work is not promptly undertaken and completed, Landlord shall have the right, but not the obligation,
to complete such work and to charge such amounts to Tenant as additional rent under this Lease.

Section 9.4Termination of Lease.Notwithstanding the provisions of Subsection 9.1 above,
Landlord shall have the right to terminate the Lease in Landlord's sole and absolute discretion if (i) any anticipated use of the Premises by Tenant involves the generation or storage, use,
treatment or disposal of Hazardous Materials in a manner or for a purpose prohibited by any governmental agency or authority; (ii) Tenant has been required by any lender or governmental
authority to undertake removal or remedial action in connection with Hazardous Materials on the Premises if the presence of Hazardous Materials resulted from Tenant's action or use of the Premises
(unless Tenant is in full compliance with all requirements connected with such removal or remedial action); or (iii) Tenant is subject to an enforcement order issued by any governmental
authority in connection with the use, disposal or storage of Hazardous Materials on the Premises (unless Tenant is in full compliance with the terms of such enforcement order).

Section 9.5Assignment and Subletting.Notwithstanding the provisions of Subsection 9.1 above,
if (i) any anticipated use of the Premises by any proposed assignee or sublessee involves or reasonably could involve the generation or storage, use, treatment or disposal of Hazardous
Materials in a manner or for a purpose prohibited by any law, regulation, rule or ordinance; (ii) the proposed assignee or sublessee has been required by an prior landlord, lender or
governmental authority to undertake removal or remedial action in connection with any Hazardous Materials on a property if the presence of the Hazardous Materials resulted from such party's action or
use of the property in questions; or (iii) the proposed assignee or sublessee is subject to an enforcement order issued by any governmental authority in connection with the use, disposal or
storage of Hazardous Materials, it shall not be unreasonable for Landlord to withhold its consent to an assignment or subletting to such proposed assignee or sublessee. This paragraph shall not
preclude other grounds for Landlord's rejection of a sublease or assignment pursuant to any other provisions of this Lease.

Section 9.6Landlord's Right to Perform Tests.At any time prior to the expiration of the Lease
Term, Landlord shall have the right to enter upon the Premises in order to conduct appropriate tests of water and soil and to deliver to Tenant the results of such tests to demonstrate that levels of
any Hazardous Materials in excess of permissible levels has occurred as a result of Tenant's use of the Premises. Tenant shall further be solely responsible for and shall defend, indemnify and hold
the Landlord, its agents and contractors harmless from and against all claims, costs and liabilities including actual attorneys' fees and costs, arising out of or in connection with any removal,
remediation, clean up, restoration and materials required hereunder to return the Premises and any other property of whatever nature to their condition existing prior to the appearance of the
Hazardous Materials.

15

---



Section 9.7Tenant's Obligations.Tenant's obligations under this Article 9 shall survive
the termination of the Lease. During any period of time employed by Tenant after the termination of this Lease to complete the removal from the Premises or remediation of any such Hazardous Materials,
Tenant shall continue to pay the full rental in accordance with this Lease, which rental shall be prorated daily.

Section 9.8Health and Safety Code and Civil Code Notification Requirements.Tenant recognizes
its obligations under the California Health and Safety Code to notify Landlord of any release of a hazardous substance that Tenant knows or has reason to believe has or will come to be located on or
beneath the Premises. Tenant further recognizes its obligations under California Civil Code sections 850, et seq. to notify Landlord of any release of a hazardous material of which Tenant has actual
awareness and which is likely to exceed the notification threshold as defined in California Civil Code section 850.

Section 9.9Definition of "Hazardous Materials".The term "Hazardous Materials" shall mean any
toxic or hazardous substance, material or waste or any pollutant or contaminant or infectious or radioactive material, including but not limited to those substances, materials or wastes regulated now
or in the future under any of the following statutes or regulations promulgated thereto: (1) any "hazardous substance" within the meaning of the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.C. §§ 9601 et seq. or the California Hazardous Substance Account Act, Cal. Health & Safety Code
§§ 25300 et seq.; (2) any "hazardous waste" within the meaning of the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.;
(3) any "hazardous waste" or "extremely hazardous waste" within the meaning of the California Hazardous Waste Control Law, Cal. Health & Safety Code §§ 25100 et
seq.; (4) any "hazardous chemical substance or mixture" or "imminently hazardous chemical substance or mixture" within the meaning of the Toxic Substances Control Act, 15 U.S.C.
§§ 2601 et seq.; (5) any "hazardous air pollutant" within the meaning of the Federal Clean Air Act, 42 U.S.C. §§ 7400 et seq.; (6) any
"toxic pollutant" or "oil or hazardous substance" within the meaning of the Federal Water Pollution Control Act, 33 U.S.C. §§ 1250 et seq.; (7) any "contaminant" within
the meaning of the Safe Drinking Water Act, 42 U.S.C. § 300i; (8) any "chemical known to the state to cause cancer or reproductive toxicity" within the meaning of the Safe Drinking
Water and Toxic Enforcement Act of 1986 ("Proposition 65"), Cal. Health & Safety Code §§ 25249.5 et seq.; (9) any "refuse matter" within the meaning of the Refuse
Act of 1899, 33 U.S.C. § 407; (10) any "waste" within the meaning of the Porter-Cologne Water Quality Control Act, Cal. Water Code §§ 13000, et seq.;
(11) any "hazardous waste" or "extremely hazardous waste" within the meaning of the Hazardous Waste Disposal Land Use Law, Cal. Health & Safety Code §§ 25220, et
seq.; (12) any "hazardous substance" within the meaning of the Hazardous Substances Underground Storage Tank Law, Cal. Health & Safety Code §§ 25280, et seq.;
(13) any "air contaminant" or "air pollutant" within the meaning of the Air Resources Law, Cal. Health & Safety Code §§ 39000, et seq.; (14) any "hazardous
material" or "hazardous substance" within the meaning of the Hazardous Materials Release Response Plans and Inventory Law, Cal. Health & Safety Code §§ 25500, et seq.;
and (15) any "constituent" within the meaning of the Toxic Pits Cleanup Act of 1984, Cal. Health & Safety Code §§ 25208-25208.17;
(16) petroleum or any fraction thereof; (17) asbestos; or (18) any other substance, chemical waste, toxicant, pollutant or contaminant regulated by any federal, state or local
law, statute, rule, regulation or ordinance for the protection of health or the environment.

ARTICLE X    PARKING AND COMMON USE AREAS AND FACILITIES

Section 10.1Control of Common Areas by Landlord."Common areas" means all areas, space,
equipment and special services provided by Landlord for the common or joint use and benefit of the occupants of the Shopping Center, their employees, agents, servants, customers and other invitees,

16

---

including without limitation parking areas, access roads, driveways, retaining walls, landscaped areas, truck service-ways or tunnels, loading docks, pedestrian malls, courts, stairs,
ramps and sidewalks, comfort and first aid stations, washrooms and parcel pick-up stations. All common areas shall at all times be subject to the exclusive control and management of
Landlord, and Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to the common areas. Landlord shall have the right to
construct, maintain and operate lighting facilities on all said areas and improvements; to police the same; from time to time to change the area, level, location and arrangement of parking areas and
other facilities hereinabove referred to; to restrict parking by tenants, their officers, agents and employees to employee parking areas; to enforce parking charges (by operation of meters or
otherwise), with appropriate provisions for free parking ticket validating by tenants; to close all or any portion of said areas or facilities to such extent as may, in the opinion of Landlord's
counsel, be legally sufficient to prevent a dedication thereof or the accrual of any rights to any person or the public therein; to close temporarily all or any portion of the parking areas or
facilities; to discourage non-customer parking; and to do and perform such other acts in and to said areas and improvements as, in the use of good business judgment, the Landlord shall
determine to be advisable with a view to the improvement of the convenience and use thereof by tenants, their officers, agents, employees and customers. Landlord will operate and maintain the common
areas referred to above in such manner as Landlord, in its sole discretion, shall determine from time to time. Without limiting the scope of such discretion, Landlord shall have the full right and
authority to employ all personnel and to make all rules and regulations pertaining to and necessary for the proper operation and maintenance of the common areas and facilities.

Section 10.2License.All common areas and facilities not within the Premises, which Tenant may
be permitted to use and occupy, are to be used and occupied under a revocable license, and if any such license be revoked, or if the amount of such areas be diminished, Landlord shall not be subject
to any
liability nor shall Tenant be entitled to any compensation or diminution or abatement of rent, or shall such revocation or diminution of such areas be deemed constructive or actual eviction.

Section 10.3Merchants' Association.Tenant will become a member of, participate fully in, and
remain in good standing in the Merchants' Association (if now formed or as soon as the same has been formed) limited to tenants occupying premises in the Shopping Center, and abide by the regulations
of such Association. Each member tenant shall have one vote in the operation of said Association. The objects of such Association shall be to encourage its members to deal fairly and courteously with
their customers, to sell their merchandise or services at fair prices, to follow ethical business practices, to assist the business of the tenants by sales promotions and center-wide
advertising, and in particular to help the interests of members of the said Association. The Tenant agrees to pay dues to the Merchants' Association as approved by a majority vote of the members of
the Association. Nothing in the bylaws or regulations of the said Association shall be in conflict with the provisions of this Lease, including without limiting the generality of the foregoing any
reasonable rules and regulations adopted pursuant to the provisions of Section 12.5 hereof, or in any way shall affect the rights of the Landlord.

ARTICLE XI    SIGNS, AWNINGS, CANOPIES, FIXTURES, ALTERATIONS, IMPROVEMENTS

Section 11.1Signs and Auctions.No auction, fire or bankruptcy sales may be conducted in the
Premises, and no signs advertising such sales shall be posted on the Premises without the prior written consent of Landlord.

Section 11.2Installation by Tenant.Tenant shall not make or cause to be made any alterations,
additions or improvements or install or cause to be installed any trade fixtures, exterior signs, exterior machinery, floor covering, interior or exterior lighting, plumbing fixtures, shades or
awnings or make any changes to the Premises without the prior written consent of Landlord. All fixtures installed by

17

---

Tenant shall be new or completely reconditioned. Tenant shall present to the Landlord plans and specifications for such work at the time approval is sought.

Section 11.3Improvements.It is understood and agreed by Tenant that any and all leasehold
improvements made to the Premises by Tenant prior to or during the Lease Term or any extensions
thereof shall be made by Landlord's contractor. In the event Tenant should employ a contractor other than Landlord's, it is expressly understood and agreed that Tenant shall first obtain the Landlord
s written approval of the Tenant's contractor and the terms of the contract. It is understood and agreed that among other features of such contract, the contract shall contain a provision whereby all
funds to become due and payable under the contract shall be placed by Tenant in cash into an escrow prior to Tenant's contractor entering upon the Premises to perform work under the contract. As a
condition to giving consent to Tenant improvements, Landlord may require that Tenant agree to remove any such alterations, additions, improvements or utility installations at the expiration of the
Lease Term and to restore the Premises to their prior condition. As a further condition to giving such consent, Landlord may require Tenant to provide Landlord, at Tenant's sole cost and expense, a
lien and completion bond in an amount equal to one and one-half (11/2) times the estimated cost of such improvements to insure Landlord against any liability for mechanics'
and materialmen's liens and to insure completion of the work.

Section 11.4Non-Removal by Tenant.All alterations, additions and improvements,
including signs and sign cases, made by Tenant, or made by the Landlord on the Tenant's behalf and for which Tenant has paid Landlord in accordance with this Lease, shall remain the property of the
Tenant for the term of the Lease, or any extension or renewal thereof. Such alterations, additions and improvements shall not be removed from the Premises. At the expiration or termination of this
Lease Term, or any extensions or renewals thereof, all such alterations, additions and improvements become the property of the Landlord.

Section 11.5Removal and Restoration.Landlord may, in its sole and absolute discretion, require
Tenant upon expiration or termination of this Lease Term to return all or part of the leased Premises to their condition as existed at the commencement of the Lease Term, removing any alteration,
addition or improvement made by Tenant, or made by Landlord on the Tenant's behalf. In removing any such alteration, addition or improvement as may be required by the Landlord, the Tenant shall repair
any damage to the Premises caused by such removal and, prior to such removal, Tenant shall post a bond or other security as may be required by the Landlord in order to insure the Landlord that the
Premises will be repaired in a prompt and workmanlike manner.

Section 11.6Liens.Tenant shall keep the Premises and any building of which the Premises are a
part free from any liens arising out of work performed, materials furnished or obligations incurred by Tenant and shall indemnify, hold harmless and defend Landlord from any liens and encumbrances
arising out of any work performed or materials furnished by, or at the direction of, Tenant. In the event that Tenant shall not, within twenty (20) days following the imposition of any lien,
cause such lien to be released of record by payment or posting of a proper bond, Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation,
to cause the same to be released by such means as it shall deem proper, including payment of the claim giving rise to such lien. All such sums paid by Landlord and all expenses incurred by it in
connection therewith shall bear interest at the rate of ten percent (10%) per annum from the date expended until the date repaid. Landlord shall have the right at all times to post and keep posted on
the Premises any notices permitted or required by law, or which Landlord shall deem proper, for the protection of Landlord and the Premises, and any other
party having an interest therein from mechanics' and materialmen's liens, and Tenant shall give to Landlord at least fifteen (15) business days prior written notice of the expected date of
commencement of any work relating to alterations or additions to the Premises.

18

---

Section 11.7Signs, Awnings and Canopies.Tenant will not place or suffer to be placed or
maintained on any exterior door, wall or window of the Premises any sign, awning or canopy, or advertising matter or other thing of any kind, and will not place or maintain any decoration, lettering
or advertising matter on the glass of any window or door of the Premises without first obtaining Landlord's written approval and the approval and consent of any governmental body having jurisdiction
over signs in the Shopping Center. Tenant further agrees to maintain such signs, awnings, canopy, decoration, lettering or other advertising matter as may be approved, in good condition and repair at
all times. Tenant also agrees, at Tenant's sole cost, to obtain a canopy type sign or signs which shall be in strict conformance with Landlord's sign criteria attached hereto as Exhibit "C" and
incorporated herein, including but not limited to design, material, color, location, size and letter style. All signs must be fabricated by a contractor selected by Landlord. Prior to authorizing
Landlord's contractor to construct any sign, a detailed drawing of the proposed sign shall be prepared by the Landlord's contractor at the sole expense of the Tenant, and submitted to the Landlord and
Tenant for written approval. All signs and sign cases are to be considered fixtures and improvements and become the property of the Landlord upon expiration or termination of this Lease.

ARTICLE XII    CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS

Section 12.1Existing Conditions.Tenant accepts the Premises in its condition as of the
execution of this Lease, subject to all recorded matters, laws, ordinances, and governmental regulations and orders. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any
representation as to the condition of the Premises or the suitability of the Premises for Tenant's intended use.

Section 12.2Exemption of Landlord from Liability; Waiver.Landlord shall not be liable for any
damage or injury to the person, business (or any loss of income therefrom), goods, wares, merchandise or other property of Tenant, Tenant's employees, invitees, customers or any other person in or
about the Premises, whether such damage or injury is caused by or results from: (a) fire, steam, electricity, water, gas or rain; (b) the breakage, leakage, obstruction or other defects
of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures or any other cause; (c) conditions arising in or about the Premises or upon other portions of any
building of which the Premises is a part, or from other sources
or places; or (d) any act or omission of any other tenant or occupant of the Shopping Center or of any building of which the Premises is a part. Landlord shall not be liable for any such damage
or injury even though the cause of or the means of repairing such damage or injury are not accessible to Tenant. Tenant, as a material part of the consideration to be rendered to Landlord, hereby
waives all claims against Landlord for the foregoing damages from any cause arising at any time. The provisions of this Section 12.2 shall not, however, exempt Landlord from liability for
Landlord's gross negligence or willful misconduct.

Section 12.3Tenant's Obligations.



19

---



Section 12.4Landlord's Obligations.Subject to the provisions of Section 12.3 (Tenant's
Obligations) Article XIII (Damage or Destruction), Article XIV (Condemnation) and Article X (Parking and Common Use Facilities), Landlord shall repair, maintain in good and
tenantable condition and replace, as necessary, the roof, exterior walls, structural parts of the Premises and all meters, pipes, conduits, equipment, components and facilities that supply the
Premises with utilities on a nonexclusive basis (except if the appropriate utility company has assumed these duties) or that form a centralized air conditioning system servicing the Premises in
common with other Premises in the Shopping Center provided, however, that Landlord shall not be required to make repairs necessitated by reason of the negligence of Tenant or anyone claiming under
Tenant, by reason of the failure of Tenant to perform or observe any conditions or agreements of this Lease, or by reason of any improvements made by Tenant or anyone claiming under Tenant. In
addition, Landlord shall have the right, but not the obligation, as a Shopping Center operating cost to maintain and repair any and all cabinet signs maintained by Tenant including but not limited to
repairing the sign face and electrical portions, waxing and/or refinishing the cabinet sign faces, all at Tenant's expense. Any and all of such costs and expenses of Landlord shall be Shopping Center
operating costs under Section 4.5 hereof. Tenant waives the benefit of California Civil Code Sections 1941 and 1942 and of any other present or future law which might give Tenant the right to
repair the Premises at Landlord's expense or to terminate the Lease due to the condition of the Premises.

20

---

Section 12.5Rules and Regulations.



21

---



Section 12.6Condition upon Termination.Upon the termination of this Lease, Tenant shall
surrender the Premises to Landlord, broom clean and in the same condition as received except for ordinary wear and tear which Tenant was not otherwise obligated to remedy under any provision of this
Lease.  However, Tenant shall not be obligated to repair any damage which Landlord is required to repair under Article XIII (Damage or Destruction). In addition, Landlord may
require Tenant to remove any alterations, additions or improvements (whether or not made with Landlord's consent) prior to the termination of this Lease and to restore the Premises to its prior
condition, which may include at Landlord's discretion the removal of all or a part of the existing improvements which are specific to Tenant's type of business, or restoration of the Premises to a
"vanilla shell" condition, all at Tenant's expense. All alterations, additions and improvements which Landlord has not required Tenant to remove shall become Landlord's property and shall be
surrendered to Landlord upon the termination of this Lease, except that Tenant may remove any of Tenant's machinery or equipment which can be removed without material damage to the Premises. Tenant
shall repair, at Tenant's expense, any damage to the Premises caused by the removal of any such machinery or equipment. In no event, however, shall Tenant remove any of the following materials or
equipment without Landlord's prior written consent: any power wiring or power panels; lighting or lighting fixtures; wall coverings; drapes, blinds or other window coverings; carpets or other floor
coverings; heaters, air conditioners or any other heating or air conditioning equipment; fencing or security gates; or other similar building operating equipment and decorations.

ARTICLE XIII    DAMAGE OR DESTRUCTION

Section 13.1Partial Damage to Leased Premises.Tenant shall notify Landlord in writing
immediately upon the occurrence of any damage to the Premises. If the Premises is only partially damaged (meaning the cost to repair would not exceed twenty-five percent (25%) of
replacement value) and if the proceeds received by Landlord from the insurance policies described in Article IV (together with the deductible, if any) are sufficient to pay for the necessary
repairs, this Lease shall remain in effect and Landlord shall repair the damage as soon as reasonably possible. Landlord may elect to repair any damage to Tenant's fixtures, equipment, or
improvements. If the insurance proceeds received by Landlord (together with the deductible, if any) are not sufficient to pay the entire cost of repair, or if the cause of the damage is not covered by
the insurance policies which Landlord maintains under Article IV, Landlord may elect either to (a) repair the damage as soon as reasonably possible, in which case this Lease shall remain
in full force and effect, or (b) terminate this Lease as of the date the damage occurred. Landlord shall notify Tenant within thirty (30) days after receipt of notice of the occurrence
of the damage, whether Landlord elects to repair the damage or terminate this Lease. If Landlord elects to repair the damage, Tenant shall pay Landlord the "deductible amount" (if any) under
Landlord's insurance policies or the Tenant's pro rata share thereof if the Premises is in a multi-tenant building, and, if the damage was due to an act or omission of Tenant, the difference between
the actual cost of repair and any insurance proceeds received by Landlord. If the damage to the Premises occurs during the last six (6) months of the Lease Term, Landlord may elect to terminate
this Lease as of the date the damage occurred, regardless of the sufficiency of any insurance proceeds and Landlord may retain all such proceeds. Landlord shall notify Tenant of its election within
thirty (30) days after receipt of notice of the occurrence of the damage.

Section 13.2Total or Substantial Destruction.If the Premises is totally or substantially
destroyed (meaning the cost to repair would exceed twenty-five percent (25%) of replacement value) by any cause

22

---

whatsoever, or if the Premises is in a building which is substantially destroyed (even though the Premises is not totally or substantially destroyed), this Lease shall, at the election of the
Landlord, terminate as of the date the destruction occurred regardless of whether Landlord receives any insurance proceeds. However, if the Premises can be rebuilt within one (1) year after the
date of destruction, Landlord may elect to rebuild the Premises at Landlord's own expense (with all insurance proceeds being made available to the Landlord to apply against such costs), in which case,
this Lease shall remain in full force and effect. Landlord shall notify Tenant of such election within thirty (30) days after the occurrence of total or substantial destruction. If the
destruction was caused by an act or omission of Tenant, Tenant shall pay Landlord the difference between the actual cost of rebuilding and any insurance proceeds received by Landlord.

Section 13.3Partial Destruction of Shopping Center.In the event that twenty-five
percent (25%) or more of the rentable area of the Shopping Center shall be damaged or destroyed by fire or other cause, notwithstanding that the Premises may be unaffected by such fire or other cause,
Landlord shall have the right, to be exercised by notice in writing delivered to Tenant within sixty (60) days from and after said occurrence, to elect to cancel and terminate this Lease. Upon
the giving of such notice to Tenant, the term of this Lease shall expire by lapse of time upon the third day after such notice is given, and Tenant shall vacate the Premises and surrender the same to
Landlord. Nothing in this Section nor any other Section hereof shall be construed as a limitation of Tenant's liability for such occurrence, should such liability otherwise exist.

Section 13.4Landlord's Obligations.Landlord shall not be required to repair any injury or
damage by fire or other cause, or to make any restoration or replacement of any paneling, decorations, partitions, railings, floor coverings, office fixtures or any other improvements or property
installed in the Premises by Tenant or at the direct or indirect expense of Tenant which are not part of the original Tenant improvements paid for by Landlord. Tenant shall be required to restore or
replace same in the event of damage except for damage caused solely by the Landlord's negligence or intentional misconduct. Tenant shall have no claim against Landlord for any damage suffered by
reason of any such damage, destruction, repair or restoration, nor shall Tenant have the right to terminate this Lease as the result of any statutory provision now or hereafter in effect pertaining to
the damage and destruction of the Premises, except as expressly provided herein.

Section 13.5Temporary Reduction of Rent.If the Premises is destroyed or damaged and Landlord
or Tenant repairs or restores the Premises pursuant to the provisions of this Article XIII, any rent payable during the period of such damage, repair and/or restoration shall be reduced by the
amount payable under any rental income insurance paid to Landlord. Except for such possible reduction in payments required from the Tenant, Tenant shall not be entitled to any compensation, reduction,
or reimbursement from Landlord as a result of any damage, destruction, repair, or restoration of or to the leased Premises.

23

---



Section 13.6Waiver.Since Landlord and Tenant have agreed that the provisions of this
Article XIII shall govern the rights and obligations of Landlord and Tenant in the event of any damage or destruction of the Premises, Tenant waives the provisions of California Civil Code
Section 1932(2) which indicates that the hirer of a thing may terminate the hiring before the end of the term "when the greater part of the thing hired, or that part which was and which the
letter had at the time of the hiring reason to believe was the material inducement to the hirer to enter into the contract, perishes from any other cause than the want of ordinary care of the hirer,"
and of California Civil Code Section 1933(4) which indicates that "the hiring of a thing terminates by the destruction of the thing hired," and of any similar statute, code or judicial decision
which grants a tenant the right to terminate a lease in the event of damage or destruction of the Premises.

ARTICLE XIV    CONDEMNATION

Section 14.1Total Condemnation.If the whole of the Premises shall be acquired or condemned by
eminent domain for any public or quasi-public use or purpose, then the Term of this Lease shall cease and terminate as of the date of title vesting in such proceeding and all rentals shall be paid up
to that date and Tenant shall have no claim against Landlord for the value of any unexpired Term of this Lease.

Section 14.2Total Condemnation of Parking Area.If the whole of the common parking areas in the
Shopping Center shall be acquired or condemned by eminent domain for any public or quasi-public use or purpose, then the Term of this Lease shall cease and terminate as of the date of title vesting in
such proceeding unless Landlord shall take reasonable steps to provide other parking facilities substantially equal to the previously existing ratio between the common parking areas and the Premises,
and such substantially equal parking facilities shall be provided by Landlord at its own expense within ninety (90) days from the date of acquisition. In the event that Landlord shall provide
such other substantially equal parking facilities, then this Lease shall continue in full force and effect. In any event, Tenant shall have no claim against Landlord for the value of any unexpired
Term of this Lease.

Section 14.3Partial Condemnation.If any part of the Premises shall be acquired or condemned by
eminent domain for any public or quasi-public use or purpose, and in the event that such partial taking or condemnation shall render the Premises unsuitable for the business of the Tenant, then the
Term of
this Lease shall cease and terminate as of the date of title vesting in such proceeding and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. In the event
of a partial taking or condemnation which is not extensive enough to render the Premises unsuitable for the business of the Tenant, then Landlord shall within a reasonable time restore the Premises to
a condition comparable to its condition at the time of such condemnation less the portion lost in the taking, and this Lease shall continue in full force and effect.

Section 14.4Partial Condemnation of Parking Area.If any part of the parking area in the
Shopping Center shall be acquired or condemned by eminent domain for any public or quasi-public use or purpose and if, as the result of such partial taking the ratio of square feet of parking area and
common use areas and facilities as described in Section 10.1 hereof to square feet of the sales area of the entire Shopping Center buildings is reduced to a ratio below two to one, then the
Term of this Lease shall cease and terminate from the date of title vesting in such proceeding, unless the Landlord shall take reasonable steps toward increasing said ratio to a ratio equal to or in
excess of two to one, in which event this Lease shall be unaffected and remain in full force and effect as between the parties. In any event, Tenant shall have no claim against Landlord for the value
of any unexpired Term of this Lease.

Section 14.5Condemnation of Less than a Fee.In the event of a condemnation of a leasehold
interest in all or a portion of the Premises without the condemnation of the fee simple title also, this

24

---

Lease shall not terminate and such condemnation shall not excuse Tenant from full performance of all of its covenants hereunder, but Tenant in such event shall be entitled to present or pursue against
the condemning authority its claim for and to receive all compensation or damages sustained by it by reason of such condemnation, and Landlord's right to recover compensation or damages shall be
limited to compensation for and damages, if any, to its reversionary interest, it being understood, however, that during such time as Tenant shall be out of possession of the Premises by reason of
such condemnation, the Lease shall not be subject to forfeiture for failure to observe and perform those covenants not calling for the payment of money. In the event the condemning authority shall
fail to keep the Premises in the state of repair required hereunder, or to perform any other covenant not calling for the payment of money, Tenant shall have ninety (90) days after the
restoration of possession to it within which to carry out its obligations under such covenant or covenants. During such time as Tenant shall be out of possession of the Premises by reason of such
leasehold condemnation, Tenant shall pay to Landlord, in lieu of the minimum and percentage rents provided for hereunder, and in addition to any other payments required of Tenant hereunder, an annual
rent equal to the average annual minimum and percentage rents paid by Tenant for the period from the commencement of the term until the condemning authority shall take possession, or during the
preceding three (3) full calendar years, whichever period is shorter. At any time after such condemnation or proceedings are commenced, Landlord shall have the right, at its option, to require
Tenant to assign to Landlord all compensation and damages payable by the condemnor to Tenant, to be held without liability for interest thereon as security for the full performance of Tenant's
covenants hereunder, such compensation and damages received pursuant to said assignment to be applied first to the payment of rents and all other sums from time to time payable by Tenant pursuant to
the terms of this Lease as
such sums fall due, and the remainder, if any, to be payable to Tenant at the end of the term hereof or on restoration of possession to Tenant, whichever shall first occur, it being understood and
agreed that such assignment shall not relieve Tenant of any of its obligations under this Lease with respect to such rents and other sums except as the same shall be actually received by Landlord.

Section 14.6Distribution of Condemnation Award.Any condemnation award or payment shall be
distributed in the following order: (a) first, to any ground lessor, mortgagee or beneficiary under a deed of trust encumbering the Premises, the amount of its interest in the Premises;
(b) second, to Tenant, only the amount of any award specifically designated for loss of or damage to Tenant's trade fixtures or removable personal property, and the Tenant hereby assigns any
other rights which the Tenant may have now or in the future to any other award to the Landlord; and (c) third, to Landlord, the remainder of such award, whether as compensation for reduction in
the value of the leasehold, the taking of the fee, or otherwise. If this Lease is not terminated, Landlord shall repair any damage to the Premises caused by the condemnation, except that Landlord
shall not be obligated to repair any damage for which Tenant has been reimbursed by the condemning authority. If the severance damages received by Landlord are not sufficient to pay for such repair,
Landlord shall have the right to either terminate this Lease or make such repair at Landlord's expense.

ARTICLE XV    ASSIGNMENT AND SUBLETTING

Section 15.1Landlord's Consent Required.Tenant shall not either voluntarily or by operation of
law, assign, mortgage, pledge, hypothecate or encumber this Lease or the leasehold interest created hereby or any interest herein, or sublet the Premises or any portion thereof, or license the use of
all or any portion of the Premises or permit any other person to occupy or use the Premises or any portion thereof (collectively referred to herein as a "Transfer"), without the written consent of
Landlord first had and obtained, which consent is subject to the following conditions: (i) the proposed transferee's use of the Premises must be consistent with Articles VIII and IX hereof;
(ii) in Landlord's reasonable business judgment, the proposed transferee must have sufficient business reputation and experience to operate a successful business of the type and quality
permitted under this Lease; (iii) in Landlord's

25

---

reasonable business judgment, the percentage rent paid under this Lease that Landlord would reasonably anticipate receiving from the proposed transferee must not be less than the percentage rent that
Landlord has received from Tenant; (iv) the proposed Transfer must not breach any covenant of Landlord respecting radius, business location, use or exclusivity in any other lease, financing
agreement or any other agreement relating to the Shopping Center or, in Landlord's reasonable business judgment, create a tenant mix concern; (v) the net worth of the proposed transferee must
not be less
than the greater of the Tenant's net worth as of the effective date of this Lease or at the date of request for consent; (vi) twenty-five percent (25%) of any profit received by
the Tenant from the proposed Transfer, whether during or after the Term of this Lease, shall be paid to Landlord when received; and (vii) the proposed transferee must not be an existing tenant
in the Shopping Center.

Section 15.2Transfers of Interests in Tenant Requiring Landlord's Consent.If Tenant or its
general partner or manager hereunder is a corporation which, under laws of California, is not deemed a public corporation, or is an unincorporated association, partnership, or a limited liability
company, then the transfer, assignment, or hypothecation of any stock or interest in such corporation, association, partnership or limited liability company or its general partner or manager in the
aggregate in excess of twenty-five percent (25%) shall be deemed a Transfer under the meaning of this Article XV.

Section 15.3Grant of Concessions; Conditions to Grant.The provision against subletting
elsewhere contained in this Lease shall not prohibit Tenant from granting concessions for the operation of one or more departments of the business which Tenant is permitted by Section 1.8 to
conduct in or upon the Premises; provided, however, that (a) each such concession may be granted only upon receipt by Tenant of the written consent of the Landlord and shall be subject to all
the terms and provisions of this Lease; (b) the gross receipts, as defined in Section 3.4 hereof, from the operation of each such concession, shall be deemed to be a part of the gross
receipts of Tenant for the purpose of determining the additional rental payable to Landlord; (c) all of the provisions hereof applying to the business of Tenant including the provisions
concerning reports and audits shall apply to each such concession; and (d) at least seventy-five (75%) percent of the sales floor area of the Premises shall at all times be devoted
to the business of and be operated by Tenant.

Section 15.4Transfer Without Consent.Any Transfer without Landlord's prior written consent
shall, at the option of the Landlord, constitute a non-curable breach of this Lease. In the absence of an express agreement in writing to the contrary, no Transfer shall act as a release
of Tenant from any of the obligations and agreements on its part to be kept and performed hereunder. Tenant hereby fully waives and relinquishes any rights it may have under California Civil Code
Section 1995.310, otherwise permitting Tenant to seek damages against Landlord and/or to attempt to terminate this Lease in connection with an allegation that Landlord has unreasonably withheld
consent to a Transfer. Tenant agrees and acknowledges that Tenant's sole right and remedy against Landlord in such instance shall be to seek and to have the Transfer approved as consistent with the
terms and provisions of this Lease or based upon a determination that Landlord has unreasonably withheld its consent to the proposed Transfer.

Section 15.5No Release of Tenant.No transfer permitted by this Article XV, shall
release Tenant or change Tenant's primary liability to pay the rent and to perform all other obligations of Tenant under this Lease. Landlord's acceptance of rent from any other person is not a waiver
of any provision of this Article XV. Consent to one transfer is not a consent to any subsequent transfer. If Tenant's transferee defaults under this Lease, Landlord may proceed directly against
Tenant without pursuing remedies
against the transferee. Landlord may consent to subsequent assignments or modifications of this Lease by Tenant's transferee, without notifying Tenant or obtaining its consent. Such action shall not
relieve Tenant's liability under this Lease.

Section 15.6Landlord's Election.Tenant's request for consent to any transfer described in
Section 15.1 above shall be accompanied by a written statement setting forth the details of the

26

---

proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g., the term of and rent and security deposit
payable under any assignment or sublease), and any other information requested by Landlord. Landlord shall have the right (a) to withhold consent based upon the standards set forth in
Section 15.1; (b) to grant consent; or (c) if the transfer is a sublease of the Premises or an assignment of this Lease, to terminate this Lease as of the effective date of such
sublease or assignment, in which case Landlord may elect to enter into a direct lease with the proposed assignee or subtenant.

Section 15.7No Merger.No merger shall result from Tenant's sublease of the Premises under this
Article XV, Tenant's surrender of this Lease or the termination of this Lease in any other manner. In any such event, Landlord may terminate any or all subtenancies or succeed to the interest of
Tenant as sub-landlord thereunder.

Section 15.8Assignment Fees and Procedures.In the event Landlord shall be requested to consent
to a sublease, assignment, pledge, encumbrance, or any other transfer of all or any portion of Tenant's rights hereunder, as specified in Section 15.1 hereof, Tenant shall pay Landlord a
reasonable fee not to exceed Five Hundred Dollars ($500.00) to reimburse Landlord for costs and expenses, excluding attorneys' fees which shall be reimbursed pursuant to Section 18.2 herein,
incurred in connection with reviewing Tenant's request for consent. Tenant's check for the assignment fee shall be delivered to Landlord concurrent with Tenant's request for consent.

ARTICLE XVI    DEFAULTS; REMEDIES

Section 16.1Covenants and Conditions.Tenant's performance of each of Tenant's obligations
under this Lease is a condition as well as a covenant. Tenant's right to continue in possession of the Premises is
conditioned upon such performance. Time is of the essence in the performance of all covenants and conditions.

Section 16.2Defaults.Tenant shall be in material default under this Lease:



27

---



Section 16.3Default by Landlord.Landlord shall not be in default unless Landlord fails to
perform obligations required of Landlord within a reasonable time, but in no event later than thirty (30) days after written notice by Tenant to Landlord and to the holder of any first mortgage
or deed of trust covering the Premises whose name and address shall have theretofore been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such obligation; provided,
however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences
performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion.

Section 16.4Remedies.On the occurrence of any material default by Tenant, Landlord may, at any
time thereafter, with or without notice or demand and without limiting Landlord in the exercise of any right or remedy which Landlord may have:



28

---



Section 16.5The Right to Relet the Premises.Should Landlord elect to re-enter, as
herein provided, or should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without
terminating this Lease, make such alterations and repairs as may be necessary in order to relet the Premises, and relet said Premises or any part thereof for such term or terms (which may be for a
term extending beyond the Term of this Lease) and at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable; upon each such reletting all
rentals received by the Landlord from such reletting shall be applied, first, to the repayment of any indebtedness other than rent due hereunder from Tenant to Landlord; second, to the payment of any
costs and expenses of such reletting, including brokerage fees and attorneys' fees and of costs of such alterations and repairs; third, to the payment of rent due and unpaid hereunder, and the
residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. If such rentals received from such reletting during any month are
less than that to be paid during that month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or
taking possession of said Premises by Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention be given to Tenant or unless the
termination thereof be decreed by a court of competent jurisdiction.

Section 16.6Waiver of Rights of Redemption.Tenant hereby expressly waives any and all rights
of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord obtaining possession of the Premises, by
reason of the violation by Tenant of any of the covenants or conditions of this Lease, or otherwise.

Section 16.7Cumulative Remedies.Landlord's exercise of any right or remedy shall not prevent
it from exercising any other right or remedy.

Section 16.8Late Charges.Tenant hereby acknowledges that late payment by Tenant to Landlord of
rent and other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult and costly to ascertain. Such costs include,
but are not limited to, processing, administrative and accounting charges, and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed covering the Premises.
Accordingly, if any installment of rent or any other sum due from Tenant shall not be received by Landlord or Landlord's designee within ten (10) days after such amount shall be due, Tenant
shall pay to Landlord a late charge as liquidated damages as that term is used in Section 1671 of the California Civil Code, equal to ten percent (10%) of such overdue amount. The parties
hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur as a consequence of late payment by Tenant. Acceptance of such late charge by Landlord
shall in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder.

ARTICLE XVII    PROTECTION OF CREDITORS

Section 17.1Subordination.Landlord shall have the right to require Tenant to subordinate this
Lease to any ground lease, deed of trust or mortgage encumbering the Premises, any advances made on the security thereof and any renewals, modifications, consolidations, replacements or extensions
thereof, whenever made or recorded. If any ground lessor, beneficiary or mortgagee elects to have this Lease prior to the lien of its ground lease, deed of trust or mortgage and gives written notice
thereof to

29

---

Tenant, this Lease shall be deemed prior to such ground lease, deed of trust or mortgage whether this Lease is dated prior or subsequent to the date of said ground lease, deed of trust or mortgage or
the date of recording thereof.

Section 17.2Attornment.If Landlord's interest in the Premises is acquired by any ground
lessor, beneficiary under a deed of trust, mortgagee, or purchaser at a foreclosure sale, Tenant shall attorn to the transferee of or successor to Landlord's interest in the Premises and recognize
such transferee or successor as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives or purports to give Tenant any right to terminate this Lease or
surrender possession of the Premises upon the transfer of Landlord's interest.

Section 17.3Signing of Documents.Tenant shall execute, have notarized at Tenant's expense and
deliver any instrument or documents necessary or appropriate to effectuate or evidence any such attornment or subordination or agreement to do so. If Tenant fails to do so within ten (10) days
after written request (i) Tenant hereby makes, constitutes and irrevocably appoints Landlord, or any transferee or successor of Landlord, the attorney-in-fact of Tenant
to execute and deliver any such instrument or document and (ii) such failure shall constitute a default under this Lease entitling Landlord to terminate this Lease.

Section 17.4Estoppel Certificates.



Section 17.5Tenant's Financial Condition.Within ten (10) days after written request
from Landlord, Tenant shall deliver to Landlord such financial statements as are reasonably required by Landlord to verify the net worth of Tenant, or any assignee, subtenant, or guarantor of Tenant.
In addition, Tenant shall deliver to any lender or proposed purchaser of the Premises designated by Landlord any financial statements required by such lender to facilitate the sale, financing or
refinancing of the Premises. Tenant represents and warrants to Landlord that (a) each such financial statement is a true and accurate statement as of the date of such statement; and
(b) at all times after the date of any such statement during the Lease Term or any extension thereof, Tenant's net worth, as stated therein, shall not be
reduced. All financial statements shall be confidential and shall be used only for the purposes set forth herein.

30

---

Section 17.6Mortgagee Protection Clause.Tenant agrees to give any mortgagees and/or trust deed
holders, by registered mail, a copy of any notice of default, served upon the Landlord, provided that prior to such notice Tenant has been notified in writing (by way of Notice of Assignment of Rents
and Leases, or otherwise) of the addresses of such mortgagees and/or trust deed holders, Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in
this Lease, then the mortgagees and/or trust deed holders shall have an additional thirty days (30) within which to cure such default or if such default cannot be cured within that time, then
such additional time as may be necessary if within such thirty days (30) any mortgagee and/or trust deed holder has commenced and is diligently pursuing the remedies necessary to cure such
default (including but not limited to commencement of foreclosure proceedings if necessary to affect such cure), in which event this Lease shall not be terminated while such remedies are being so
diligently pursued.

ARTICLE XVIII    LEGAL COSTS

Section 18.1Legal Proceedings.Tenant shall reimburse Landlord, upon demand, for any costs or
expenses incurred by Landlord in connection with any breach or default of Tenant under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs
incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such
action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. Such attorneys' fees and costs shall be paid by the losing party in such action.
Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability incurred by Landlord if Landlord becomes or is made a party to any claim or
action (a) instituted by Tenant, or by any third party against Tenant, or by or against any person holding any interest under or using the Premises by license of or agreement with Tenant;
(b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or
such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant
shall defend Landlord against any such claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees
or costs incurred by Landlord in any such claim or action.

Section 18.2Landlord's Consent.Tenant shall pay Landlord's reasonable attorneys' fees incurred
in connection with Tenant's request for Landlord's consent under Article XV (Assignment and Subletting), or in connection with any other act which Tenant proposes to do and which requires
Landlord's consent.

ARTICLE XIX    MISCELLANEOUS PROVISIONS

Section 19.1Non-Discrimination.Tenant promises, and it is a condition to the
continuance of this Lease, that there will be no discrimination against, or segregation of, any person or group of persons on the basis of race, color, sex, creed, national origin or ancestry in the
leasing, subleasing, transferring, occupancy, tenure or use of the Premises or any portion thereof.

Section 19.2Landlord's Liability; Certain Duties.



31

---



Section 19.3Severability.A determination by a court of competent jurisdiction that any
provision of this Lease or any part thereof is illegal or unenforceable shall not cancel or invalidate the remainder of such provision or this Lease, which shall remain in full force and effect.

Section 19.4Interpretation.The captions of the Articles or Sections of this Lease are to
assist the parties in reading this Lease and are not a part of the terms or provisions of this Lease. Whenever required by the context of this Lease, the singular shall include the plural and the
plural shall include the singular. The masculine, feminine and neuter genders shall each include the other. In any provision relating to the conduct, acts or omissions of Tenant, the term "Tenant"
shall include Tenant's agents, employees, contractors, invitees, successors or others using the Premises with Tenant's expressed or implied permission.

Section 19.5Other Tenancies.Landlord reserves the absolute right to effect such other
tenancies in the Shopping Center as Landlord, in the exercise of its sole business judgment, shall determine to best promote the interest of the Shopping Center. Tenant does not rely on the fact, nor
does Landlord represent, that any specific tenant or type or number of tenants shall, during the term of this Lease, either (i) enter into a lease for any space in the Shopping Center or
(ii) continue to lease any space in the Shopping Center under any lease which is in effect as of the date of this Lease, or that any tenant under any lease in effect as of the date of this
Lease will not assign or transfer its interest under its lease or change the use of the premises under such lease. By executing this Lease, Tenant acknowledges that Landlord has not made any
representations, warranties or statements as to any of the foregoing and agrees that the occurrence of any of the foregoing or any similar event shall not affect Tenant's obligations under this Lease.

Section 19.6Entire Agreement.This Lease and the Exhibits, and Rider, if any, attached hereto
and forming a part hereof, set forth all the covenants, terms, provisions, warranties (if any), obligations, limitations, promises, representations, agreements, conditions and understandings, either
oral or written, between Landlord and Tenant concerning the Premises and there are no covenants, terms, provisions, warranties (if any), obligations, limitations, promises, representations,
agreements, conditions and understandings, either oral, or written, between them other than are herein set forth. Except as herein otherwise provided, no subsequent alteration, amendment, change or
addition to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by the party to be charged with their performance. Tenant acknowledges and agrees that no prior
information provided or statements made by Landlord or its agent(s), including without limitation, estimated gross sales and estimated Shopping Center operating costs (common area maintenance)
expenses or calculations, and any other financial matters, and matters related to: (a) any of the premises in the Shopping Center; (b) the Shopping Center itself; or (c) the
number and kinds of tenants in the Shopping Center, have in any way induced Tenant to enter into this Lease.

32

---



Section 19.7Notices.All notices required or permitted under this Lease shall be in writing and
shall be personally delivered or sent by certified mail, return receipt requested, postage prepaid. Notices to Tenant shall be delivered to the address specified in Section 1.3 above, except
that upon Tenant's taking possession of the Premises, the Premises shall be Tenant's address for notice purposes. Notices to Landlord shall be delivered to the address specified in Section 1.2
above. All notices shall be effective upon personal delivery or three (3) days after deposit in the U.S. Mail. Either party may change its notice address upon written notice to the other party.

Section 19.8Waivers.All waivers must be in writing and signed by the waiving party. Landlord's
failure to enforce any provision of this Lease or its acceptance of rent shall not be a waiver and shall not prevent Landlord from enforcing that provision or any other provision of this Lease in the
future. No statement on a payment check from Tenant or in a letter accompanying a payment check shall be binding on Landlord. Landlord may, with or without notice to Tenant, negotiate such check
without being bound to the conditions of such statement.

Section 19.9No Recordation.Tenant shall not record this Lease without prior written consent
from Landlord. However, Landlord may require that a "Short Form" memorandum of this Lease be executed by both parties and recorded.

Section 19.10Binding Effect; Choice of Law.This Lease binds any party who legally acquires any
rights or interest in this Lease from Landlord or Tenant. However, Landlord shall have no obligation to Tenant's successor unless the rights or interests of Tenant's successor are acquired in
accordance with the terms of this Lease. The laws of the state in which the Premises is located shall govern this Lease.

Section 19.11Corporate or Company Authority; Partnership Authority.If Tenant is a corporation
or limited liability company, each person signing this Lease on behalf of Tenant represents and warrants that he has full authority to do so and that this Lease binds the corporation or limited
liability company, as the case may be. Within five (5) days after this Lease is signed, Tenant shall deliver to Landlord a certified copy of a resolution of Tenant's Board of Directors or
Members, as applicable, authorizing the execution of this Lease or other evidence of such authority reasonably acceptable to Landlord. If Tenant is a partnership, each person signing this Lease for
Tenant represents and warrants that he is a general partner of the partnership, that he has full authority to sign for the partnership and that this Lease binds the partnership and all general
partners of the partnership. Tenant shall give written notice to Landlord of any general partner's withdrawal or addition. Within five (5) days after this Lease is signed, Tenant shall deliver
to Landlord a copy of Tenant's recorded statement of partnership or certificate of limited partnership.

Section 19.12No Partnership.Landlord shall not by virtue of this Lease, in any way or for any
purpose, be deemed to have become a partner of Tenant in the conduct of its business, or otherwise, or joint venturer or a merger of a joint enterprise with Tenant, nor is Tenant an agent of Landlord
for any reason whatsoever. The provisions of this Lease relating to the percentage rent payable hereunder are included solely for the purpose of providing a method whereby the rent is to be measured
and ascertained.

Section 19.13Joint and Several Liability.All parties signing this Lease as Tenant shall be
jointly and severally liable for all obligations of Tenant.

Section 19.14Force Majeure.If Landlord cannot perform any of its obligations due to events
beyond Landlord's control, the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond Landlord's control include, but
are not limited to, acts of God, war, civil commotion, labor disputes, strikes, fire, flood or other casualty, shortages of labor or material, government regulation or restriction and weather
conditions.

Section 19.15Construction of Lease and Terms.The terms and provisions of this Lease represent
the results of negotiations between Landlord and Tenant, each of which are sophisticated parties and

33

---

each of which has been represented or been given the opportunity to be represented by counsel of its own choosing, and neither of which has acted under any duress or compulsion, whether legal,
economic or otherwise. Consequently, the terms and provisions of this Lease must be interpreted and construed in accordance with their usual and customary meanings, and Landlord and Tenant each waive
the application of any rule of law that ambiguous or conflicting terms or provisions contained in this Lease are to be interpreted or construed against the party who prepared the executed Lease or any
earlier draft of the same. Landlord's submission of this instrument to Tenant for examination or signature by Tenant does not constitute a reservation of or an option to lease and is not effective as
a lease or otherwise until Landlord and Tenant both execute and deliver this Lease. The parties agree that, regardless of which party provided the initial form of this Lease, drafted or modified one
or more provisions of this Lease, or compiled, printed or copied this Lease, this Lease is to be construed solely as an offer from Tenant to lease the Premises, executed by Tenant and provided to
Landlord for acceptance on the terms set forth in this Lease, which acceptance and the existence of a binding agreement between Tenant and Landlord may then be evidenced only by Landlord's execution
of this Lease.

Section 19.16Accord and Satisfaction.No payment by Tenant or receipt by Landlord of a lesser
amount than the monthly rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, or shall any endorsement or statement on any check or any letter
accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent
or pursue any other remedy provided in this Lease.

Section 19.17Provisions are Covenants and Conditions.All provisions, whether covenants or
conditions, on the part of the Landlord, or on the part of Tenant, shall be deemed to be both covenants and conditions.

Section 19.19Remodel.Landlord may in the future remodel or refurbish portions of the Shopping
Center. Such remodeling and/or refurbishing may include Tenant's Premises. The remodeling and/or refurbishing will be done in accordance with the proper architect's design specifications which will be
reviewed and approved by Landlord and copies of such drawings will be made available to Tenant. Tenant agrees to accept such specifications. Tenant further agrees that Tenant will not, through any act
or omission on the part of Tenant, in any way hinder, impede, or frustrate the efforts of the Landlord in completing such remodeling or refurbishing in a timely fashion. As part of architect's design
specifications, a new exterior Tenant sign criteria may be developed. Upon development of said new sign criteria Tenant, at Tenant's expense, upon written notice from Landlord, shall remove all
existing signs and replace such exterior signs with a new sign in accordance with the new sign criteria. Such resigning by Tenant shall be completed within sixty (60) days after receipt of new
sign criteria from Landlord.

Section 19.20Waiver of Right to Jury Trial.Landlord and Tenant hereby waive their respective
right to trial by jury of any cause of action, claim, counterclaim or cross-complaint in any action, proceeding and/or hearing brought by either Landlord against Tenant or Tenant against Landlord on
any matter whatsoever arising out of, or in any way connected with, this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises, or any claim of injury or damage, or
the enforcement of any remedy under any law, statute, or regulation, emergency or otherwise, now or hereafter in effect.

Section 19.21Limitation of Actions.Any claim, demand, right or defense of any kind by Tenant
which is based upon or arises in connection with this Lease or the negotiations prior to its execution, shall be barred unless Tenant commences an action thereon, or interposes in a legal proceeding a
defense by reason thereof, within six (6) months after the date of the inaction or omission or the date

34

---

of the occurrence of the event or of the action to which the claim, demand, right or defense relates, whichever applies.

Section 19.22Real Estate Brokers.Except as herein specifically set forth, Landlord and Tenant
represent and warrant that there are no claims for brokerage commissions or finder's fees in connection with the execution of this Lease, and agree to indemnify the other against and hold it harmless
from all liability arising from any such claim including, without limitation, the cost of attorneys' fees in connection therewith.

Section 19.23Exculpation.The obligations of Landlord under this Lease do not constitute
personal obligations of Landlord, or its partners, directors, officers or shareholders and Tenant shall look solely to the Shopping Center (as defined in Section 1.4) and to no other assets of
Landlord for satisfaction of any liability with respect to this Lease and will not seek recourse against the partners, directors, officers or shareholders of Landlord herein, nor against any of their
personal assets for such satisfaction. In addition (i) no partner of Landlord shall be sued or named as a party in any suit or action (except as may be necessary to secure jurisdiction of the
partnership), (ii) no service of process shall be made against any partner of Landlord (except as may be necessary to secure jurisdiction of the partnership), (iii) no partner of
Landlord shall be required to answer or otherwise plead to any service of process and no judgment will be taken against any partner of Landlord, (iv) no writ of execution will ever be levied
against the assets of any partner of Landlord and (v) these covenants and agreements are enforceable both by Landlord and also by any partner of Landlord.

Landlord
and Tenant have signed this Lease at the place and on the dates specified adjacent to their signatures below and have initialed all Riders which are attached to or
incorporated by reference in this Lease.

|Dated: |  |  | LANDLORD:                                                      
|------ |  |  | ---------------------------------------------------------------
|       |  |  |                                                                
|       |  |  | LINCOLN TOWN CENTER LLC,
A California Limited Liability Company
|       |  |  | By:                                                            
|       |  |  |                                                                
|       |  |  | By:                                                            
|       |  |  |                                                                
|       |  |  |                                                                
|Dated: |  |  | TENANT:                                                        
|       |  |  |                                                                
|       |  |  | FEATHER RIVER STATE BANK,
A California State Chartered Bank    
|       |  |  | By:                                                            
|       |  |  |                                                                
|       |  |  | By:                                                            
|       |  |  |                                                                

35

---

RIDERS

Riders
One, Two and Three to that certain Lease, dated October 18, 2000, by and between Lincoln Town Center, LLC, a California Limited Liability Company ("Landlord") and Feather River State
Bank, a California State Chartered Bank, ("Tenant").

The
following Riders are hereby incorporated into the Lease Agreement:

RIDER ONEOPTION TO EXTEND TERM

Tenant is given the option to extend the Term of this Lease for a five (5) year period ("extended term") following expiration of the initial Term, by
giving written Notice of exercise of the option ("option notice") to the Landlord at least six (6) months but not more than one (1) year before the expiration of the Term. The same terms
and conditions as applied during the initial Term of this Lease shall apply to the extended term except that (i) the Minimum Monthly Rent shall be adjusted at the commencement of the extended
term as specified below and annually thereafter pursuant to the Index set forth in Section 1.11(a) hereof, however, in no event shall such annual increases be less than five percent (5%) nor
more than seven percent (7%) over the Minimum Monthly Rent then in effect (as increased pursuant to the last adjustment), and (ii) there shall be no further right or option to extend. Provided,
however, that if Tenant is in default on the date of giving the option notice, the option notice shall be totally ineffective, or if Tenant is in default on the date the extended term is to commence,
the extended term shall not commence and this Lease shall expire at the end of the initial term. Tenant's Lease Option is personal to Tenant and shall automatically terminate upon any "Transfer" of
this Lease requiring Landlord's Consent, as defined in Section 15.1, or if the use of the Premises is changed from that set forth in Section 1.8.

(a) Rent to be Determined.



Neither
party to this Lease shall have the right to have a court or other third party set the Minimum Monthly Rent. Tenant shall have no other right to extend the Term beyond the
extended term.

RIDER TWO"GO DARK" PROVISION

If
Tenant either gives Landlord written notice of Tenant's intention to discontinue permanently the operation of a Feather River State Bank branch in the Premises, or discontinues the operation of a
Feather River State Bank branch in the Premises for a period of sixty (60) days for any reason not permitted by this Lease, then Landlord may terminate this Lease as to the Premises, or part of
them, in which Tenant has given notice of its intention to discontinue, or has discontinued its operations as a Feather River State Bank branch, by thirty (30) days written notice to Tenant of
Landlord's election to terminate this Lease. Tenant may override Landlord's election only once by resuming operations of its business as a Feather River State Bank branch in the Premises according to
Section 1.6(c) and

36

---

Section 8.2(d) within thirty (30) days after receipt of Landlord's notice, or by rescinding its notice of its intention to discontinue its business within ten (10) days after
receipt of Landlord's notice.

RIDER THREECONTINGENCIES

The
following contingencies shall apply:



37

---





EXHIBIT B    CONSTRUCTION OF THE PREMISES  Lincoln Hills Town Center

FEATHER
RIVER STATE BANK435 So. Highway 65, Suite A, Lincoln, California

I.  Plans.

Concurrently
with the execution of this Lease, or as soon as plans are available to Landlord, Landlord shall deliver a floor plan of the Premises to Tenant showing the columns and other structural
work. Within ten (10) days from delivery of such floor plan, Tenant, at its expense, shall submit to Landlord for its approval two (2) sets of fully dimensioned scale drawings, plans and
specifications prepared by a licensed architect and if applicable, engineer. The drawings shall indicate the specific requirements of Tenant's space, clearly outlining the Premises in such detail as
Landlord may require, including types of materials and colors, interior partitions, reflected ceiling plans, roof plan showing locations of proposed equipment and penetrations, if applicable, and
plumbing, fire sprinkler, mechanical and electrical plans prepared by a licensed electrical engineer setting forth all electric requirements of Tenant, all in conformity with the description of
Landlord's Work and of Tenant's Work herein and in strict compliance with applicable codes. Landlord shall have thirty (30) days from receipt of these drawings to approve or disapprove them. If
Landlord has not notified Tenant in writing of its approval or disapproval within the thirty (30) day period, these drawings shall be deemed disapproved by Landlord. If Landlord disapproves
such plans, Tenant shall, within ten (10) days of receipt of Landlord's notice of disapproval, revise and resubmit such plants to Landlord, correcting or altering such disapproved items.

II.  Landlord's Work.

Landlord
agrees to deliver possession of the Premises as designed by Landlord's architect in the configuration shown on the Exhibit A-1 in the following manner:



38

---





Landlord
shall not be deemed to be in default with respect to the performance of any of its construction obligations herein if such default is due to any strike, lookout, civil commotion or invasion,
rebellion, hostilities, sabotage, government regulations or controls, inability to obtain materials, services or financing, inclement weather, acts of God, delay on the part of Tenant or other causes
beyond the control of Landlord.

39

---

III. TENANT'S WORK.





40

---



41

---





42

---



GUARANTY

Reference is made to the Standard Shopping Center Lease dated as ofDecember 1, 2000, ("Lease") entered
into betweenLincoln Town Center, LLC, a California Limited Liability Company, ("Landlord") andFeather River State Bank, a
California State Chartered Bank("Tenant"), covering certain premises commonly described as435 South Highway 65, Suite A, Lincoln,
California.

Recitals

As an essential inducement to Landlord to enter into the Lease and accommodations reflected therein, the undersigned (hereinafter "Guarantor") has agreed to
guaranty all obligations and liabilities of Tenant under the Lease.

NOW,
THEREFORE, for valuable consideration, and as an inducement to and in consideration of Landlord entering into the Lease and the making of the accommodations reflected by the
Lease, Guarantor agrees as set forth below.



The
obligations thereby guarantied are referred to collectively herein as the"Obligations".

The
Guarantor authorizes Landlord at any time in its discretion without notice or demand and without affecting the obligations and liabilities of the Guarantor hereunder to:

(a) enter
into agreements with Tenant and in accordance therewith, renew, extend, amend, waive, restructure, refinance, release, accelerate, or otherwise change the
time for payment of, or otherwise change the terms of the Obligations and/or the Lease Documents, including (A) increase or decrease in the Obligations or the rate of interest on the
Obligations or rent thereunder and (B) any amendment of the Lease Documents to permit Landlord to extend further or additional accommodations to Tenant in any form, including credit by way of
loan, lease, purchase, guarantee or otherwise, which shall thereupon be and become subject to the Lease Documents;

(b) accept
new or additional documents, instruments, or agreements relative to the Obligations;

(c) consent
to the change, restructure or termination of the individual, partnership or corporate structure or existence of Tenant and correspondingly restructure the
Obligations;

(d) accept
partial payments on the Obligations;

1

---

(e) take and hold collateral or additional guaranties for the Obligations and/or the Lease Documents and amend, alter, exchange, substitute, transfer, enforce, waive,
subordinate, terminate or release any such collateral or guaranties;

(f)  apply
any collateral, and direct the order and manner of sale thereof as Landlord in its sole discretion may determine;

(g) settle,
release on terms satisfactory to Landlord or by operation of law or otherwise, compound, compromise, collect or otherwise liquidate the Obligations and/or
the collateral or any guaranty therefore in any manner, whether in liquidation, reorganization, receivership, bankruptcy or otherwise;

(h) release
Tenant or any other party for all or any of the Obligations;

(i)  re-enter
the premises covered by the Lease or enforce any rights of Landlord against Tenant; or

(j)  assign
this Guaranty in whole or in part.

Guarantor's
obligations under this Guaranty are independent of those of Tenant or of any other person. Landlord may bring a separate action against Guarantor without first proceeding
against Tenant or any other person or any security held by Landlord and without pursuing any other remedy. Landlord's rights under this Guaranty shall not be exhausted by any action of Landlord until
all of the Obligations have been fully performed.

(a) any
right to require Landlord to proceed against Tenant or any other person or any security now or hereafter held by Landlord or to pursue any other remedy
whatsoever, including any such right or any other right set forth in Sections 2845 or 2850 of the California Civil Code.

(b) any
defense based upon any legal disability of Tenant or any such person, or any discharge or limitation of the liability of Tenant or any other person, to
Landlord, or any restraint or stay applicable to actions against Tenant or any other person, whether such disability, discharge, limitation, restraint or stay is consensual, or by order of a court or
other governmental authority, or arising by operation of law or any liquidation, reorganization, receivership, bankruptcy, insolvency or debtor-relief proceeding, or from any other cause;

(c) presentment,
demand, protest, setoffs, counterclaims, and notice of any kind;

(d) any
defense based upon the modification, renewal, extension or other alteration of the Obligations, or of the Lease Documents or enforcement of any rights under the
Lease Documents;

(e) any
defense based upon the negligence of Landlord, including, without limitation, the failure to record an interest under a deed of trust, the failure to perfect
any security interest, or the failure to file a claim in any bankruptcy of Tenant, Guarantor or of any other person;

(f)  any
defense based upon a statute of limitations to the fullest extent permitted by law and any defense based upon Landlord's delay in enforcing this Guaranty;

(g) any
defense based upon or arising out of any defense which Tenant may have to the performance of any part of the Obligations;

(h) any
defense to recovery by Landlord of a deficiency after nonjudicial sale of real or personal property, any defense based upon the unavailability to Landlord of
recovery of a deficiency judgment

2

---

after nonjudicial sale of real or personal property, and any defense based upon or arising out of Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure or based upon or
arising out of Division 9 or any other applicable division of the California Uniform Commercial Code;

(i)  any
defense based upon the death, incapacity, lack of authority or termination of existence or revocation hereof by any person or entity or persons or entities, or
the substitution of any party hereto;

(j)  any
defense based upon or related to Guarantor's lack of knowledge as to Tenant's financial condition;

(k) any
defense based upon Section 2809 of the California Civil Code; and

(l)  any
right of re-entry of the premises covered by the Lease.

4.2 GUARANTOR
HEREBY FURTHER WAIVES ALL RIGHTS OF SUBROGATION, REIMBURSEMENT, INDEMNITY AND CONTRIBUTION, ALL RIGHTS TO ENFORCE ANY REMEDY THAT LANDLORD MAY HAVE
AGAINST TENANT OR ANY OTHER PERSON, AND ALL RIGHTS TO PARTICIPATE IN ANY SECURITY HELD BY LANDLORD FOR THE OBLIGATIONS, INCLUDING ANY SUCH RIGHT OR ANY OTHER RIGHT SET FORTH IN SECTIONS 2845, 2848, OR
2849 OF THE CALIFORNIA CIVIL CODE, AS WELL AS ANY DEFENSE BASED UPON THE IMPAIRMENT OF ANY SUBROGATION, REIMBURSEMENT, INDEMNITY OR CONTRIBUTION RIGHTS OR OF ANY OF THE FOREGOING RIGHTS, THAT
GUARANTOR MIGHT HAVE ABSENT THE FOREGOING WAIVER; AND AGREES (i) NOT TO SEEK TO ENFORCE OR TO OBTAIN ANY SUCH RIGHT OR TO ACCEPT ANY PAYMENT FROM ANY OTHER PERSON, IN VIOLATION OF THE FOREGOING
WAIVER, AND (ii) THAT ANY AGREEMENT OR OTHER UNDERSTANDING AT ANY TIME ENTERED INTO WITH ANY PERSON GRANTING ANY SUCH RIGHTS TO GUARANTOR SHALL BE NULL AND VOID.

Guarantor
is relying upon its own knowledge and is fully informed with respect to Tenant's financial condition. Guarantor assumes full responsibility to be completely familiar with
the businesses, operations and conditions of the Tenant and the Guarantor hereby waives and relinquishes any duty on the part of the Landlord to disclose any matter, fact or thing relating to the
businesses, operations or
conditions of the Tenant now known or hereafter known by the Landlord. Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of Tenant and of all
circumstances bearing upon the risk of nonpayment of the indebtedness which diligent inquiry would reveal, and the Landlord shall have no duty to advise Guarantor of information known to it regarding
such condition or any circumstance.

Guarantor
agrees that if requested by Landlord, Guarantor will furnish such up-to-date financial information as Landlord may require, including but not limited
to, current unaudited financial statements certified by Guarantor. This financial information required by Landlord must be satisfactory to Landlord in every respect.

Upon
a default of Tenant, Landlord may elect to foreclose nonjudicially or judicially against any real or personal property security it holds for the Obligations or any part thereof,
or exercise any other remedy against Tenant or any other person or any security. No such action by Landlord will release or limit the liability of Guarantor, even if the effect of that action is to
deprive Guarantor (to the extent that any such right exists notwithstanding the waiver thereof set forth in the foregoing paragraph 4.2) of the right or ability to collect reimbursement from or
assert subrogation, indemnity or contribution

3

---

rights against Tenant or any other person for any sums paid to Landlord, or to obtain reimbursement by means of any security held by Landlord for the Obligations.

Each
of the following shall constitute a default of Guarantor under this Guaranty:



Guarantor
agrees to pay Landlord's reasonable out-of-pocket costs and expenses, including, but not limited to, legal fees and disbursements, incurred in any
effort to collect or enforce any of the Obligations or this Guaranty, whether or not any lawsuit is filed, and in the representation of Landlord in any insolvency, bankruptcy, reorganization or
similar proceeding relating to Tenant, Guarantor or any other person. Until paid to Landlord, such sums will bear interest from the date such costs and expenses are incurred at the rate of ten percent
(10%) per annum.

The
liability of Guarantor hereunder shall be reinstated and revived, and the rights of Landlord shall continue, with respect to any amount at any time paid on account of the
Obligations which Landlord shall thereafter be required to restore or return to or for the benefit of Tenant in connection with the bankruptcy, insolvency or reorganization of Tenant or otherwise, all
as though such amount had not been paid.

No
delay or failure by Landlord to exercise any right or remedy against Tenant or Guarantor will be construed as a waiver of that right or remedy. All remedies of Landlord against
Tenant and Guarantor are cumulative.

The
invalidity or unenforceability of any one or more provisions of this Guaranty will not affect the validity or enforceability of any other provision.

This
Guaranty shall be governed by and construed under the laws of the State of California.

The
provisions of this Guaranty will bind and benefit the heirs, executors, administrators, legal representatives, successors, and assigns of Guarantor and Landlord. The term "Tenant"
will mean both the named Tenant and any other person or entity at any time assuming or otherwise becoming primarily liable for all or any part of the Obligations. The term "Landlord" will mean both
the

4

---

Landlord named herein and any future owner or holder of the Lease Documents of this Guaranty or any interest therein.

Guarantor
individually represents and warrants that it has all requisite power and authority to:



No
provision of this Guaranty or Landlord's rights hereunder can be waived or modified nor can Guarantor be released from its obligations hereunder except by a writing executed by
Landlord. No such waiver shall be applicable except in the specific instance for which given.

All
headings in this Guaranty are for convenience and shall be disregarded in construing the substantive provisions of this Guaranty. All words used herein in the singular shall be
deemed to have been used in the plural and all works used herein in the plural shall be deemed to have been used in the singular where the context and construction so require.

All
notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered effective upon personal delivery or upon the earlier of
(i) two (2) business days after deposit in first class United States mail, postage prepaid, registered or certified, or (ii) actual receipt as shown by the return receipt. For
purposes of notice, the addresses of the parties shall be as set forth on the signature page hereof; provided, however, that any part shall have the right to change its address for notice hereunder to
any other location by giving notice to the other party in the manner set forth above.

19.Counterparts.This Guaranty may be executed in counterparts all of which when taken together shall
be deemed fully executed originals.

20.Joint and Several Liability.The obligations of the undersigned hereunder are joint and several.

5

---

IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of            .

|Guarantor's Address:                                                                                      |  | Guarantor:                                                      
|--------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------
|1227 Bridge Street, Suite C
Yuba City, CA 95991                                                           |  | CALIFORNIA INDEPENDENT BANCORP,
A California Corporation        
|                                                                                                          |  | By:                                                             
|                                                                                                          |  | Its:                                                            
|                                                                                                          |  | By:                                                             
|                                                                                                          |  | Its:                                                            
|Landlord's Address                                                                                        |  | Landlord:                                                       
|Lincoln Town Center, LLC
c/o Wall Street Property Company
Post Office Box 2633
La Jolla, California 92038 |  | LINCOLN TOWN CENTER, LLC,
A California Limited Liability Company
|                                                                                                          |  | By:                                                             
|                                                                                                          |  |                                                                 
|                                                                                                          |  | By:                                                             
|                                                                                                          |  |                                                                 

6

---

QuickLinks