Exhibit 10.3

FIFTH AMENDMENT TO LEASE

This Amendment is made as of October 19, 2000 betweenUNIVERSITY STREET PROPERTIES IV, LLC, a Delaware
limited liability company ("Landlord") andPACIFICA BANK, a Washington state banking corporation
("Tenant").

RECITALS

A.  Pursuant
to a Lease dated March 31, 1998 between Tenant's predecessor in interest, Pacifica Joint Venture, and The Trustees under the Will and of the Estate
of James Campbell, Deceased (the "Original Landlord"), as amended by a First Amendment to Lease dated as of May 1, 1998, a Second Amendment to
Lease dated as of June 12, 1998, a Third Amendment to Lease dated as of May 28, 1999, and a Fourth Amendment to Lease dated as of May 24, 2000 (as amended, the
"Lease"), Tenant is leasing certain premises (the "Current Premises") in the building presently known as
Skyline Tower located at 10900 N.E. 4th Street in Bellevue, King County, Washington (the "Building"). The current term of
the Lease will expire on August 31, 2003. The Current Premises and the Building are more particularly described in the Lease. Landlord is the current owner of the Building and the holder of all
of the rights of the Original Landlord under the Lease. Capitalized terms used in this Amendment and not otherwise defined will have the meanings given to such terms in the Lease.

B.  Tenant
desires to expand the Current Premises to include certain space with an agreed area of 2,917 rentable square feet located on the ground floor of the Building
and commonly referred to as Suite 100B, and certain space with an agreed area of 1,150 rentable square feet located on the second floor of the Building and commonly referred to as Suite 205
(collectively the "Additional Space"). The Additional Space is marked with crosshatching on the floor plan of the Building attached to this
Amendment asExhibit A. Landlord and Tenant have agreed to amend the Lease to add the Additional Space to the Premises and to extend the term of
the Lease as provided in this Amendment.

AGREEMENT

In consideration of the mutual covenants contained in this Amendment, and the mutual covenants contained in the Lease, Landlord and Tenant agree as follows:

1.Expansion of the Premises.Effective as of the Expansion Commencement Date (as defined in
Paragraph 4 of this Amendment), the Lease is amended so that all references in the Lease to the "Premises" will mean the Current Premises and the Additional Space, having an agreed area of
14,869 rentable square feet.

2.Extension of Lease Term.The term of the Lease is hereby extended to August 31, 2007.

3.Building Rentable Area.Tenant acknowledges the area of the Building has been remeasured in
accordance with current BOMA standards (i.e., the Standard Method for Measuring Floor Area in Office Buildings specified in ANSI/BOMA Publication Z65.1-1996, approved June 7, 1996
by American National Standards Institute, Inc.) and the Building contains 407,344 rentable square feet. Landlord and Tenant agree that Item 2 of the Basic Lease Provisions is amended so that
the Building Rentable Area is 407,344 square feet.

4.Expansion Commencement Date.The "Expansion Commencement
Date" will be the earlier of (a) the date the Tenant Improvements (as defined in Paragraph 7 of this Amendment) are substantially complete to the extent that
Tenant may reasonably use and occupy the Additional Space for the purpose for general office purposes, or (b) March 1, 2001. As of the date this Amendment has been executed by both
Landlord and Tenant, Tenant may enter the Additional Space for the sole purpose of

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causing the Tenant Improvements to be constructed. Upon such entry, all of Tenant's covenants and obligations under the Lease (except those regarding payment of rent) will be applicable to the
Additional Space.

5.Amendments to Basic Lease Provisions.Effective as of the Expansion Commencement Date, the following
Basic Lease Provisions will be amended as follows:

Item 1.

Description of Premises:The Premises contain an agreed area of 14,869 rentable square feet.Item 3.

Tenant's Share of Operating Expenses and Real Property Taxes:3.65%.Item 5.

Annual Base Rent:(a)

From the Expansion Commencement Date through August 31, 2001$386,594.00.(b)

From September 1, 2001 through August 31, 2003$401,463.00.(c)

From September 1, 2003 through August 31, 2005$416,332.00.(d)

From September 1, 2005 through August 31, 2007$431,201.00.Item 6.

Monthly Installments of Base Rent:(a)

From the "Expansion Commencement Date" through August 31, 2001$32,216.17.(b)

From September 1, 2001 through August 31, 2003$33,455.25.(c)

From September 1, 2003 through August 31, 2005$34,694.33.(d)

From September 1, 2005 through August 31, 2007$35,933.42.


6.Renewal Options.Paragraph 46.3 of the Lease is amended to read as follows:



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7.Right of First OfferSuite 250.So long as Tenant is not in default under the Lease, on
the terms and conditions set forth in this Paragraph 6, Tenant shall have a right of first offer to lease Suite 250 of the Building (which has an agreed rentable area of 2,290 square feet) when
it becomes available (the "Additional RFO Space"). Prior to leasing the Additional RFO Space to any third party, Landlord will first advise Tenant in
writing of the date the Additional RFO Space will be available for the commencement of tenant improvement work. Tenant shall have seven (7) business days after receiving such notice from
Landlord to notify Landlord in writing that Tenant desires to expand the Premises to include all of the Additional RFO Space. If Tenant does not timely notify Landlord of Tenant's desire to lease the
Additional RFO Space, Landlord shall be free to lease the Additional RFO Space to any person or entity on whatever terms or conditions Landlord desires. If Tenant timely notifies Landlord of Tenant's
desire to lease the Additional RFO Space, Landlord and Tenant shall promptly enter into a lease amendment adding the Additional RFO Space to the Premises. All of the terms and conditions of the Lease,
including the then rental rate per square foot and the term will be applicable to the Additional RFO Space. In addition, if the Additional RFO Space is added to the Premises, Tenant shall be entitled
to four (4) additional parking spaces.

8.Construction of Tenant Improvements.



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9.Parking.Eight (8) additional parking permits for unreserved parking will be allocated to
tenant. The total parking allocation will become thirty (30), which includes thirty (30) parking permits for unreserved monthly parking. Landlord also agrees that Tenant's customers shall be
entitled to fifteen (15) minutes of free parking in the Building parking garage.

10.Non-Renewal Fee.Paragraph 5 of the Fourth Amendment to the Lease is hereby
deleted and is now null and void.

11.Brokers.Tenant represents and warrants to Landlord it has dealt with no real estate brokers or
salespersons in connection with this Amendment, other than the property manager of the Building, Unico Properties, Inc. ("Manager"). Landlord
shall pay Manager such commissions as are due and payable to Manager in connection with this Amendment, as set forth in a separate agreement between Landlord and Manager. If any person or entity other
than Manager claims a real estate fee or commission or other such fee in connection with the subject transaction, and such claim is based on actual or alleged oral or written agreements or
understandings with Tenant, Tenant shall indemnify, defend and hold Landlord harmless from any such claims or demands (including attorneys' fees) incurred by Landlord as a result of any such claim or
demand.

12.No Other Changes.Except as specifically modified by this Amendment, all of the terms and
conditions of the Lease remain unchanged and in full force and effect. If any of the terms or conditions of the Lease conflict with any of the terms and conditions of this Amendment, this Amendment
will control.

| |  | LANDLORD:                                                                 
| |  | --------------------------------------------------------------------------
| |  | UNIVERSITY STREET PROPERTIES IV, LLC,
a Delaware limited liability company
| |  | By                                                                        
| |  |                                                                           

[Signature of Tenant on next page]

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| |  | TENANT:                                              
| |  | -----------------------------------------------------
| |  | PACIFICA BANK, a Washington state banking corporation
| |  | By                                                   
| |  | Name                                                 
| |  | Title                                                

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|STATE OF WASHINGTON |  | ) |  |    
|------------------- |  | - |  | ---
|                    |  | ) |  | ss.
|COUNTY OF KING      |  | ) |  |    

On
this27thday ofNovember, 2000, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn personally appearedDonald M. Wise, known to me to be the Senior Vice President
ofUNICO PROPERTIES, INC., managing agent ofUNIVERSITY STREET PROPERTIES IV, LLC,the limited
liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein
mentioned, and on oath stated that he was authorized to execute said instrument.

I
certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document.

WITNESS
my hand and official seal hereto affixed the day and year in the certificate above written.

|               |  | /s/ Elsbeth Wintermuth                                                 
|-------------- |  | -----------------------------------------------------------------------
|               |  |                                                                        
|               |  | Signature                                                              
|               |  | Elsbeth Wintermuth                                                     
|               |  | Print Name                                                             
|               |  | NOTARY PUBLIC in and for the State of Washington, residing at Bellevue.
|               |  | My commission expires 5-12-04.                                         
|(Notary Stamp) |  |                                                                        

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|STATE OF WASHINGTON |  | ) |  |    
|------------------- |  | - |  | ---
|                    |  | ) |  | ss.
|COUNTY OF KING      |  | ) |  |    

On
this17thday ofNovember, 2000, before me, the undersigned, a Notary Public in and
for the State of Washington, duly commissioned and sworn personally appearedJohn D. Huddleston, known to me to be the Senior Vice President/Chief Financial
OfficerofPACIFICA BANK, the Washington state banking corporation
that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said bank corporation, for the purposes therein mentioned, and on oath stated
that he/she was authorized to execute said instrument.

I
certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document.

WITNESS
my hand and official seal hereto affixed the day and year in the certificate above written.

|               |  | /s/ Michael G. Benoit                                                 
|-------------- |  | ----------------------------------------------------------------------
|               |  | Signature                                                             
|               |  | Michael G. Benoit                                                     
|               |  | Print Name                                                            
|               |  | NOTARY PUBLIC in and for the State of Washington, residing at Seattle.
|               |  | My commission expires 5-12-04.                                        
|(Notary Stamp) |  |                                                                       

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EXHIBIT A

FLOOR PLAN SHOWING ADDITIONAL SPACE

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