<PAGE>










                                LICENSE AGREEMENT


                                    BETWEEN


                            THE VONS COMPANIES, INC.


                                     AND


                          SOUTHERN CALIFORNIA BANK





                          DATED FEBRUARY 22, 1996




                                VONS #524
                        2101 WEST IMPERIAL HIGHWAY
                          LA HABRA, CALIFORNIA



<PAGE>


                                TABLE OF CONTENTS


RECITALS                                                                    5

AGREEMENTS                                                                  5

DEFINITIONS                                                                 5

DEFINITIONS                                                                 5

GRANT OF LICENSE                                                            6

TERM                                                                        6

USE                                                                         7

LICENSE FEE                                                                 7

EMPLOYEES                                                                   8

IMPROVEMENTS, ADDITIONS AND SIGNS                                           8

APPROVALS                                                                  10

MAINTENANCE AND REPAIR                                                     10

ADVERTISING, PROMOTION AND RELATED ACTIVITIES                              11

INSURANCE AND INDEMNIFICATION                                              12

TAXES                                                                      13

TERMINATION OF AGREEMENT BY VONS                                           14

TERMINATION OF AGREEMENT BY SCB                                            15

SURRENDER OF POSSESSION                                                    16



<PAGE>

DAMAGE TO PREMISES                                                         16

CONDEMNATION                                                               16

PEACEFUL POSSESSION                                                        17

ASSIGNMENT                                                                 17

REMODELING OR CLOSURE OF SUPERMARKET.                                      17

SECURITY                                                                   19

CONFIDENTIALITY                                                            19

NO PARTNERSHIP                                                             19

MORTGAGE SUBORDINATION                                                     19

HOLDING OVER                                                               19

DISCLAIMER                                                                 20

LAWS                                                                       20

WAIVER OF SUBROGATION                                                      20

WAIVER OF LIENS                                                            20

ENTIRE AGREEMENT                                                           21

CAPTIONS                                                                   21

LANGUAGE NOT CONSTRUED AGAINST EITHER PARTY                                21

SEVERABILITY                                                               22

GOVERNING LAW                                                              22

BINDING EFFECT                                                             22



<PAGE>


NOTICES                                                                    22

ATTORNEY'S FEES; EXPENSES                                                  23

NONWAIVER OF RIGHTS                                                        23

INTEREST ON OVERDUE OBLIGATIONS                                            23

RETAIL CLERKS UNION                                                        23


<PAGE>


                               LICENSE AGREEMENT



        THIS LICENSE AGREEMENT (this "AGREEMENT") is made and entered into as 
of the 22nd day of February, 1996, by and between THE VONS COMPANIES, INC., a 
Michigan corporation ("VONS") and SOUTHERN CALIFORNIA BANK, a California 
corporation ("SCB").
        
                                  RECITALS

        
        This Agreement is made with reference to the following facts:
        
        A.      SCB operates financial service facilities throughout the 
State of California.  VONS operates a chain of supermarkets throughout 
California and the State of Nevada.
        
        B.      VONS is the sublessee of certain real property upon which 
VONS will operate a supermarket facility.  SCB desires to occupy and utilize 
a portion of such supermarket to install, maintain, and operate a financial 
service facility, and VONS desires to permit such occupancy and use.
        
        NOW, THEREFORE,  in consideration of the mutual covenants and 
agreements contained herein, and for other good and valuable consideration, 
the receipt and adequacy of which is hereby acknowledged, VONS and SCB hereby 
agree as follows:
        
                                   AGREEMENTS


1.      DEFINITIONS

        For purposes of this Agreement, the following terms shall have the 
following meanings:

        (a)     "Automated Teller Machine" or "ATM" shall mean an electronic 
information processing device which accepts or dispenses cash in connection 
with a credit or deposit account, but shall not include any device used 
solely to facilitate check guarantees or check authorization, or used in 
connection with the acceptance or dispensing of cash on a person-to-person 
basis, such as by a store cashier.

        (b)     "Effective Date" shall mean February 22, 1996.

        (c)     "Financial Service Facility" or "FSF" shall mean a banking 
facility staffed with one (1) or more bank employees whose functions may 
include, without limitation, opening new deposit accounts insured by the 
Federal Deposit Insurance Corporation, accepting loan applications and 
performing customary teller transactions, such as cashing checks and taking 
deposits.  A FSF may or may not be equipped with an ATM, safe deposit boxes, 
vault, cash dispensers or a night depository.  A FSF may also offer such 
other products or services as may be permitted by applicable law and 
regulation, including, without limitation, insurance and investment services.


<PAGE>


        (d)     "License Fee" shall mean the fee set forth in Section 5 
hereof with respect to the Basic Term or any of the Renewal Terms, as the 
case may be.

        (e)     "Premises" shall mean that approximately five hundred (500) 
square foot portion of the Supermarket cross-hatched on Exhibit "A" attached 
hereto and incorporated herein by this reference.

        (f)     "Premises FSF"  shall mean the FSF located in the Premises 
and subject to this Agreement.

        (g)     "Property" shall mean that certain real property commonly 
known as 2101 West Imperial Highway, La Habra, California, as depicted on 
Exhibit "B" attached hereto and incorporated herein by this reference.  VONS 
subleases the Property pursuant to that certain Sublease dated as of February 
22, 1996 (the "Sublease") between Smith's Food & Drug Centers, Inc., as 
sublessor, and The Vons Companies, Inc., as sublessee, a short form of which 
as recorded on February 22, 1996 as Document No. 19960084574 in the Official 
Records of Orange County, California.

        (h)     "Supermarket" means the supermarket facility to be operated 
by VONS on the Property.

2.      GRANT OF LICENSE

        Commencing on the Effective Date, VONS grants to SCB and SCB's 
employees, customers and invitees, a limited, exclusive and revocable license 
("License") to use the Premises in accordance with the terms and conditions 
set forth herein.

3.      TERM

        (a)     BASIC TERM.  The "Basic Term" of this Agreement shall 
commence upon the Effective Date and shall continue for a period of three (3) 
years immediately following commencement of the Basic Term, subject to 
Section 20 below.

        (b)     Renewal Options.  Unless this Agreement has been sooner 
terminated pursuant to the terms hereof, SCB shall have the option (each such 
Option being herein referred to as a "Renewal Option") of extending the Basic 
Term for three (3) additional periods of five (5) years each (each a "Renewal 
Term"), by notifying VONS in writing no earlier than one hundred twenty (120) 
days and no later than sixty (60) days prior to the expiration of the Basic 
Term or Renewal Term then in effect.  Each Renewal Term shall be on the same 
terms and conditions as set forth herein, except for the License Fee, which 
shall calculated as set forth in Section 5 hereof.

        (c)     Regulatory Compliance.  Notwithstanding any other provision 
of this Agreement, if SCB elects not to extend the term of this Agreement or 
this Agreement is otherwise terminated for any reason, SCB shall take prompt 
action to obtain all necessary regulatory approvals for the closure or 
relocation of the Premises FSF and to proceed to close the Premises FSF and 
remove its improvements, signs and personal property from the Supermarket.  
Until all such regulatory approvals are obtained and the Premises FSF is 
closed, this Agreement shall continue on a month-to-month basis on the same 
terms and conditions as contained herein and at the License Fee applicable to 
the period immediately preceding SCB's election not to extend this Agreement 
or such other termination .



<PAGE>

4.      USE

        (a)     SCB shall have the right to occupy and use the Premises for 
the construction, operation, maintenance, repair and servicing of a FSF but 
for no other use.  SCB may provide or promote all financial services which 
are transacted or conducted by SCB in the operation of any of its other 
consumer and commercial banking facilities.

        (b)     Each party shall conduct its business at the Supermarket in a 
first-class and proper manner.  Each party agrees that it shall not 
unreasonably block or restrict the aisles or passageways of the other party, 
nor shall either party interfere with the other party's business.  VONS 
reserves the right to approve any of SCB's merchandising or advertising 
displays which are placed on the exterior walls of the Premises FSF exclusive 
of signage permitted in accordance with Section 7(f) hereof, such approval 
not to be unreasonably withheld or delayed.

        (c)     Subject to force majeure (as hereinafter defined) and the 
other provisions of this Agreement, following the Effective Date, the 
Premises FSF shall be open for business for a minimum of forty eight (48) 
hours a week allocated over seven (7) days; provided, however, that (i) the 
Premises FSF shall not be open less than four (4) hours on any given day; 
(ii) the hours of operation for the Premises FSF must be consistent with the 
operating hours of the Supermarket; and (iii) the hours of operation of 
active ATMs located in the Premises FSF shall not count toward this 
requirement.  Such minimum hours of operation shall be shortened for any week 
during which a "Bank Holiday" (as such term is customarily understood in the 
banking industry) occurs and any week during which the Supermarket is not 
open for business, and shall be subject to force majeure.  If a bank holiday 
is observed on a Friday or Monday with respect to a holiday occurring on a 
Saturday or Sunday, such adjustment may, at SCB's discretion, include either 
or both of such actual holiday and such bank holiday.  The operating hours of 
the Supermarket are currently scheduled to be 6:00 a.m. to midnight, seven 
(7) days a week; provided, however, that, subject to Section 20 hereof, such 
hours of operation are subject to change at any time at VONS' sole 
discretion, but the Supermarket will nevertheless remain open during any 
minimum hours required for operation of the Premises FSF by applicable 
regulatory authority (such hours are currently 10:00 a.m. to 3:00 p.m. on 
Mondays through Fridays, bank holidays excepted).  VONS shall immediately 
notify SCB of any change in the Supermarket's hours of operation and shall 
use reasonable efforts to give SCB thirty (30) days' notice prior to changing 
the hours of operations of the Supermarket.  SCB shall not be required to 
operate the Premises FSF during any hours when the Supermarket is not open 
for business.  Following the Effective Date, VONS and SCB shall implement a 
mutually agreeable procedure to allow SCB emergency access to the Premises 
during any hours when the Supermarket is not open for business.

        (d)     SCB shall offer services in the Premises FSF generally 
consistent with the services offered at other SCB full-service branches 
taking into account limitations in service due to the size of the Premises 
FSF.

5.      LICENSE FEE

        Commencing on the Effective Date and continuing throughout the term 
of this Agreement, SCB will pay rent ("License Fee") to VONS on or before the 
first day of each calendar month.  The License Fee for the first year of the 
Basic Term will be One Thousand Seven Hundred Fifty Dollars ($1,750) per 
month ($21,000 per year).  If the Effective Date is not the first day of a 
month, the License Fee will be prorated based on the number of days in that 
month and will be paid on the first day of the following month.  If the 
Agreement ends on the day that is not the last day of the month, License Fee 
will be prorated based on the number of days in that month.



<PAGE>


        The License Fee will be paid to VONS in lawful money of the United 
States of America at the address stated in Section 37 hereof.  VONS, or any 
successor in interest to VONS, may elect to have the License Fee paid to 
another payee or mailed to any other address, provided that VONS must give 
SCB written notice as to the payee and/or address to which the License Fee 
must be sent.

        Effective upon February 22, 1997, the License Fee shall be adjusted 
in accordance with the fee structure attached hereto as Schedule "1" 
("License Fee Adjustment").  The License Fee Adjustment (which shall 
determine the License Fee for the remainder of the Basic Term and the Renewal 
Terms) shall be based upon VONS' average weekly customer count for the 
Supermarket during the final twelve (12) full weeks of the first year of the 
Basic Term.

6.      EMPLOYEES

        (a)     SCB Shall be solely responsible for the hiring of its 
personnel and for the staffing of the Premises FSF at all times during the 
Basic Term and any Renewal Terms under this Agreement.  All persons employed 
by SCB in or about, or in connection with, the operation of the Premises FSF 
shall be SCB's employees for all purposes under this Agreement.  None of 
SCB's employees shall in any way be deemed to be employees, agents or 
representatives of VONS.

        (b)     VONS shall be solely responsible for the hiring of its 
personnel and for the staffing of the Supermarket at all times during the 
Basic Term and any Renewal Terms under this Agreement.  All persons employed 
by VONS in or about, or in connection with, the operation of the Supermarket 
shall be VONS' employees for all purposes under this Agreement.  None of 
VONS' employees shall in any way be deemed to be employees, agents or 
representatives of SCB.

        (c)     SCB and VONS shall each, at its own cost and expense, 
maintain workers' compensation coverage, unemployment compensation coverage 
and other insurance which may be required by law with respect to their 
respective employees.   SCB and VONS shall each be solely responsible for the 
payment of all salaries, compensation, withholding taxes, health and welfare 
benefits and other similar charges associated with the employment of their 
respective employees.   Should any such assessment be made against either 
party with respect to such party's employees, each party expressly agrees to 
indemnify the other and hold the other harmless from any such assessment or 
liability.  Compensation and benefits payable by SCB and VONS to or on 
account of their respective employees shall be proved by each party in 
accordance with such policies and procedures as each party, in its sole 
discretion, shall adopt, provided that all such compensation and benefits 
comply with all applicable state and federal laws.

        (d)     SCB shall comply with and abide by, and cause its employees 
to comply with and abide by, all reasonable rules and regulations adopted by 
VONS regarding safety, security, conduct and customer relations at the 
Supermarket, provided such rules and regulations are made available in 
advance to SCB and its employees at least three (3) business days in advance 
of the effectiveness thereof, and provided VONS' employees are also required 
to comply with and abide by such rules and regulations.



<PAGE>

        (e)     SCB's employees, whole working at the Premises FSF, shall be 
entitled to use all facilities in the Supermarket provided by VONS for the 
convenience of VONS' employees at the Supermarket including, but not limited 
to, toilet facilities, lunchrooms and breakrooms.

        (f)     SCB's employees shall not park their automobiles in the 
primary customer parking area as designated by VONS for the Supermarket, but 
shall park their automobiles only in locations designated by VONS, which 
locations shall be the same as those designated for parking by VONS' 
employees.

        (g)     SCB's employees and agents and employees of companies which 
manufacture or service the Premises FSF who are not SCB's employees or agents 
shall be granted access to the Premises for the purpose of servicing, 
maintaining and otherwise performing services I connection with the Premises 
FSF.  VONS agrees to cooperate with SCB so that SCB's employees or 
contractors shall have access to the Premises during periods of time in which 
the Supermarket may not be open for business.

7.      IMPROVEMENTS, ADDITIONS AND SIGNS

        (a)     Plans and Specifications.  Intentionally omitted.

        (b)     Construction.  SCB shall not engage in any substantial 
construction activities for the period from November 1 through January 1 with 
VONS' prior written consent (except for emergency repairs and required 
maintenance).  Construction shall be completed in accordance with all 
applicable laws and building codes and shall be completed in a good and 
workmanlike manner.  SCB shall not construct the Premises FSF in such a 
manner as to affect VONS' "Highly Protected Risk" ("HPR") insurance rating.  
VONS may, in its reasonable discretion,  limit SCB's construction time within 
the Supermarket so as to minimize any safety hazards to customers and 
employees and any disruption of VONS' operations in the Supermarket.  SCB 
shall schedule heavy construction prior to noon and light construction 
between noon and 6:00 p.m.  SCB  shall indemnify, defend and hold VONS 
harmless from and against any mechanics' liens and other liens or claims in 
connection with SCB's alterations and/or improvements.

        (c)     Fixtures, Equipment and Furnishings.   SCB at its sole cost 
and expense, shall furnish all fixtures, equipment and furnishings which it 
deems necessary or desirable for operation of the Premises FSF and shall pay 
any and all costs of modification of the Premises for the installation of 
such fixtures, equipment and furnishings.  SCB shall not make any 
modification or attach any substantial fixtures or equipment without VONS' 
prior written approval, which shall not be unreasonably withheld or delayed.  
Premises which may be necessary or required by reason of any law, rule, 
regulation or order promulgated by any governmental authority regulating SCB 
or the Premises.  However, if the scope of said alteration substantially 
alters the form and/or arrangement of the Premises FSF as provided in the 
Plans, either VONS or SCB may terminate this Agreements.

        (d)     Site Preparation Costs   SCB previously operated a banking 
facility in the Premises during the time the Property was operated as a 
supermarket by Smith's Food & Drug Centers, Inc. VONS and SCB acknowledge 
that the Premises FSF has already been constructed in the Premises and is 
currently being operated by SCB.  SCB accepts the Premises FSF in its "as is" 
condition.

        (e)     Construction Insurance.  SCB shall obtain or cause its 
general contractor to obtain, such insurance as will protect SCB and VONS 
from claims for property damage or personal injury bodily injury, including 
death which may arise in connection with SCB's construction work.  Such 
insurance shall be obtained from a financially


<PAGE>


responsible company which is licensed to do business as an insurance company 
in the State of California and shall name VONS as an additional insured.  
Such commercial general liability and property insurance shall be for limits 
of not less than One Million Dollars ($1,000,000) single limit bodily injury 
and property damage liability.  SCB shall furnish VONS with a certificate of 
insurance evidencing the issuance of the required insurance prior to the 
commencement of SCB's construction work.  

        (f)     Signage.         VONS shall permit SCB to place signs 
identifying its operations within the Supermarket in the vicinity of the 
Premises FSF, such signs being of such dimensions and such locations as shown 
in the Design Plans and as are consistent with any applicable governmental 
laws, rules and regulations.  Exterior signs shall be subject to the consent 
of any required parties pursuant to any existing ground leases, reciprocal 
easements, space leases, covenants, conditions and restrictions or other 
agreements relating to the Property and shall comply with the requirements of 
any governmental authority having appropriate jurisdiction.  All contractual 
approvals for such SCB signage shall be obtained by VONS but at no cost to 
VONS; all permits, variances or similar governmental entitlements necessary 
to allow SCB's placement of such signs shall be obtained by SCB at its sole 
cost and expense.  All SCB signage will be fabricated, installed and 
maintained at SCB's sole cost and expense and shall be consistent with 
current SCB signage standards.  Subject to any applicable governmental laws, 
rules or regulations, SCB may change its signage at any time with VONS' prior 
written consent, which shall not be unreasonably withheld or delayed; 
provided however, that SCB shall not need VONS' consent to change signage 
based upon a change in SCB's name or logo.

8.      APPROVALS

        VONS shall take reasonable steps to obtain the consent, where 
necessary, of any property manager or other entity, except governmental 
entities, required for the operation of the Premises FSF.   SCB shall 
procure, where necessary, any and all governmental permits, consents, 
licenses or other authorizations required for the operation of the Premises 
FSF at its sole cost and expense.  VONS agrees to cooperate with and assist 
SCB in obtaining approvals and permits in connection with the construction, 
installation, operation, relocation or discontinuance of the Premises FSF.  
If the necessary approvals and/or permits to construct, install and operate 
the Premises FSF are not obtained after reasonable efforts by VONS and/or 
SCB, either party may terminate this Agreement.

9.      MAINTENANCE AND REPAIR

        (a)     Obligations of SCB.  SCB shall, at its sole cost and expense, 
maintain the Premises as follows:

                (i)      SCB shall keep and maintain the Premises in good 
order and repair, including all equipment installed therein and all 
electrical or other transmission lines used by SCB for computer data 
processing and transmission;

                (ii)     SCB shall pay for telephone, data lines, or related 
services required for SCB's operations;

                (iii)            SCB shall provide all necessary janitorial 
services for the Premises; and

                (iv)     SCB shall maintain any glass windows which are 
installed  by SCB as part of the Premises FSF (excluding exterior glass 
windows of the Supermarket).



<PAGE>

        Notwithstanding the foregoing, SCB shall not be responsible for the 
maintenance of the Supermarket or the parking or common areas of the shopping 
center of which the Supermarket is a part.

        (b)     Obligations of VONS.  VONS shall, at its sole cost and 
expense, provide the following maintenance and services:

                (i)      VONS shall furnish from facilities presently 
existing at the Supermarket, all lighting, air conditioning, heating, and 
other utilities for the Premises, excluding telephone lines and services.  
However, VONS shall not be responsible for any additional electrical, 
heating, cooling, lighting and/or telephone equipment that may be required by 
SCB for SCB's operations;

                (ii)     If for any reason, not the fault of VONS, such 
utilities are suspended or discontinued, VONS shall not be liable to SCB for 
any interruption of its operations by reason of such suspension or 
discontinuance, but SCB shall be entitled to a proportionate abatement of the 
License Fee if the utilities servicing the Premises are suspended or 
discontinued for more than forty-eight (48) hours;

                (iii)    VONS shall keep and maintain the Supermarket, 
including, but not limited to, exterior glass windows, and toilet facilities 
in good order and repair, including, without limitation, plumbing and 
electrical equipment (with the exception of computer data processing and 
transmission lines used by SCB), heating, air conditioning, doors, windows 
and all other structural portions of the Supermarket (with exception of those 
structural portions installed or revised by SCB).  VONS shall also maintain,  
or cause to be maintained, the parking and common areas of the shopping 
center of which the Supermarket is a part;

                (iv)     VONS shall maintain the Supermarket free and clear 
of any sales items, fixtures, barriers, signs or other obstructions that 
would inhibit the ingress to and egress from the Premises FSF and shall, in 
all events, keep Supermarket free and clear of all items within a reasonable 
distance from the service counters in the Premises FSF.  VONS shall keep all 
exterior walls that are used by SCB for merchandising free and clear of all 
signs and fixtures; and

                (v)      Subject to SCB's security requirements as reasonably 
established, and upon not less than one (1) business day's prior notice 
(except in the event of an emergency ) VONS and/or its agents shall have the 
right to enter the Premises at any reasonable hour (or, in an emergency, at 
any hour), to perform an inspection or accomplish any other lawful purpose.

10.     ADVERTISING, PROMOTION AND RELATED ACTIVITIES

        (a)     Both VONS and SCB recognize that it is in their mutual best 
interest to promote jointly the business of each other at the Supermarket.  
Each party and its employees agree to cooperate with and promote the goodwill 
and business of the other party at the Supermarket, including, without 
limitations, working together in good faith to coordinate joint promotions 
for the Premises FSF and the Supermarket.

        (b)     Both VONS and SCB may, at their own expense, advertise the 
existence and location of the Premises FSF in such media and in such manner 
as each deems appropriate.  However, the prior approval of each party shall 
be obtained with regard to any advertisement that is to be transmitted by or 
appear in any medium that refers to both parties.



<PAGE>

        (c)     VONS and SCB shall at all times retain prior approval of any 
marketing or promotional advertisement by the other party which bears the 
other party's name, logo or trademark or those of any of the other party's 
fictitious business names.

        (d)     SCB and VONS acknowledge and agree that each party's 
trademarks and tradenames are solely the property of such party, 
respectively, and that this Agreement does not in any way grant to the other 
party the right to use same.  Full title and all rights with respect to such 
trademarks and tradenames shall be and remain the property of VONS and SCB, 
respectively.

        (e)     Subject to VONS' approval, which will not be unreasonably 
withheld or delayed, SCB may advertise or sell products or services outside 
the Premises FSF within the Supermarket itself.  SCB shall be responsible for 
any clean-up of the Supermarket associated with such sale of products or 
services.  VONS agrees that "silent radio" announcements broadcast in the 
Supermarket or in-store public address announcements will not promote 
depository institutions other than SCB.

        (f)     SCB personnel may canvass and distribute information 
regarding SCB's services in the Premises FSF in the aisles of the Supermarket 
as long as such personnel do not interfere with or otherwise disrupt VONS' 
customers while such customers are making buying decisions.  SCB shall be 
responsible for any clean-up of the Supermarket associated with such 
advertising or distribution of literature.

        (g)     SCB may promote the Premises FSF in selected SCB statement 
stuffers or messages sent to certain of SCB's branches as mutually agreeable 
to VONS and SCB.

        (h)     VONS and SCB shall develop and conduct cooperative grand 
opening promotional activities and offers.

        (i)     SCB shall have access to the intercom located in the 
Supermarket, proved that the use of such intercom shall be coordinated by the 
store manager and SCB's use of the intercom shall at all times be subject to 
the prior approval of the store manager, which approval shall not 
unreasonably withheld.  It is the parties' intention that the joint use of 
this intercom shall be to the benefit of both parties for the purpose of 
paging and announcing various specials being promoted by either party within 
the Supermarket.

11.     INSURANCE AND INDEMNIFICATION

        (a)     Personal Property Insurance.  SCB and VONS shall each carry 
its own personal property insurance.

        (b)     Liability Insurance.  SCB shall maintain in full force and 
effect during the term of this Agreement commercial general liability 
insurance including broad form blanket contractual coverage against claims 
for bodily injury, death and/or property damage occurring within or upon the 
Premises, which insurance shall afford "single occurrence" protection to at 
least a limit of Two Million Dollars ($2,000,000).  Such commercial general 
liability insurance shall name VONS as an additional insured as respects its 
interest in the Premises, shall provide that VONS shall receive thirty (30) 
days' prior written notice of any non-renewal, cancellation or material 
change in coverage under such policy, and shall state that the insurance 
coverage provided is primary and non-contributory as regards


<PAGE>

any other insurance carried by SCB.  SCB shall furnish VONS with a 
certificate of insurance evidencing the coverage required under this 
paragraph.

        (c)     Property Insurance.  VONS shall maintain in full force and 
effect throughout the term of this Agreement all risk property  insurance in 
an amount equal to the full replacement cost of the improvements now or 
hereafter located upon the Property.

        (d)     Self-Insurance.  SCB (or VONS) may elect at any time during 
the term of this Agreement not carry the commercial general liability 
insurance and all risk property insurance required by this Section 11 and to 
"self-insure" against such risks provided that (i) SCB (or VONS) has in 
effect for the benefit of its branches (or stores) a program of 
"self-insurance" against such risks, (ii) SCB (or VONS) has and maintains a 
net worth of at least Fifty Million Dollars ($50,000,000), and (iii) the 
failure to carry such insurance does not violate any law, statute, code, act, 
ordinance, order, judgment, decree, injunction, rule regulation, permit, 
license, authorization or other requirement which is issued by any government 
or governmental agency with jurisdiction over the Premises (or the Property) 
or which is applicable to SCB (or VONS) in the conduct of its business.

        (e)     Compliance with Regulations.  SCB and VONS shall each, at its 
own cost and expense, comply with all reasonable rules and orders of its 
insurance company or companies related to its respective operations in the 
Premises FSF and the Supermarket.

        (f)     Indemnification.  Subject to the provisions of Section 28, 
VONS and SCB hereby mutually agree to indemnify, defend and hold each other 
harmless from any and all claims, losses, expenses, actions or causes of 
action, including, but not limited to, reasonable attorneys' fees in defense 
thereof, arising from, or in connection with the negligence or willful 
misconduct of their employees, agents, representatives, contractors or any of 
them in performance of the terms of this Agreement.

12.     TAXES

        SCB shall be liable for all taxes assessed by any taxing authority 
(including sales taxes) which are attributable to SCB's operations at the 
Premises FSF and shall pay all personal property taxes assessed on SCB's 
fixture, equipment and machinery located in the Supermarket. SCB shall also 
pay any license or other fee incident to the conduct of its business whether 
billed directly to SCB or to VONS.  In the event that any unapportioned tax 
assessed against VONS includes SCB property, other than real estate taxes, 
SCB shall pay such portion of the tax as the value of such SCB property that 
was included in VONS' assessment at the time of the assessment bears to the 
total value of the property assessed in the Supermarket.

        Notwithstanding anything to the contrary contained in this Section 
12, SCB shall not be liable for any of the following taxes and/or assessments 
related to VONS' occupancy or use or ownership of the property:

                (a)      Personal property, fixture or equipment taxes 
assessed against VONS property;

                (b)      Franchise Taxes assessed against VONS;

                (c)      Taxes on VONS gross rents or profits;



<PAGE>


                (d)      Inheritance, state, gift, income, transfer or excess 
profit taxes assessed against VONS;

                (e)      Sales taxes payable by VONS; and

                (f)      Real property taxes and assessments, including, but 
not limited to, any fees, interest and penalties arising from any such tax or 
assessment, assessed against all or any portion of the Property and the 
improvements located thereon, including, but not limited to, any such taxes 
and assessments attributable to the Premises, the Premises FSF or any portion 
of either.


                In the event that any unapportioned property tax (other than 
a real property tax or assessment) is assessed against either party hereto 
and includes property owned by the other party hereto, VONS and SCB agree to 
cooperate to have the portion of such tax that relates to property owned by 
such other party assessed to such other party.  If VONS and SCB cannot 
convince the assessor to so reapportion such tax, the party owing the 
property so taxed agrees to pay to the party being assessed the portion of 
such tax relating to such property.

13.     TERMINATION OF AGREEMENT BY VONS

        Notwithstanding any provision of this Agreement (but subject to 
Sections 3(c) and 27 hereof) or any implied covenant to the contrary, VONS 
shall have the right to terminate this Agreement upon thirty (30) days' 
written notice to SCB in the event of any of the following occurrences:

        (a)     SCB's failure to make any payment of the License Fee required 
hereunder when the same is due, and SCB's failure to cure such default within 
ten (10) days following written notice thereof by VONS to SCB;

        (b)     SCB's failure to make any payment required hereunder (other 
than a payment of the License Fee) when the same is due and SCB's failure to 
cure such default within thirty (30) days following written notice thereof by 
VONS to SCB except to the extent that SCB provides VONS with written notice 
prior to the expiration of said thirty (30) -day period that SCB disputes 
VONS' calculation or other determination of the amount of any such payment 
and thereafter proceeds in good faith to promptly resolve said dispute;

        (c)     A non-monetary default under this Agreement which is not 
timely cured by SCB.  SCB shall not be in default under this Section 13(c) if 
SCB cures such non-monetary default within a period of thirty (30) days after 
receipt of written notice thereof from VONS to SCB.  If the default is of 
such a nature that the same cannot be rectified or cured within said thirty 
(30) days period, then such default shall be deemed to be rectified or cured 
if SCB shall, within the thirty (30) day period, commence to rectify and cure 
the same and shall thereafter complete such rectification and cure with due 
diligence;

        (d)     SCB's failure, after the Effective Date, to operate the 
Premises as a FSF for any reason (except during a temporary closure of the 
Supermarket as set forth in Section 20 (a), hereof), as a result of "force 
majeure" (as hereinafter defined), or during a strike, boycott, lockout or 
other labor disturbance which, in SCB's reasonable determination, would 
endanger SCB's employees or customers for seven (7) consecutive days during 
VONS' normal operating business hours provided that the Supermarket has been 
operating for such seven (7) day period;



<PAGE>

        (e)     SCB's (i) failure to maintain, at a minimum, the following 
banking services at the FSF:  opening new deposit accounts insured by the 
Federal Deposit Insurance Corporation, accepting loan applications and 
performing customary teller transactions, such as cashing checks and taking 
deposits which continues after VONS has give ten (10) days' written notice of 
such service deficiencies to SCB and SCB has failed to cure same or (ii) 
SCB's substantial modification of the consumer and commercial banking format 
of the Premises FSF;

        (f)     VONS' closure of the Supermarket (subject to the provisions 
of Section 20 (c) below:

        (g)     Anything in this Agreement to the contrary notwithstanding, 
in the event that SCB is closed, or taken over by the authority of the United 
States, or other government supervisory authority, VONS may terminate this 
Agreement only with the concurrence of such governmental authority or other 
supervisory authority, and any such authority shall in any event have the 
election either to continue to terminate this Agreement; provided, however, 
that in the event this Agreement is terminated in whole or in part, the 
maximum claim of VONS for damages or indemnity for injury, resulting from the 
rejection or abandonment of the remaining term of this Agreement shall in no 
event be in an amount exceeding the License Fee reserved hereunder for the 
Premises affected, without acceleration, for the year next succeeding the 
date of re-entry into the Premises by VONS, whichever occurs first, whether 
before or after the closing of the Premises FSF, plus an amount equal to the 
unpaid License Fee accrued without acceleration, up to such date; and

        (h)     The termination of VONS' Sublease for the Property.

14.     TERMINATION OF AGREEMENT BY SCB

        Default.         Notwithstanding any provision of this Agreement (but 
subject to Sections 3(c) and 27 hereof) or any implied covenant the contrary, 
SCB shall have the right to terminate this Agreement upon thirty (30) days' 
written notice to VONS in the event of any of the following occurrences:

        (a)     VONS failure to make any payment required hereunder when the 
same is due, and VONS' failure to cure such default within thirty (30) days 
following written notice thereof by SCB to VONS except to the extent VONS 
provides SCB with written notice prior to the expiration of said thirty 
(3)-day period that VONS disputes SCB's calculation or other determination of 
the amount of any such payment and thereafter proceeds in good faith to 
promptly resolve said dispute;

        (b)     A non-monetary default under this Agreement which is not 
timely cured by VONS.  VONS shall not be in default under this Section 14(b) 
if VONS cures such non-monetary default within a period of thirty (30) days 
after receipt of written notice thereof from SCB to VONS.  If the default is 
of such a nature that that the same cannot be rectified or cured within said 
thirty (30)-day period, then such default shall be deemed to be rectified or 
cured if VONS shall, within the thirty (30)-day period, commence to rectify 
and cure the same and shall thereafter complete such rectification cure with 
due diligence; and

        (c)     VONS' substantial modification of the retail supermarket 
format of the Supermarket (i.e., from a retail supermarket to a "warehouse" 
club format).  Notwithstanding the foregoing, VONS shall have the express 
right to add or remove any departments, features or services as VONS deems 
desirable in its reasonable business judgment to operate a retail supermarket 
in the Supermarket.



<PAGE>

15.     SURRENDER OF POSSESSION

        (a)     Possession.      Subject to the provisions of Section 3(c) 
and Section 27 hereof, upon the effective date of any termination of this 
Agreement, SCB shall surrender peaceful possession of the Premises to Vons 
and shall, at its expense, remove any and all alterations, additions or 
improvements (with exception of major structural modifications made by SCB) 
which SCB has made to the Premises and restore the Premises to as good a 
condition as it received same, loss or damage by fire and ordinary wear and 
tear from reasonable use excepted.

        (b)     Fixtures.        The parties agree that all fixtures, 
furnishings, machinery and equipment placed in or on the Premises by or 
through SCB shall be the property of SCB and shall be removed by SCB at the 
termination of this Agreement.

16.     DAMAGE TO PREMISES.

        If by fire or other casualty, the Premises and/or the Supermarket are 
destroyed or damaged to the extent that SCB is deprived of occupancy or use 
of the same, and if such damage or destruction can be repaired within ninety 
(90) days from the date of such damage or destruction, VONS shall promptly 
restore the Premises and the Supermarket and SCB shall restore the Premises 
FSF to substantially the same condition as existed before such damage or 
destruction.   The License Fee payable by SCB hereunder shall be equitably 
abated to the extent that SCB is unable to occupy and use the Premises.

        In the event such damage or destruction cannot be repaired within 
ninety (90) days, VONS shall notify SCB as soon as practicable whether (i)  
VONS has elected to repair and rebuild the Supermarket as may be permitted 
pursuant to the terms of the VONS Sublease, or (ii) VONS has elected not to 
rebuild the Supermarket and to terminate the VONS Sublease. If VONS has 
elected to rebuild the Supermarket, SCB shall provide VONS with written 
notice no later than thirty (30) days after receipt of VONS' notice whether 
or not SCB desires to reopen the Premises FSF in the Supermarket.  If SCB 
desires to reopen the Premises FSF, this Agreement shall continue in effect 
and the License Fee payable by SCB hereunder shall be equitably abated to the 
extent that SCB is unable to occupy and use the Premises.  If (i) VONS elects 
not to rebuild the Supermarket or if (ii) SCB elects not to reopen the 
Premises FSF, this Agreement shall terminate effective as of the date of such 
damage or destruction.

17.     CONDEMNATION

        All awards made by reason of condemnation shall be made to VONS and 
SCB shall assign to VONS all of its right, title and interest in and to such 
award.  VONS shall, however, pay to SCB any portion of an award which may be 
allocable to permanent improvements to the Supermarket made by SCB.  Also, if 
any award includes an amount of compensation for moving fixtures, SCB will be 
entitled to recover out of the award SCB's actual cost of removing its 
fixtures. Notwithstanding the foregoing, SCB shall be entitled to any award 
intended to compensate SCB for expenses of locating and moving SCB's 
operations to a new space.  Nothing contained in this paragraph shall 
preclude SCB from filing a separate claim against the condemning authority 
for the undepreciated value of it leasehold improvements and relocation 
expenses, provided that any award to SCB will not result in a diminution of 
an award to VONS.



<PAGE>

        If the Supermarket, the Premises or any portion thereof is taken or 
condemned by any competent authority so as to prevent SCB from conducting its 
operations in substantially the same manner as theretofore conducted, this 
Agreement shall terminate.

18      PEACEFUL POSSESSION

        So long as SCB performs its obligations under this Agreement, SCB 
shall have peaceful and uninterrupted possession of the Premises during the 
term of this Agreement, except by reason of force majeure.  The "force 
majeure" as applied to  a party to this Agreement shall mean acts of God, 
strikes, boycotts, explosions, sabotage, accidents, riots or civil commotion, 
acts of war, fire or other casualty, or other cause or causes beyond such 
party's reasonable control.

19.     ASSIGNMENT

        The obligations of, and services to be provided by, each party 
hereunder are considered to by unique and have been specifically bargained 
for based upon subjective criteria by each party. Therefore, this Agreement 
and the rights and obligations set out hereunder shall not be assigned 
subleased, licensed, or delegated, in whole or in part, by either party 
without the prior written consent of the other party, which consent shall be 
in the party's sole and absolute discretion.  Notwithstanding the foregoing, 
either party may, whether by assignment, or transfer by operations of law, 
transfer its rights, obligations, duties and benefits under this Agreement to 
a parent, wholly-owned subsidiary of affiliated entity of the transferring 
party, to a successor by merger or consolidation, or to an entity which 
acquires substantially all of the assets of the transferring entity in the 
county in which the Supermarket is located; provided, however, that the 
transferee agrees in writing, for the benefit of the non-transferring party, 
to be bound by the duties and obligations of the transferring party under 
this Agreement.

        In the event VONS sells, leases, subleases, assigns or otherwise 
transfers it interest in the Supermarket to an entity ("Transferee") other 
than a parent, subsidiary or affiliated entity of VONS (including, but not 
limited to, a partnership of which VONS is a majority owner), this Agreement 
shall terminate upon sixty (60) day's written notice by VONS to SCB, subject 
to Section 3(c) and Section 27 hereof.  Notwithstanding the foregoing, this 
Agreement shall not terminate in the event of a sale/leaseback transaction 
with respect to the supermarket, so long as the Supermarket continues to be 
operated under the "VONS" name.

        Upon notice by VONS of termination pursuant to the foregoing 
paragraph, subject to Section 3(c) and section 27 hereof, SCB shall vacate 
the Premises in accordance with the provision of Section 15 of this 
Agreement, except that the Premises shall be vacated within thirty (30) days 
of receipt of such notice unless a longer period is required under federal or 
state law.  In addition , all electrical lines shall be capped and labeled 
and not be visible to the sales area of the Supermarket.

20.     REMODELING OR CLOSURE OF SUPERMARKET.

        (a)     Remodel of Supermarket; Relocation of Premises FSF.  In the 
event VONS, in its sole discretion, finds it desirable to remodel or enlarge 
the Supermarket, the Premises FSF may be moved from the Premises to a 
location within the Supermarket mutually satisfactory to SCB and VONS.   If 
remodeling occurs during the Basic Term or the first Renewal Term, the 
relocation of the Premises FSF shall be completed at VONS' cost and expense, 
which cost and expense shall include, but not limited to, remodeling 
construction and utility hook-ups.  If the


<PAGE>

remodeling occurs during the second or third Renewal Term, the relocation of 
the Premises FSF shall be completed at the cost and expense of the party 
initiating such relocation, which cost and expense shall include, but not be 
limited to, remodeling, construction and utility hook-ups. VONS shall use its 
best efforts to avoid relocating the Premises FSF from its initially approved 
Premises.  The various options shall be reviewed by the parties prior to such 
relocation being undertaken.

        (b)     Remodel or Renovation of Supermarket.  Except for temporary 
closures which result from fire or other casualty, VONS shall give SCB at 
least ninety (90) days' written notice ("remodel Notice") in the event that 
VONS temporarily closes the Supermarket for remodeling purposes.  The Remodel 
Notice shall describe in reasonable detail the extent of such renovation or 
remodeling and the estimated time schedule for completion.

        If the Supermarket is temporally closed, VONS shall reimburse SCB for 
(i)  all reasonable costs incurred by SCB for (1) temporary replacement 
facilities in the event the Premises FSF will be closed from more than two 
(2) days (unless SCB can relocated into a nearby SCB branch facility) and 
relocation expenses incurred by SCB in connection with temporarily relocating 
the Premises FSF or (2) construction, and relocation expenses incurred by SCB 
in temporarily relocating the branch with the Supermarket (if the parties 
mutually agree to such relocation), as the case may be and (ii) all 
reasonable costs incurred by SCB for any required notification to customers 
or governmental authorities with respect to the temporary closure of the 
Premises FSF.

        If SCB, in its reasonable discretion, believes such renovation work 
will make it impractical to fully operate the Premises FSF for a period in 
excess of thirty (30) days (or for an aggregate of fifty (50) days over any 
three (3)-month period), SCB will have the right to terminate this Agreement 
and to treat such renovation or remodeling as a "Closure of Supermarket by 
VONS" in accordance with Section 20(c) below.

        If SCB does not elect to terminate this Agreement as provided in the 
immediately preceding paragraph, VONS will use it best efforts to perform 
such renovation or remodeling in accordance with the Remodel Notice and in a 
manner to minimize the disruption of SCB's operation of the Premises FSF.  
During any such renovation, the License Fee will be equitably abated to 
reflect any suspension or disruption of the Premises FSF operation.

        (c)     Closure of Supermarket by VONS.   SCB acknowledges and agrees 
that nothing contained in this Agreement shall obligate VONS to continue its 
retail operation at the Supermarket.  If VONS desires to cease its retail 
operation at the Supermarket, VONS shall provide SCB with ninety (90) days' 
written notice of its intent to cease operations and the estimated date of 
closure of the Supermarket ("Notice of Closure").  SCB acknowledges that the 
Notice of Closure is confidential and proprietary to VONS.  Accordingly, 
except for disclosure required by law (including notices to consumers) and 
disclosures to key employees of SCB, SCB shall keep the Notice of Closure 
confidential until it files an application to its regulators for relocation 
or closure of the Premises FSF.  SCB, at a time and in a manner approved by 
VONS, may notify its employees and the public at large of the contemplated 
closure of the Supermarket.

        If the Supermarket is closed or is to be relocated in another 
building in the same trade area, SCB shall have the option of terminating 
this Agreement or relocating the Premises FSF in the new store under the same 
terms and conditions as proved under this Agreement at the time of such 
relocation.  If SCB elects to relocate the Premises FSF, such relocation 
shall be at SCB's cost and expense.

21.     SECURITY


<PAGE>

        (a)     SCB shall have the right, and VONS shall have no obligation, 
to provide security for the Premises.   SCB shall have the right to have an 
unarmed security guard in the Premises FSF at all times.  With VONS' prior 
written consent, which consent shall be unreasonably withheld or delayed, SCB 
may install such electronic surveillance equipment, security devices, gates 
and other security equipment within the Premises as SCB deems necessary.

        (b)     VONS shall have the right, and SCB shall have no obligation, 
to provide security for the Supermarket and the rest of the Property 
excluding the Premises FSF.

        (c)     SCB hereby releases VONS from any claims, loss or damage that 
SCB might sustain by reason of a robbery or attempted robbery of or theft or 
attempted theft from the Premises FSF or the Supermarket unless perpetrated 
by an employee or agent of VONS.  VONS  hereby releases SCB from any claims, 
loss or damage that VONS might sustain by reason of a robbery or attempted 
robbery of or theft or attempted theft from the Premises FSF or the 
Supermarket unless perpetrated by an employee or agent of SCB.  VONS and SCB 
agree that any armored car companies utilized by either VONS or SCB are not 
agents of VONS or SCB, respectively, for the purpose of the foregoing 
reciprocal releases.

22.     CONFIDENTIALITY

        Each party acknowledges that in connection with this Agreement or in 
the performance hereof, it has or will come into possession or knowledge of 
material and information which is proprietary to the other party.  Each 
party, therefore, agrees to hold such material and information in strictest 
confidence, not to make use thereof except in the performance of this 
Agreement, and not to release or disclose it to any other party with the 
exception of the parties' parent companies, subsidiaries, affiliates, 
attorneys, auditors and except as may be required by law.  The obligations of 
each party under this Section shall survive the termination of this Agreement.

23.     NO PARTNERSHIP

        This Agreement does not constitute a joint venture partnership or 
employer-employee relationship between SCB and VONS.

24.     MORTGAGE SUBORDINATION

        Upon written request of VONS, SCB agrees to subordinate its rights 
under this Agreement to the liens of any mortgages or security agreements 
that are presently or may hereafter be placed upon the Property and to any 
and all advances to be made thereunder, and all renewals, replacements and 
extensions thereof.

25.     HOLDING OVER

        Any holding over after the expiration of the Basic Term or any 
Renewal Term of this Agreement with VONS consent shall be construed to be an 
arrangement from month to month on the same terms and conditions, which, 
subject to Sections 3(c) and 27 hereof, either party may terminate with a 
thirty (30)-day written notice.

26.     DISCLAIMER



<PAGE>

        This Agreement shall not constitute a deed or grant of easement, and 
shall not be deemed an easement by virtue of any work performed by the 
parties hereto.

27.     LAWS

        SCB shall comply with all applicable laws, ordinances, regulations 
and recorded restrictions affecting the use or occupancy of the Premises and 
in the conduct of its business operations.  VONS shall comply with all 
applicable law, ordinance, regulations and recorded restrictions affecting 
the use or occupancy of the Property and in the conduct of its business 
operations.

        VONS recognizes and agrees that all of SCB's covenants and 
obligations hereunder, including, but not limited to, the establishment, 
maintenance, closure, relocation and hours of operation of the Premises FSF 
and any ATM are at all times subject to SCB's obtaining the consent or 
approval of all state and federal regulatory agencies now or hereafter 
empowered to regulate SCB and it business operations.

28.     WAIVER OF SUBROGATION

        Both parties wish to eliminate (i)  any cause of action which either 
party may have against the other because of negligence, and the resulting 
loss to property which is required to be insured in accordance with this 
Agreement (whether or not self-insured) and (ii) the right of either party to 
assign any cause of action by way of subrogation, to any insurance company 
carrying fire and extended coverage polices on their respective properties.  
Therefore, it is agreed that:

        (a)     Notwithstanding any other provision of this Agreement to the 
contrary (including, without limitation, Section 11(f) hereof), each party 
expressly waives every claim which arises or may arise in its favor and 
against the other party during the term of this Agreement for any and all 
loss of or damage to any of its property located within or upon the 
Supermarket and/or Premises, which loss or damage is required to be insured 
in accordance with this Agreement.  The waiver contained in this Section 28 
(a) shall be effective whether  such loss or damage is actually insured or 
self-insured pursuant to the terms of this Agreement.

        (b)     Each party agrees to give to each insurance company which has 
issued to it policies of fire and extended coverage insurance written notice 
of the terms of this mutual waiver and to have said insurance polices 
properly endorsed (if necessary) to prevent the invalidation of said 
insurance coverage by reason of said waiver (and if requested in writing) to 
give to the other party a certificate from its insurance company to that 
effect.

29.     WAIVER OF LIENS

        (a)     Waiver of Liens Against Depositor's Property.  VONS hereby 
waives any lien for the payment of rent by SCB or the performance of any 
other obligation of SCB under this Agreement ("VONS Lien") with respect to 
any property of any depositors of SCB, any property or contents contained in 
safe deposit boxes and any cash deposit, securities or security instrument 
deposited by customers of SCB.



<PAGE>

        (b)     Waiver of Liens Against SCB's Property.  VONS hereby 
subordinates any VONS Lien in its favor to any perfected security interest or 
lease in favor of SCB's creditors that secures or evidences financing of any 
furniture, fixtures or equipment of SCB located from time to time in the 
Premises, provided that SCB provides VONS with a copy of any such security 
interest or lease.'

30.     BANKRUPTCY

        The following shall be an Event of Bankruptcy under this Agreement: 

        (a)     Either party becoming insolvent, as that term is defined in 
Title 11 of the United States Code, entitled Bankruptcy, 11 U.S.C. Sec. 101 
et seq. (the "Bankruptcy Code"), or under the insolvency laws of any State, 
District, Commonwealth or Territory of the United States ("Insolvency Laws");

        (b)     The appointment of a receiver or custodian for a substantial 
portion of either party's property or assets;

        (c)     The filing of a voluntary petition under the provisions of 
the Bankruptcy Code or Insolvency Law:

        (d)     The filing of an involuntary petition against either party as 
the subject debtor under the Bankruptcy Code or Insolvency Laws, which is 
either not dismissed within thirty (30) days of filing, or results in the 
issuance of an order for relief against the debtor, whichever is later; or

        (e)     Either party making or consenting to an assignment of the 
benefit of creditors or common law composition of creditors;

        Upon occurrence of an Event of Bankruptcy, subject to Section 3(c) 
and 27 hereof, the party not causing the Event of Bankruptcy ("Solvent 
Party") shall have the right to terminate this Agreement by written notice 
thereof.  If the Solvent Party elects to terminate this Agreement, everything 
contained in this Agreement to be done and performed by the Solvent Party 
shall cease without prejudice as of the termination date of this Agreement.

31.     ENTIRE AGREEMENT

        The parties agree that this Agreement and any exhibits attached 
hereto set forth all the promises, agreements and understandings between them 
with respect to SCB's right to install, operate and maintain the Premises FSF 
at the Supermarket.  It is further agreed that any amendment or modification 
to this Agreement shall not be binding unless such amendment or modification 
is reduced to writing and signed by both parties.

32.     CAPTIONS

        The captions of the several Sections of this Agreement are not part 
of the context hereof and shall be ignored in construing  this Agreement.  
They are intended only as an aid in locating various provision hereof.

33.     LANGUAGE NOT CONSTRUED AGAINST EITHER PARTY



<PAGE>

        The language of all the parts of this Agreement shall be construed 
simply and according to its fair meaning and shall not be construed either 
for or against either party.

34.     SEVERABILITY

        Each provision contained in the Agreement shall be independent and 
severable from all other provisions contained herein, and the invalidity of 
any such provision shall in no way affect the enforceability of other 
provisions.

35.     GOVERNING LAW

        This Agreement is deemed to have been executed in the State of 
California, and it is agreed that any controversy or claim arising from or 
related in any way to this Agreement shall be governed and controlled by the 
laws of the State of California.

36.     BINDING EFFECT

        This Agreement shall be binding upon and shall inure to the benefit 
of VONS and SCB and their respective legal representatives, successors and 
permanent assigns.

37.     NOTICES

        a)      All notices required or permitted hereunder shall be in 
writing and signed by a duly authorized representative of the party making 
the same.  All notices shall be deemed effective when delivered personally or 
to Federal Express Corporation or similar overnight delivery service or two 
(2) business days following deposit in the United States mail, registered or 
certified, return receipt requested, postage or overnight delivery charge 
prepaid, addressed as follows:

                (i)      If to VONS, then to:

                         The Vons Companies, Inc.
                         618 Michillinda Avenue
                         Arcadia, California  91007-1734
                         Attention:   Legal Department

                         
                         The License Fee shall be payable to:
                         
                         The Vons Companies, Inc.
                         P.O. Box 12109
                         Los Angeles, California  90074-2109

                (ii)     If to SCB, then to:

                         Southern California Bank
                         3800 East La Palma Avenue


<PAGE>

                         P.O. Box  19049
                         Anaheim, California  92817-9049
                         Attention:   Mr. David A. McCoy
                                      Executive Vice President


        (b)     The names and addresses for the purpose of this Section may 
be changed by giving written notice of such change in the manner herein 
provided for giving notice.  Unless and until such written notice is actually 
received, the last name and address stated by written notice or provided 
herein, if no such written notice of changes has been received, shall be 
deemed to continue in effect for all purposes hereunder.

38.     ATTORNEY'S FEES; EXPENSES

        If any legal action is instituted under this Agreement, the 
prevailing party shall be entitled to recover all costs incurred therein or 
in any ancillary proceeding or on appeal, including, but not limited to, 
reasonable attorneys' fees and expenses, in addition to any other relief 
granted.

39.     NONWAIVER OF RIGHTS

        Unless herein expressly proved to the contrary, if either party 
elects to terminate this Agreement as set forth herein, such election shall 
not be deemed a waiver of any right which such party may have at law or in 
equity against the other party for any breach of this Agreement.

40.     INTEREST ON OVERDUE OBLIGATIONS

        Any amount due hereunder which is not paid when due shall bear 
interest at the "Interest Rate" from the date of delinquency to  and 
including the date of payment.  The "Interest Rate" shall mean three (3) 
percentage points over the discount rate announced from time to time by the 
Federal Reserve Bank, San Francisco, California.  In no event shall the rate 
of interest hereunder be greater than the highest rate then allowable by law. 
 An installment of the License Fee shall be considered past due ten (10) days 
following notice of nonpayment thereof by VONS to SCB; any other amount 
required to be paid hereunder shall be considered past due thirty (30) days 
following notice of nonpayment thereof by the party of whom such payment is 
due to the other.

41.     RETAIL CLERKS UNION

        VONS employs members of the United Food and Commercial Workers Union 
(the "Union") for its supermarket operations.  Should (i)  the Union assert 
that Section 6 of this Agreement violates VONS' collective bargaining 
agreement contract with the Union or that any SCB employees, agents, or 
representative are deemed to be part of VONS' collective bargaining agreement 
contract with the Union and such assertion is a condition to the negotiation 
of such collective bargaining agreement or (ii) the Supermarket or Premises 
FSF be subjected to handbilling, picketing, works stoppages, or other 
economic action which is directly related to Section 6 of this Agreement or 
(iii) any successor union with jurisdiction over VONS' supermarket operations 
make an assertion similar to that set forth in subsection (i)  above, either 
VONS or SCB shall have the right to terminate this Agreement.


<PAGE>

        IN WITNESS WHEREOF, the parties have executed this Agreement as of 
the date first set forth above.

VONS:                                THE VONS COMPANIES, INC.
                                     a Michigan corporation


                                     By: /s/
                                         -------------------------------
                                     Print Name: Donald J. Howard
                                                 -----------------------
                                     Title: SR. Vice President
                                            ----------------------------



SCB:                                 SOUTHERN CALIFORNIA BANK
                                     a California banking corporation

                                     By: /s/
                                         -------------------------------
                                     Print Name: David A. McCoy
                                                 -----------------------
                                     Title: EVP & COO
                                            ----------------------------


<PAGE>



                                  SCHEDULE  "1"

                              LICENSE FEE STRUCTURE

                           Supermarket Banking Facility
                                    Vons #216
                          8010 East Santa Ana Canyon Road
                             Anaheim Hills, California



Vons's Average Customer Count
During Final 12 Weeks of Each
Year of Renewal Terms
                                        ANNUAL LICENSE FEE DURING RENEWAL TERMS

<TABLE>
<CAPTION>
                                        Years       Years
                                        1 & 2      3,4 & 5
                                       of First    of First      Second       Third
                                        Renewal     Renewal      Renewal      Renewal
                                         Term        Term         Term         Term
                                       --------     --------     -------      -------
<S>                                   <C>          <C>          <C>        <C>
Less than 10,000 customers per week:   $15,000      $18,000      $23,000   $23,000 plus
                                                                             annual 4%
                                                                             increase

10,000 to 14,999 customers per week:   $18,000      $21,000      $26,000    $26,000 plus
                                                                              annual 4%
                                                                              increase

15,000 to 19,999 customers per week:   $21,000      $24,000      $29,000    $29,000 plus
                                                                              annual 4%
                                                                              increase

20,000 to 24,999 customers per week:   $25,000      $28,000      $33,000    $33,000 plus
                                                                              annual 4%
                                                                              increase

25,000 or more customers per week:     $30,000      $33,000      $38,000    $38,000 plus
                                                                              annual 4%
                                                                              increase
</TABLE>