Exhibit 99.156

                              SHOPPING CENTER LEASE

                                 BY AND BETWEEN



                              L & H PROPERTIES LLC

                                   AS LANDLORD


                                       AND



                                North Valley Bank

                                    AS TENANT

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                                TABLE OF CONTENTS
                                -----------------

                                                                            PAGE
                                                                            ----

1.      DEFINITIONS............................................................1

2.      LEASE OF PREMISES......................................................6
        2.1.  Lease and Hiring
        2.2.  Reservation by Landlord
3.      TERM...................................................................6
        3.1.  Duration; Effective Date
        3.2.  Certificate
        3.3.  Termination for Delay
        3.4.  Termination for Insufficient Gross Sales
        3.5.  Holding Over
        3.6.  Options to Extend
               3.6.1.  Grant of Options
               3.6.2.  Manner of Exercise
               3.6.3.  Terms and Rent
               3.6.4.  Determination of Rent
               3.6.5.  Landlord's Initial Determination
               3.6.6.  Arbitration
        3.7.  Extension of Existing Lease

4.      RENT...................................................................8
        4.1.  Fixed Minimum Rent
        4.2.  Percentage Rent (Not Used)
        4.3.  Additional Rent
        4.4.  Late Charge

5.      PERMISSIBLE USE; TENANT'S CONDUCT OF BUSINESS; EXCLUSIVES..............9
        5.1.  Use; Trade Name
        5.2.  Operating Covenant & Landlord Recapture Right
        5.3.  Insurance Requirements; Compliance With Laws
        5.4.  Use Limitations and Requirements
               5.4.1   Tenant's Conduct of Business
               5.4.2   Prohibited Uses and Other Tenant's Exclusives
        5.5.  Tenant's Exclusive

6.      INSURANCE.............................................................12
        6.1.  Tenant's Insurance
               6.1.1.  Liability Insurance
               6.1.2.  Plate Glass Insurance
               6.1.3.  Insurance on Fixtures
               6.1.4.  Workers Compensation Insurance
        6.2.  Landlord's Insurance

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        6.3.  Policy Requirements
        6.4.  Blanket Coverage
        6.5.  Waiver of Subrogation

7.      TAXES.................................................................14
        7.1.  Tenant's Payment of Common Taxes
        7.2.  Tenant's Payment of Taxes on Premises

8.      CONSTRUCTION..........................................................15
        8.1.  Initial Construction
        8.2.  Landlord's Work
        8.3.  Landlord's Plans
        8.4   Tenant's Plans and Specifications
        8.5   Tenant's Work
        8.6.  Acceptance of Premises
        8.7   Tenant Payment for Landlord's Work

9.      REPAIRS AND MAINTENANCE; ALTERATIONS..................................17
        9.1.  By Landlord
        9.2.  By Tenant
        9.3.  Alterations by Tenant
        9.4.  Construction Requirements
        9.5.  Mechanics' Liens

10.     UTILITIES.............................................................19

11.     ADVERTISING, SIGNS AND DISPLAYS.......................................20
        11.1.  Signs and Other Advertising Media
        11.2.  Exterior Displays; Illumination of Window Displays
        11.3.  Advertising and Promotion
               11.3.1. Shopping Center Promotions
               11.3.2. Promotion Fee
               11.3.3. Christmas Promotions

12.     COMMON AREA...........................................................21
        12.1   Maintenance and Repair
        12.2.  Payment by Tenant of Proportionate Share
               12.2.1. Method of Payment
               12.2.2  Prorations
        12.3.  Non-Exclusive Rights in Common Area; Rules and Regulations
        12.4.  Receiving and Deliveries
        12.5.  Tenant Parking
        12.6.  Changes to Shopping Center

13.     ASSIGNMENT AND SUBLETTING.............................................23
        13.1.  Landlord Consent Required

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        13.2.  Rent
        13.3.  Payment of Consideration to Landlord
        13.4.  Parameters of Landlord's Consent
        13.5.  Other Terms and Conditions
        13.6.  Landlord Rights and Remedies
        13.7.  Scope of Assignment or Subletting
               13.7.1. General
               13.7.2. Permitted Transfers
        13.8.  Encumbrances

14.     ACCESS................................................................26
        14.1.  Access to Premises
        14.2.  Excavations
        14.3.  Access for Prospective Tenants

15.     EMINENT DOMAIN........................................................27
        15.1.  Entire or Substantial Taking
        15.2.  Partial Taking
        15.3.  Disposition of Award
        15.4.  Further Assurance
        15.5.  Tenant Waivers

16.     DAMAGE OR DESTRUCTION.................................................28
        16.1.  Landlord to Rebuild
        16.2.  Landlord's Options to Terminate
        16.3.  Tenant's Option to Terminate
        16.4.  Extent of Landlord's Repair and Rebuilding Obligations
        16.5.  Tenant Waivers

17.     WAIVER OF CLAIMS; INDEMNITY...........................................30
        17.1.  Waiver of Claims
        17.2.  Landlord's Indemnity
        17.3.  Tenant's Indemnity

18.     NOTICES...............................................................30
        18.1.  Procedure
        18.2.  Multiple Tenants

19.     DEFAULT AND REMEDIES..................................................31
        19.1.  Notice to Tenant
               19.1.1. Vacation or Abandonment
               19.1.2. Nonpayment of Money
               19.1.3. Other Obligations
               19.1.4. No Notice
        19.2.  Landlord's Remedies
        19.3.  Damages Upon Termination

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        19.4.  Computation of Rent and Other Amounts for Purposes of
               Default
        19.5.  Waiver of Statutory Notice Periods
        19.6.  Landlord's Right to Perform on Tenant's Breach
        19.7.  Receiver
        19.8.  Landlord's Defaults
               19.8.1. Notice and Cures; Landlord's Liability
               19.8.2. Limitations on Tenant's Remedies
        19.9.  Waiver; Remedies Cumulative
        19.10. Interest
        19.11. No Accord and Satisfaction
        19.12. Waiver of Right of Redemption

20.     SUBORDINATION AND ATTORNMENT; ESTOPPEL CERTIFICATES...................36
        20.1.  Subordination
        20.2.  Attornment by Tenant
        20.3.  Subordination to Covenants and Easements
        20.4.  Estoppel Certificates

21.     SECURITY DEPOSIT......................................................37
        21.1.  Amount
        21.2.  Restoration of Security Deposit
        21.3.  Transfer by Landlord

22.     SURRENDER OF PREMISES ON TERMINATION..................................38
        22.1.  Condition of Premises
        22.2.  Effect of Surrender on Subleases

23.     SALE OF PREMISES BY LANDLORD..........................................38

24.     BROKERS...............................................................39

25.     HAZARDOUS MATERIALS...................................................39
        25.1.  Landlord's Obligations
               25.1.1. Landlord's Representations
               25.1.2. Indemnification
        25.2.  Tenant's Obligations
               25.2.1. Covenants
               25.2.2. Indemnification

26.     GENERAL PROVISIONS....................................................40
        26.1.  No Partnership
        26.2.  Binding on Successors
        26.3.  Attorneys' Fees
        26.4.  Governing Law
        26.5.  Force Majeure
        26.6.  Construction and Interpretation

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        26.7.  Entire Agreement; Amendment
        26.8.  References
        26.9.  Warranty of Authority
        26.10. Severability
        26.11. Tenant Signatures in Connection with Financing
        26.12. Other Tenancies
        26.13. Time of Essence
        26.14. Peace & Private Enjoyment

Signature Page ...............................................................43



LIST OF EXHIBITS

Exhibit A-1:          Site Plan of Shopping Center
Exhibit A-2:          Detail of Premises
Exhibit B:            Legal Description of Shopping Center
Exhibit C:            Landlord's Work Letter
Exhibit D:            Tenant's Work Letter
Exhibit E:            Existing Shopping Center Exclusives
Exhibit F:            Prohibited Uses in the Shopping Center
Exhibit G:            Rules and Regulations of Shopping Center


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                              SHOPPING CENTER LEASE
                              ---------------------

         THIS SHOPPING CENTER LEASE (the "Lease") is made and entered into as of
February , 2008, by L&H PROPERTIES, LLC, a California limited liability company
(EIN: 68-0414056), hereinafter referred to as ("Landlord"), and NORTH VALLEY
BANK, a California corporation (EIN: 94-2814061), hereinafter referred to as
("Tenant").

         IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED
HEREIN, THE PARTIES AGREE AS FOLLOWS:

1.       DEFINITIONS
         -----------

Certain terms used in this Lease and Exhibits hereto shall have the meaning set
forth below for each such term. Certain other terms shall have the meaning set
forth elsewhere in this Lease and the Exhibits hereto.

         1.1. Building: The building to be constructed in which the Premises are
situated is shown on Exhibits A-1 and A-2.

         1.2. Common Area: All areas and facilities within the Shopping Center
not appropriated to the exclusive occupancy of tenants, including the Parking
Area, sidewalks, pedestrian ways, driveways, signs, service delivery facilities,
common storage areas, common utility facilities and all other areas in the
Shopping Center established by Landlord for non-exclusive use, as shown on
Exhibit A-1 in gray.

         1.3. Common Area Maintenance Costs: The total of all costs and expenses
paid or incurred by Landlord in connection with the operation, maintenance,
ownership and repair of the Common Area. Without limiting the generality of the
foregoing, Common Area Maintenance Costs include all costs of and expenses for:
(i) maintenance and repairs of the Common Area; (ii) resurfacing, resealing,
remarking, painting or restriping the Parking Area; (iii) maintenance and repair
of all public or common facilities and installations such as public toilets,
music program equipment and loudspeakers, customer accommodation facilities and
similar installations; (iv) maintenance and repair of sidewalks, curbs, paving,
walkways, Parking Area, Shopping Center signs, landscaping, planting and
irrigation systems, trash facilities, lighting, drainage and common utility
facilities, directional or other signs, markers and bumpers; (v) all charges,
wages, salaries, benefits and payroll burden fees of all parties (including
affiliates of Landlord) providing services for the maintenance and repair of the
Shopping Center, and for security personnel retained by Landlord in connection
with the operation and maintenance of the Common Area (although Landlord shall
not be required to obtain or provide security services); (vi) maintenance and
repair of security systems and alarms; (vii) depreciation or amortization (or in
lieu thereof, rental payments) on all tools, equipment and machinery used in the
operation and maintenance of the Common Area; (viii) premiums for the insurance
carried by Landlord pursuant to Section 6.2 and for Commercial General Liability
Insurance, casualty insurance, workers compensation insurance or other insurance
on the Common Area or Shopping Center, or any portion thereof or interest
therein; (ix) Taxes and all personal property or real property taxes and
assessments levied or assessed on the Shopping Center, or any portion thereof or
interest therein; (x) cleaning, collection, storage and removal of trash,

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rubbish, dirt and debris, and sweeping and cleaning the Common Area; (xi)
maintenance, repair and replacement of Christmas decorations; and (xii)
servicing and maintaining and monitoring any fire sprinkler system; (xiii) a
Management Administrative Fee or Management Fee equal to a percentage of CAM
charges, excluding taxes and insurance; and (xiv) any alterations, additions or
improvements required to be made to the Common Area in order to comply with
applicable laws, ordinances, rules, regulations or governmental or regulatory
orders and all capital improvements required to be made in connection with the
operation, maintenance and repair of the Common Area, provided that the cost of
the foregoing items, plus Interest, shall be amortized over the useful life of
the alteration, addition or improvement in question and included in Common Area
Maintenance Costs for each year over which such costs are amortized. However,
notwithstanding the foregoing, Common Area Maintenance Costs shall not include
the cost of or expenses for the following: (a) leasing commissions, attorneys'
fees or other costs or expenses incurred in connection with negotiations or
disputes with other tenants of the Shopping Center, or legal fees incurred in
connection with this Lease; (b) depreciation of buildings in the Shopping
Center; (c) payments of principal, interest, late fees, prepayment fees or other
charges on any debt secured by a mortgage covering the Shopping Center, or
rental payments under any ground lease or underlying lease; (d) any penalties
incurred due to Landlord's violation of any governmental rule or authority (but
not excluding the cost of compliance therewith, if such cost is chargeable to
Tenant pursuant to this Lease); (e) any excess portion of an expense
representing an amount paid to a related corporation, entity, or person which is
unreasonable and in excess of the amount which would be paid in the absence of
such a relationship; and (f) all costs and expenses associated with the removal
and clean up of hazardous waste or toxic substances, not caused by Tenant, its
employees, subcontractors, suppliers, etc., or which existed at the Shopping
Center prior to the date of this Lease.

         1.4. CPI: The Consumer Price Index, All Items, for the San
Francisco-Oakland-San Jose Area, All Urban Consumers, published by the Bureau of
Labor Statistics of the United States Department of Labor (1982-1984 equals
100). If the Base Year of the CPI is changed, then all calculations pursuant to
this Lease, which require the use of the CPI shall be made by using the
appropriate conversion factor published by the Bureau of Labor Statistics (or
successor agency) to correlate to the Base Year of the CPI herein specified. If
no such conversion factor is published, then Landlord shall, if possible, make
the necessary calculation to achieve such conversion. If such conversion is not
in Landlord's judgment possible, or if publication of the CPI is discontinued,
or if the basis of calculating the CPI is materially changed, then the term
"CPI" shall mean (i) comparable statistics on the cost of living, as computed by
an agency of the United States Government performing a function similar to the
Bureau of Labor Statistics, or (ii) if none, by a substantial and responsible
periodical or publication of recognized authority most closely approximating the
result which would have been achieved by the CPI, as may be determined by
Landlord in the exercise of its reasonable good faith business judgment.

         1.5. Environmental Laws: All statutes, ordinances, orders, rules and
regulations of all federal, state or local governmental agencies relating to the
use, generation, manufacture, installation, Release, discharge, storage or
disposal of Hazardous Materials.

         1.6. Event of Default: The occurrence of any of the following:

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                  (a) Vacation or Abandonment. Except as set out in Section 5.2,
         vacation or abandonment of the Premises for a continuous period in
         excess of ten (10) calendar days prior to the end of the first lease
         year, except at no time will it be deemed a vacation or abandonment of
         the Premises where the Tenant is not fully operational as a result of a
         Force Majeure event.

                  (b) Nonpayment of Money. Failure to pay when due Fixed Minimum
         Rent, Percentage Rent or any other charge or sum due and payable by
         Tenant under this Lease.

                  (c) Prohibited Assignment or Subletting. The making by Tenant
         of any assignment or sublease in contravention of the terms and
         conditions of Article 13.

                  (d) Insolvency. The admission by Tenant in writing of its
         inability to pay its debts as they become due; the filing by Tenant of
         a petition seeking any reorganization, arrangement, composition,
         readjustment, liquidation, dissolution or similar relief under any
         present or future statute, law or regulation, the filing by Tenant of
         an answer admitting or failing timely to contest a material allegation
         of a petition filed against Tenant in any such proceedings or, if
         within thirty (30) days after the commencement of any proceeding
         against Tenant seeking any reorganization, arrangement, composition,
         readjustment, liquidation, dissolution or similar relief under any
         present or future statute, law or regulation, such proceeding shall not
         have been dismissed; the appointment of a receiver or trustee to take
         possession of all or substantially all of the assets of Tenant; a
         general assignment by Tenant for the benefit of creditors; any action
         or proceeding commenced by Tenant under any insolvency or bankruptcy
         act or under any other statute or regulation having as its purpose the
         protection of creditors, or any such action commenced against Tenant
         and not discharged within thirty (30) days after the date of
         commencement; or the attachment, execution or other judicial seizure of
         all or substantially all of Tenant's assets or the Premises, if such
         attachment or other seizure remains undismissed or undischarged for a
         period of ten (10) days after the levy thereof.

                  (e) Other Obligations. Failure to perform any other term,
         obligation, covenant or agreement under this Lease.

         1.7. Gross Leasable Area: The number of square feet of all areas in the
Shopping Center appropriated to the exclusive use or occupancy of Shopping
Center tenants or owner/occupants, whether or not such areas are actually leased
or occupied, measured from the exterior surface of exterior walls (and
extensions thereof for openings), and/or from the center line of party or common
walls or demising partitions.

         1.8. Gross Sales: Not Used.

         1.9. Hazardous Materials: Petroleum, asbestos, polychlorinated
biphenyls, radioactive materials, radon gas or any chemical, material or
substance defined as or included in the definition of "hazardous substances",
"hazardous wastes", "hazardous materials", "extremely hazardous waste",
"restricted hazardous waste" or "toxic substances", or words of similar import,
under any applicable laws, including but not limited to, Federal Water Pollution
Act, as amended (33 U.S.C. ss. 1251 et seq.), the Resource Conservation and
Recovery Act, as amended (42 U.S.C. ss. 6901 et seq.), the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended (42

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U.S.C. ss. 9601 et seq.), the Hazardous Materials Transportation Act, as amended
(49 U.S.C. ss. 1801 et seq.), Federal Insecticide, Fungicide and Rodenticide Act
(7 U.S.C. ss. 136 et seq.), ss.ss. 24316, 25115, 25117, 25122.7, 25140, 25249.8,
25281 and 25501 of the California Health and Safety Code, ss. 2782.6(d) of the
California Civil Code, and ss. 12000 et seq. of the California Code of
Regulations, Division 2, Title 22.

         1.10. Interest: The prime rate as published in the Wall Street Journal
plus four (4%) percent per annum, but not to exceed the maximum rate allowed by
applicable law. Such rate shall be subject to adjustment at the beginning of
each month. Should the Wall Street Journal cease publication of such prime rate,
then the interest rate used throughout this Lease shall be based on a comparable
publication which provides a composite prime rate of similar value to the rate
that would have been printed in the Wall Street Journal if it were published.

         1.11. Lease Year: Each period during the Term commencing on January 1
and ending on December 31 next succeeding, except that the first Lease Year
shall commence on the first day of the Term and end on December 31 next
succeeding, and the last Lease Year shall end on the last day of the Term;
provided, however, that Landlord shall have the right to designate Lease Years
on a different basis (i.e., other than a calendar year basis), upon thirty (30)
days' prior written notice to Tenant.

         1.12. Management Fee: A fee equal to ten percent (10%) of Tenant's
Proportionate Share of the total Common Area Maintenance Costs for the Lease
Year in question (excluding taxes), payable monthly, as compensation to Landlord
for its internal administration and overhead costs incurred in the operation and
management of the Common Area hereunder.

         1.13. Parking Area: All Common Area (except sidewalks and service
delivery facilities) now or hereafter designated by Landlord for the parking or
access of motor vehicles, including roads, traffic lanes, vehicular parking
spaces, landscaped areas and walkways.

         1.14. Percentage Rent: Not Used.

         1.15. Premises: The space, containing approximately one thousand three
hundred (1,300) square feet of Gross Leasable Area (the building area) plus an
additional area not subject to rent (but subject to CAM, Insurance and Tax
allocations) of approximately 788 square feet for a covered drive up facility
attached to the building, located on the Harris Street Side of the Shopping
Center substantially where shown on Exhibit A-1. The Premises shall have
dimensions substantially as depicted on Exhibit A-2. In the event that Landlord
subdivides the Shopping Center such that the Premises is located on a separate
parcel from the Shopping Center as defined below, Landlord shall assure that
such transaction does not diminish Tenant's right of enjoyment and use as
guaranteed by this Lease. Furthermore, Landlord shall execute, simultaneously
with the subdivision, any required and permitted easements for ingress, egress,
parking, utilities and drainage between the resulting contiguous parcels such
that Tenant and its customers shall not be negatively impacted by the
subdivision. If Landlord pursues a subdivision, Tenant shall cooperate with any
amendment or signatures required by that process without being unreasonably
withheld, conditioned, or delayed.

         1.16. Proportionate Share: Unless otherwise specified in this Lease,
whenever Tenant is required to pay its Proportionate Share, such Proportionate
Share shall be the ratio (expressed as a percentage) which the number of square

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feet of Gross Leasable Area in the Premises bears to the total number of square
feet of constructed Gross Leasable Area in the Shopping Center; however, if
portions of the Shopping Center are taxed, maintained or in some other way
managed or treated separately with respect to costs of which Tenant is to pay a
portion, then the denominator used for calculating Tenant's Proportionate Share
shall be the total number of square feet of constructed Gross Leasable Area
contained in that portion of the Shopping Center in which the Premises are
included for purposes of such taxes, maintenance or other matters. For example,
if certain portions of the Shopping Center were separately assessed for tax
purposes, then the denominator used for Tenant's Proportionate Share would be
the total number of square feet of constructed Gross Leasable Area contained in
that Shopping Center property which is included in the same tax bill as the
Premises.

         1.17. Release: As used in Article 25 ("Hazardous Materials"), disposal
or placement or existence of any Hazardous Materials in, on, about or under the
Premises or Shopping Center in violation of any Environmental Laws.

         1.18. Rent: Fixed Minimum Rent and all other sums and amounts payable
by Tenant hereunder as additional rent.

         1.19. Rent Commencement Date: Rent shall commence the earlier of (i)
the date Tenant opens to the public in the Premises or (ii) sixty (60) days
after the Term Commencement Date.

         1.20. Security Deposit: Deleted.

         1.21. Shopping Center: The real property shown on Exhibit A-1 as an
existing shopping center, together with all improvements from time to time or at
any time located thereon. The Shopping Center does not include the Winco
Building, the Safeway Building or the Triplex Building (containing at the time
of this Lease, Provident Central Credit Union and Happy Donuts) and, therefore,
such properties are not affected by this Lease. Landlord may subdivide the
Shopping Center as provided in the definition of Premises above.

         1.22. Taxes: The following: (i) all real estate taxes and assessments
and all other taxes relating to or levied, assessed or imposed on the Shopping
Center or any portion thereof or interest therein; (ii) all other taxes,
assessments, charges, levies, fees or penalties, general or special, ordinary or
extraordinary, unforeseen as well as foreseen, of any kind and nature imposed,
levied, assessed, charged, conformed or collected by any governmental authority
or other entity either directly or indirectly (A) for public improvements, user,
maintenance or development fees, services, or benefits, (B) upon or with respect
to the development, possession, leasing, operation, management, maintenance,
alteration, repair, use or occupancy of, or business operations in, the Shopping
Center, (C) upon, against or measured by the area of the Shopping Center or uses
made thereof or leases made to tenants thereof, and (D) for environmental
matters or as a result of the imposition of mitigation measures, including
parking taxes, employer parking regulations, or fees, charges or assessments as

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a result of the treatment of the Shopping Center, or any portion thereof or
interest therein, as a source of pollution or storm water runoff; (iii) any tax
or excise, however described, imposed in addition to, or in substitution
partially or totally of, any or all of the foregoing taxes, assessments, charges
or fees; and (iv) any and all costs, expenses and attorneys' fees paid or
incurred by Landlord in connection with any proceeding or action to contest in
whole or in part, formally or informally, the imposition, collection or validity
of any of the foregoing taxes, assessments, charges or fees. If by law any Tax
may be paid in installments at the option of the taxpayer, then Landlord shall
include within Taxes hereunder only those installments (including interest, if
any) which would become due by exercise of such option. Taxes shall not include:
(i) any taxes, assessment fees or charges for which Tenant is directly
responsible under Section 7.2, (ii) Landlord's local, state or federal net
income taxes, (iii) Landlord's sales or excise taxes, unless the same are levied
in lieu of real estate taxes or in lieu of an increase in said taxes, (iv)
Landlord's franchise taxes, gift, estate, succession, inheritance or transfer
taxes, (iii) late payment charges and penalties incurred by Landlord, and (iv)
taxes in excess of the amount paid by Landlord.

         1.23. Term Commencement Date: The Term shall commence upon delivery of
Premises to Tenant with Landlord's Work, as defined in Section 8.2,
substantially complete.

         1.24. Term Expiration Date: The last day of the one hundred eightieth
(180th) full calendar month after the Rent Commencement Date.

2.       LEASE OF PREMISES
         -----------------

         2.1. Lease and Hiring. On the terms and conditions contained herein,
Landlord leases the Premises to Tenant and Tenant leases the Premises from
Landlord.

         2.2. Reservation by Landlord. Landlord reserves the use of the roof,
and the area beneath the floor of the Premises, and the right to install,
maintain, use and replace ducts, wires, conduits and pipes in and through the
Premises in locations which will not materially interfere with Tenant's use of
the Premises.

3.       TERM
         ----

         3.1. Duration; Effective Date. The term of this Lease (the "Term")
shall be for that period commencing on the Term Commencement Date and ending on
the Term Expiration Date (unless sooner terminated as provided in this Lease).
The terms, covenants and conditions of this Lease shall be effective as of the
date hereof.

         3.2. Certificate. Within thirty (30) days following the Rent
Commencement Date, Tenant shall execute and deliver to Landlord a certificate
setting forth the Term Commencement Date, the Rent Commencement Date and the
Term Expiration Date. Tenant's failure to deliver the certificate hereunder
shall not affect the Term Commencement Date, the Rent Commencement Date nor the
Term Expiration Date.

         3.3. Termination for Delay. Tenant shall have the right to terminate
this Lease if the Premises are not ready for Tenant's Work by December 31, 2008
provided Tenant gives Landlord prior written notice of not less than fifteen

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(15) days. Should Landlord's work be substantially complete prior to the
expiration of said notice period, Tenant's termination notice shall be null and
void and the Lease shall remain if full effect, else it shall terminate at the
end of said notice period. Landlord shall have the right, by written notice to
Tenant, to terminate this Lease, without any liability or obligation to Tenant,
in the event of any of the following: (i) Tenant has not commenced "Tenant's
Work" in the Premises pursuant to Exhibit D within ninety (90) days after
Landlord delivers possession of the Premises to Tenant; or (ii) Tenant fails to
prosecute diligently Tenant's Work to substantial completion in accordance with
Exhibit D, except where the delay is caused for reasons beyond Tenant's control.
In the event of termination hereunder by Tenant, Landlord shall return to Tenant
any security deposit paid by Tenant, without interest. In the event of
termination hereunder by Landlord, Landlord shall be entitled to keep any
security deposit paid by Tenant, along with interest, if any. Upon termination
hereunder, Landlord and Tenant shall be released from all obligations or
liabilities to the other hereunder not accrued as of the date of termination
except for those obligations which expressly survive termination or cannot be
performed until after termination.

         3.4. Termination for Insufficient Gross Sales. Not Used.

         3.5. Holding Over. If Tenant should remain in possession of the
Premises after the expiration of the Term with the express written consent of
Landlord and without executing a new lease, then such holding over shall be
deemed a tenancy from month-to-month, subject to all conditions, provisions and
obligations of this Lease, except that the Fixed Minimum Rent then in effect
shall be increased to an amount equal to one hundred fifty percent (150%) of
such Fixed Minimum Rent.

         3.6. Options to Extend.

                  3.6.1. Grant of Options. Landlord hereby grants to Tenant two
         (2) separate, successive options to extend the Term of this Lease. Each
         option shall be for an additional term of five (5) years and shall
         commence upon the expiration of the Term or previous option term, as
         the case may be. Each option is expressly conditioned upon Tenant's not
         being in default under any term or condition of this Lease after the
         expiration of any applicable cure period granted by this Lease, either
         at the time an option is exercised or at the time the option term in
         question would commence.

                  3.6.2. Manner of Exercise. Tenant may exercise each option
         only by giving Landlord written notice not less than two hundred
         seventy (270) days prior to the expiration of the then existing term of
         this Lease. If Tenant fails to exercise any such option prior to such
         270-day period, then such option automatically shall lapse and
         thereafter Tenant shall have no right to exercise such option or any
         other remaining options.

                  3.6.3. Terms and Rent. If an option is exercised, then the
         Fixed Minimum Rent for the Premises shall be as defined in Section 4.1.
         All other terms and conditions of the Lease, as amended from time to
         time by the parties in accordance with the provisions of the Lease,
         shall remain in full force and effect and shall apply during each
         option term.

                  3.6.4. Determination of Rent. Not Used.

                                  Page 7 of 43
<PAGE>

                  3.6.5. Landlord's Initial Determination. Not Used.

                  3.6.6. Arbitration. Not Used.

         3.7. Extension of Existing Lease. Landlord and Tenant are currently
operating under a lease dated July 1, 1998 for Space 35 in the Eureka Mall which
is set to expire on June 30, 2008, the "Existing Lease.") The Existing Lease
shall be automatically extended until such time as Tenant is open for business
in the Premises provided the following provisions are met by Tenant:

                  (a)      Tenant has provided Tenant's Preliminary Space Plan
         to Landlord on a timely basis as required by Exhibit D;

                  (b)      Tenant is using best efforts to complete Tenant's
         Work and to open to the public in the Premises;

                  (c)      Fixed Minimum Rent related to the Existing Lease is
         increased by five (5%) percent over the current rent, effective the end
         of the term of the Existing Lease, and;

                  (d)      Tenant is open for business in the Premises no later
         than one hundred twenty days (120) from the date Landlord Delivers the
         Premises to Tenant for Tenant to begin Tenant's Work, except that if
         Tenant is delayed from opening for business for reasons beyond the
         control of Tenant, the time shall be extended for up to an additional
         thirty (30) days..

Should any of these conditions not be met, the Existing Lease shall terminate as
originally provided and Tenant shall promptly and completely vacate the premises
defined in the Existing Lease.

4.       RENT
         ----

         4.1. Fixed Minimum Rent. Commencing on the Term Commencement Date,
Tenant shall pay Landlord "Fixed Minimum Rent" in the amounts set forth below:

         Year         Annual/SF     Monthly Rent     Annual Rent
--------------------------------------------------------------------------------
         Year 1       $ 57.00       $ 6,175.00       $74,100.00

         Years 2-15   Annually increase the then existing Fixed Minimum Rent by
                      three (3%) percent.

         Option 1 (years 16 - 20)      The initial increase for Year 16 shall be
                                       the then existing Fixed Minimum Rent
                                       increased by the greater of three (3%)
                                       percent or the increase in the CPI from
                                       Year 1 through Year 15 as it would have
                                       been applied to the Year 1 Rent through


                                  Page 8 of 43
<PAGE>

                                       Year 15 and with no other rent adjustment
                                       during that period of time. Beginning
                                       Year 17, Fixed Minimum Rent shall
                                       increase annually by three (3%) percent.

         Option 2 (years 21-25)        Annually increase the then existing Fixed
                                       Minimum Rent by three (3%) percent.

The "Years" referred to above are consecutive 12-month periods commencing on the
Term Commencement Date (including as the first "month" in the first Year any
partial calendar month at the beginning of the Term). Fixed Minimum Rent shall
be paid in equal monthly installments, without notice, deduction or offset, in
advance on or before the first day of each month during the Term; provided,
however, if the Rent Commencement Date is not the first day of a calendar month,
then Tenant shall pay to Landlord, on the Rent Commencement Date, a pro rata
portion of the Fixed Minimum Rent for such partial calendar month, prorated
based on a 30-day month.

         4.2. Percentage Rent. Not Used.

         4.3. Additional Rent. For all purposes under this Lease, all sums and
other amounts payable by Tenant to Landlord or otherwise hereunder which are not
specifically denominated as "rent" shall be payable as and shall be deemed to be
additional rent. Such sums and amounts shall be payable as and when provided
under this Lease, unless no date is specified, in which case such sums shall be
payable together with each installment of Fixed Minimum Rent payable hereunder.

         4.4. Late Charge. Tenant hereby acknowledges that late payment by
Tenant to Landlord of Rent and other sums due under this Lease will cause
Landlord to incur additional costs not contemplated by this Lease, the exact
amount of which will be extremely difficult or impossible to ascertain. Such
additional costs include processing and accounting charges and late charges
which may be imposed upon Landlord by the terms of any mortgage or deed of trust
covering the Premises. Therefore, if any installment of Rent or any other sum
due from Tenant shall not be received by Landlord within ten (10) days after the
date that such amount is due, Tenant shall pay to Landlord a late charge equal
to ten percent (10%) of the overdue amount. The parties hereby acknowledge,
warrant and represent that such late charge represents a fair and reasonable
estimate of the costs Landlord will incur by reason of late payment by Tenant.
Acceptance of such late charge by Landlord shall in no event constitute a waiver
of an Event of Default with respect to such overdue amount or prevent Landlord
from exercising any or all of the other rights and remedies granted under this
Lease. Landlord may, as a matter of convenience, provide to Tenant from time to
time billings or invoices for Rent or other sums due under this Lease, but
Tenant's failure to receive any such billing or invoice, or Landlord's omission
or cessation of any such billing or invoice shall not excuse Tenant's obligation
for the timely payment of Rent and other sums due in accordance with this Lease.

5.   PERMISSIBLE USE; TENANT'S CONDUCT OF BUSINESS; EXCLUSIVES
     ---------------------------------------------------------

         5.1. Use; Trade Name. Tenant shall use the Premises solely for the
following purpose: The operation of a Retail Bank as further defined in Section
5.5 below. Tenant shall conduct its business in the Premises only under the

                                  Page 9 of 43
<PAGE>

trade name of "North Valley Bank" or such other name as Tenant may select and
use in a majority of Tenant's other banking facilities in the state in which the
Shopping Center is located and also provided, such new name does not conflict
with the trade name of any other tenant in the Shopping Center.

         5.2. Operating Covenant and Landlord Recapture Right. Tenant shall
remain open for business continuously and uninterruptedly during the first Lease
Year, during all usual banking hours.

Tenant shall occupy and use the entire Premises for the purpose or purposes
specified herein and shall fully merchandise and staff the Premises (except
during times when the Premises may be untenantable by reason of fire or other
casualty), subject only to the provisions of this Article 5. Tenant shall at all
times employ its best judgment, efforts and abilities to operate its business on
the Premises in a professional manner that does not detract from the reputation
and attractiveness of the Shopping Center. Tenant shall continue to operate its
business to the extent reasonably practicable during any period of
reconstruction, remodel or repair. After the first Lease Year, Tenant may cease
operating in the Premises. If Tenant does cease operating in the Premises, for
reasons other than Force Majeure, at any time thereafter and such closure
continues for sixty (60) consecutive calendar days, Landlord shall have the
right to terminate this Lease by written notice to Tenant. The termination
notice shall specify a termination date not less than thirty (30) nor more than
ninety (90) days after the date of the termination notice; provided, however,
Tenant's obligation to pay rent will continue until the termination of the
Lease. Landlord shall have the right to enter and show the Premises without its
being deemed a termination. Should Tenant begin full operation in the Premises
prior to the termination date specified in the letter, such termination shall be
void. An automatic voiding of a termination due to Tenant restarting operations
in the Premises shall only be allowed once every five (5) Lease Years.

         5.3. Insurance Requirements; Compliance With Laws. Tenant shall not do
or permit anything to be done in or about the Premises, or bring or keep
anything therein, which will increase the rate of any insurance on the Shopping
Center, or any portion thereof or interest therein. Tenant shall, at its sole
cost and expense, comply with any and all orders and requirements imposed by any
insurance company providing casualty (including fire and extended coverage) or
public liability insurance to Tenant or Landlord and covering the Shopping
Center, or any portion thereof or interest therein. Tenant shall promptly comply
with any and all laws, ordinances, rules, regulations and orders applicable to
the Premises. At any time after Landlord delivers possession of the Premises to
Tenant and excluding Landlord's Work pursuant to Exhibit D, Tenant's obligations
hereunder shall include the making of (i) all non-structural alterations,
additions and improvements, or (ii) any structural alterations, additions or
improvements required due to either Tenant's specific use of the Premises or
Tenant's Work pursuant to Exhibit C, and (iii) subject to Landlord's obligations
described in Section 9.1,the installation of additional facilities required for
the conduct or continuance of Tenant's business on the Premises to the extent
they are required within the Premises or to the storefront entrance, all
according to applicable laws, ordinances, rules and regulations. Tenant shall
not use, or permit the use of, any portion of the Premises for any unlawful
purpose. Tenant may contest or review, by procedures permitted by applicable law
or insurance policies, at its own expense, any such order, requirement, law,
ordinance, rule or regulation, and may delay compliance therewith if permitted
by such law or policy, provided that Landlord or any other tenant, occupant or
owner of the Shopping Center is not subject to civil liability or criminal
prosecution as a result thereof and Landlord's title to or interest in, or such

                                  Page 10 of 43
<PAGE>

tenant's, occupant's or owner's business in or title to, the Shopping Center, or
any portion thereof, is not subjected to forfeiture, involuntary sale, loss or
closure as a result thereof. Tenant shall indemnify, defend, protect and hold
Landlord and such other tenants, occupants and owners harmless from and against
any and all liability, loss, cost, damage or expense (including attorneys' fees)
resulting from or in connection with any contest hereunder. Any contest shall be
conducted with all due diligence. Tenant shall diligently comply with any final,
non-appealable decision in any such contest. Landlord represents to Tenant that
to Landlord's actual knowledge on the date of delivery of possession of the
Premises to Tenant, Landlord's Work with respect to the Premises pursuant to
Exhibit D will be in compliance with all applicable laws, ordinances, rules and
regulations.

         5.4. Use Limitations and Requirements.
              --------------------------------

                  5.4.1. Tenant's Conduct of Business. Tenant shall not conduct
         or allow any auction, fire, going out of business, or bankruptcy sales
         in or from the Premises, Tenant shall not perform any acts or conduct
         any practices which may injure the Shopping Center, or any portion
         thereof, or constitute a nuisance, annoyance or menace to other tenants
         of the Shopping Center, or disturb their quiet enjoyment. Tenant shall
         (i) keep the Premises and any service delivery facilities allocated for
         the use of Tenant (whether or not exclusive) clean and free from
         rubbish and dirt at all times; (ii) keep front and rear walkways
         adjacent to the Premises free of Tenant generated trash and clutter,
         (iii) store all trash and garbage within the Premises; and (iv) arrange
         for the regular pickup of such trash and garbage at Tenant's expense,
         unless garbage pick-up is included in Common Area Maintenance Costs
         pursuant to Section 12.2. Tenant shall not burn any trash or garbage of
         any kind in or about the Premises or Shopping Center. All plumbing
         facilities within or serving the Premises shall be used only for the
         purposes for which they are installed, and no foreign substance of any
         kind shall be thrown therein; any and all costs and expenses resulting
         from misuse of such plumbing facilities in violation of the foregoing
         by Tenant or any other person within Tenant's premises shall be borne
         by Tenant. Neither Tenant nor its employees, agents, or contractors
         shall mark or deface any walls, ceilings, partitions, floors, wood,
         stone or iron within or about the Premises. Tenant: (i) shall
         warehouse, store and/or stock in the Premises only such goods, wares
         and merchandise as Tenant intends to offer for sale in, on, at or from
         the Premises within a reasonable time after receipt thereof; (ii) shall
         use for office, clerical or other non-selling purposes only such space
         as is from time to time reasonably required for Tenant's business
         therein; (iii) shall not perform therein any such functions for any
         other store or business of Tenant, or any affiliate of Tenant; and (iv)
         shall not operate, or permit to be operated, on the Premises any coin
         or token-operated vending machines or similar device for the sale or
         leasing to the public of any goods, wares, merchandise, food,
         beverages, and/or service, including pay telephones, pay lockers, pay
         toilets, scales or amusement devices.

                  5.4.2. Prohibited Uses and Other Tenant's Exclusives. Tenant
         shall not use the Premises for any Prohibited Uses as outlined in
         Exhibit F. Tenant shall never use the Premises in a way that violates
         the exclusive uses that may be granted to other tenants in the Shopping
         Center from time to time except, Tenant will always be allowed to

                                  Page 11 of 43
<PAGE>

         operate as a retail bank. Exclusive uses currently in force in the
         Shopping Center are documented at Exhibit E. Landlord shall notify
         Tenant in writing of any additional exclusive uses Landlord intends to
         grant and Tenant shall contest in writing such action within fifteen
         (15) days and provide therein the section number and wording from the
         Lease that a granting of such exclusive would violate, otherwise such
         future exclusive shall be binding upon Tenant.

         5.5. Tenant's Exclusive. Tenant shall have the exclusive right to
operate a Retail Bank ( "Tenant's Exclusive Use Right") in the Shopping Center
which is defined for purposes of this Section 5.5 as a financial institution
licensed under the appropriate state and national banking laws that provides
most, if not all, of the following services to its customers: receiving
deposits, making loans to finance the purchase of residences, automobiles and
business activities, offering of checking accounts, issuing credit and/or debit
cards and the operation of Automated Teller Machines ("ATMs"). The following
services provided by other institutions in the Shopping Center shall not be
deemed to be in violation of Tenant's Exclusive Use Right: investment or stock
brokerage, or mortgage brokerage services; issuance of money orders, life
insurance or other products and services not specifically listed in the first
sentence of this Section 5.5. All tenants, now and in the future shall be
allowed to offer customer credit cards, gift cards and finance their customers'
acquisitions of merchandise purchased at such tenant's premises. Furthermore,
each tenant shall be permitted to install ATMs or a technical evolution of the
same which are accessible only from within their interior; however, only Tenant
may place an ATM which is accessible from the exterior of its Premises, except
that Landlord may develop one (1) exterior ATM location for lease on either the
Henderson Street or Central Avenue sides of the Shopping Center provided Tenant
has a first right of refusal to lease such space for their ATM machine. This
covenant and Tenant's Exclusive Right shall run with the land on which the
Shopping Center is located during the Term of this Lease. Tenant's Exclusive
Right is non-binding on all existing leases in the Shopping Center as the same
may be extended or assigned. Landlord agrees to enforce Tenant's Exclusive Right
against all other tenants in the Shopping Center using all commercially
reasonable legal means. In the event of a breach by Landlord under this Section
5.5, Tenant shall be entitled to injunctive relief as well as all other remedies
available at law or in equity. Notwithstanding the foregoing, if Tenant ceases
operating its business for Tenant's Exclusive Use Right or goes dark for more
than ninety (90) consecutive days for reasons other than remodeling, casualty,
condemnation, or other reason beyond Tenant's reasonable control, then Tenant's
Exclusive Use Right shall lapse and be of no further force or effect.
Additionally, should Tenant assign or sublet over 25% of the Premises square
footage to a tenant not engaged in Tenant's Exclusive use, such exclusive shall
immediately terminate.

6.       INSURANCE
         ---------

         6.1. Tenant's Insurance. At its sole cost and expense, Tenant shall
maintain in full force and effect during the Term the following policies of
insurance:

                  6.1.1. Liability Insurance. Commercial General Liability
         Insurance, insuring against liability for bodily injury or death to
         persons, property damage and personal injury, covering the Premises and
         the business of Tenant, with a comprehensive single limit of liability
         not less than $2,000,000.00 of primary insurance, such coverage to be
         in a commercial general liability form with at least the following

                                  Page 12 of 43
<PAGE>

         endorsements: (i) deleting any employee exclusion on personal injury
         coverage; (ii) including coverage for injuries to or caused by
         employees; (iii) providing for blanket contractual liability coverage
         (including Tenant's indemnity obligations contained in this Lease),
         broad form property damage coverage and products completed operations,
         owner's protective and personal injury coverage; (iv) providing for
         coverage of employers automobile non-ownership liability; and (v) if
         required by Landlord, providing liquor liability coverage. All such
         insurance carried by Tenant: (i) shall be primary and non-contributory;
         (ii) shall provide for severability of interests; (iii) shall provide
         that an act or omission of one of the named insureds shall not reduce
         or avoid coverage to the other named insureds; and (iv) shall afford
         coverage for all claims based on acts, omissions, injury or damage
         which occurred or arose (or the onset of which occurred or arose) in
         whole or in part during the policy period. Tenant shall also maintain
         an umbrella policy with limits of liability of not less than
         $5,000,000.00. Tenant shall provide Landlord with a certificate of
         insurance on the primary policy only. Tenant's obligation to indemnify
         Landlord as set out in Section 17.3 shall extend beyond the amount of
         coverage afforded by the primary policy.

                  6.1.2. Plate Glass Insurance. Plate glass insurance,
         sufficient to pay for the replacement of, and any or all damage to,
         exterior plate glass and storefront supports in the Premises, for which
         Tenant may self-insure.

                  6.1.3. Insurance on Fixtures. Fire insurance, with standard
         extended coverage on all of Tenant's fixtures and equipment in the
         Premises, in an amount not less than one hundred percent (100%) of
         their full insurable value, the proceeds of which shall, so long as
         this Lease is in effect, be used for the repair or replacement of the
         fixtures and equipment so insured.

                  6.1.4. Workers Compensation Insurance. Workers Compensation
         Insurance in the manner and to the extent required by applicable law
         and with limits of liability not less than the minimum required under
         applicable law, covering all employees of Tenant having any duties or
         responsibilities in or about the Premises.

         6.2. Landlord's Insurance. Landlord shall during the Term maintain in
full force and effect a policy or policies of fire insurance covering at a
minimum of ninety percent (90%) of full replacement cost the buildings within
the Shopping Center, and earthquake and/or flood coverage at Landlord's
election, and such other insurance in such amounts and covering such other
liability or hazards as deemed appropriate by Landlord. The amount and scope of
coverage of Landlord's insurance hereunder shall be determined by Landlord from
time to time in its sole discretion and shall be subject to such deductible
amounts as Landlord may elect. All such insurance carried by Landlord shall be
primary and not contributory as to all matters covered by such insurance. The
cost of all insurance maintained by Landlord hereunder, or otherwise on all or
any portion of the Shopping Center, shall be included in Common Area Maintenance
Costs. All insurance proceeds payable under Landlord's casualty insurance
carried hereunder shall be payable solely to Landlord, and Tenant shall have no
interest therein. Upon written request of Tenant, Landlord shall require its
insurance company to issue to Tenant a certificate of insurance naming Tenant as
an additional insured.

                                  Page 13 of 43
<PAGE>

         6.3. Policy Requirements. All insurance policies required to be carried
under this Lease shall be issued by financially sound qualified insurers, having
a financial rating of not less than "A-VII" as designated in the most current
Best's Insurance Reports, and licensed to do business in the State in which the
Shopping Center is located. Tenant's liability insurance shall name Landlord,
Property Manager, and such other persons or entities as Landlord may from time
to time designate, as additional insureds. Tenant's Workers Compensation
Insurance shall comply with the requirements of the state in which the Shopping
Center is located. Tenant shall deliver to Landlord certificates of all
liability insurance required to be carried by Tenant hereunder, showing that
such policies are in full force and effect in accordance with this Article 6.
Tenant shall obtain written undertakings from each insurer under policies
maintained by Tenant hereunder to notify Landlord, and any other additional
insured thereunder, at least thirty (30) days prior to cancellation or reduction
in coverage under any such policy.

         6.4. Blanket Coverage. Any policy required to be maintained hereunder
by either party may be maintained under a so-called "blanket policy", insuring
other parties and other locations, so long as the amount of insurance required
to be provided hereunder is not thereby diminished.

         6.5. Waiver of Subrogation. To the extent permitted by law, Landlord
and Tenant each waive any right to recover against the other on account of any
and all claims Landlord or Tenant may have against the other with respect to any
risk insured against by insurance actually carried, or required to be carried
hereunder, to the extent of the proceeds realized from such insurance coverage.
Each casualty insurance policy carried by Landlord or Tenant hereunder, or which
either may obtain with respect to the Premises or the Shopping Center
independent of obligations hereunder, shall provide that the insurer waives all
rights of recovery by way of subrogation against Landlord or Tenant in
connection with all matters included within the scope of the waiver of recovery
contained in this Section 6.5.

7.       TAXES
         -----

         7.1. Tenant's Payment of Common Taxes. Commencing on the Term
Commencement Date and thereafter throughout the Term, Tenant shall pay to
Landlord, as part of monthly Common Area Maintenance Costs, Tenant's
Proportionate Share of Taxes.

         7.2. Tenant's Payment of Taxes on Premises. In addition to payment by
Tenant of its Proportionate Share of Taxes, Tenant shall pay any and all taxes,
assessments, levies, license fees, business taxes, impositions, in lieu taxes or
fees, excises or charges, of any kind or character, general or special, ordinary
or extraordinary, unforeseen as well as foreseen, which are: (i) levied against,
upon, measured by or attributable to any and all leasehold improvements to the
Premises over and above the base building shell, whether installed or paid for
by Landlord or Tenant, and upon any and all fixtures, equipment and personal
property installed or located in the Premises, or levied upon, measured by or
reasonably attributable to the cost or value of any of the foregoing; (ii)
levied upon or measured by the Fixed Minimum Rent, Percentage Rent or any other
amounts payable by Tenant hereunder, including any gross income taxes, excise
tax or value added tax levied by any governmental authority or other entity with
respect to the receipt or making of such payments; (iii) levied upon or with
respect to the development, possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Tenant of, or business

                                  Page 14 of 43
<PAGE>

operations of Tenant in, the Premises or any portion thereof; (iv) levied upon
or with respect to the transaction under this Lease, any document to which
Tenant is a party creating or transferring any interest or an estate in the
Premises, or any leases, subleases, licenses or concessions made to Tenant, any
subtenant or other occupant of the Premises; or (v) enacted by way of
substitution for or in addition to all or any part of the foregoing. Tenant
shall make payment of all amounts hereunder before delinquency directly to the
levying authority and shall provide Landlord receipts evidencing such payments.
If any of the foregoing taxes, assessments, fees or charges are included in tax
bills to Landlord for Taxes, then Tenant shall pay to Landlord the amount
attributable to the taxes, fees, assessments or charges so included immediately
upon demand by Landlord and prior to the payment date required with respect to
such tax bill.

8.       CONSTRUCTION
         ------------

         8.1. Initial Construction. The design, construction and development of
the Premises and "Landlord's Work" and "Tenant's Work" therein, shall be
undertaken in accordance with this Article 8 and the provisions of Exhibit C and
Exhibit D respectively.

         8.2. Landlord's Work. If the Building and/or the Common Area serving
the Building have not been constructed, then Landlord shall, prior to the
commencement of the Term, at Landlord's sole cost and expense, construct the
Building and Common Area in accordance with such design and construction
criteria and methods as Landlord may, in its sole discretion, determine as
necessary or appropriate provided they are in conformance with the requirements
of Exhibit C. Landlord, at Landlord's expense shall be responsible for obtaining
all permits necessary to complete Landlord's Work. Landlord shall also be
responsible for the payment of plan check and utility tap fees and any impact
fees not related to Tenant's Work or Tenant's specific use.

         8.3. Landlord's Plans. Exhibit A-1 designates the proposed location of
the Premises in the Building and the Common Area serving the Premises. Exhibit
A-2 designates the proposed layout of the Premises. The location of the Premises
in the Building, the shape of the Premises, the location of the Building in the
Shopping Center, the design and layout of the Common Area and Landlord's Work
shall be subject to such changes as Landlord's architects or contractors find to
be desirable or as Landlord may reasonably determine to be in the best interests
of the Shopping Center and its tenants and customers, subject to Tenant's
written approval relating to Initial Construction. Such approval shall not be
unreasonably withheld, conditioned or delayed. Landlord shall have the right
under this Article 8 to modify, upon written notice to Tenant, Exhibits A-1 and
A-2 and/or Landlord's Work to reflect any changes therein on account of the
foregoing, and no changes in Exhibits A-1 or A-2 or Landlord's Work shall
invalidate or affect this Lease. Notwithstanding the foregoing, however,
Landlord shall obtain Tenant's prior written consent to any material change in
the (i) design of the Premises or (ii) the total area of the Premises which
would materially and adversely affect the conduct of Tenant's business in the
Premises. If Landlord fails for any reason to obtain Tenant's consent to such
changes made by Landlord, then Tenant's sole remedy shall be to terminate this
Lease and recover from Landlord those reasonable out-of-pocket expenses incurred
by Tenant in preparing to occupy the Premises, and Tenant waives all other
rights and remedies. Commencement by Tenant of construction of Tenant's Work in
the Premises shall constitute Tenant's acknowledgment that it consents to any
material change for which Tenant's consent is required under clauses (i) and

                                  Page 15 of 43
<PAGE>

(ii) above. Landlord shall furnish to Tenant and obtain Tenant's approval, (not
to be unreasonably withheld, conditioned or delayed) of all necessary drawings
and specifications for the improvements required by Tenant to the Premises prior
to Landlord commencing such improvements. Such drawings and specifications shall
be incorporated herein as "Landlord's Plans and Specifications" in Exhibit C.
Landlord shall notify Tenant in writing approximately thirty (30) days prior to
the date when Landlord's Work is substantially complete pursuant to Exhibit C
and shall also notify Tenant when said work is substantially complete.

         8.4. Tenant's Plans and Specifications. Tenant shall furnish to
Landlord and obtain Landlord's approval of all necessary drawings and
specifications for Tenant's required improvements to the Premises prior to
Tenant commencing such improvements. Such approval shall not be unreasonably
withheld, conditioned, or delayed. Such drawings and specifications shall be
incorporated herein as "Tenant's Plans and Specifications" in Exhibit D.

         8.5. Tenant's Work. Provided that Tenant has obtained the insurance
required by Article 6 above and has paid to Landlord the sum of $__N/A__ as
required by Section 8.7 below, Tenant shall, upon receipt of Landlord's notice,
have the right to enter the Premises and perform Tenant's work and the
installation of all Tenant's fixtures, sign faces (subject to Section 11 below),
equipment and merchandise at the Premises as outlined in Exhibit D entitled
"Tenant's Work". Tenant's entry into the Premises hereunder shall be at Tenant's
own risk and without interference with any remaining work which must be
performed by Landlord in the Premises. Tenant shall use all due diligence to
construct and complete Tenant's Work and shall complete Tenant's Work, the
installation of all Tenant's fixtures, sign faces, equipment and merchandise and
open for business in the Premises within one hundred twenty (120) days after the
date Landlord delivers possession of the Premises to Tenant, except that if
Tenant is delayed from opening for business for reasons beyond the control of
Tenant the time shall be extended for a reasonable period to accommodate that
delay. In no event will a failure to open as a result of a delay hereunder be
cause for termination of the Lease so long as Tenant is otherwise paying the
rent and other common area maintenance costs and any other charges under the
Lease on a timely basis. Tenant shall design and construct Tenant's Work
hereunder at Tenant's sole cost and expense. Any and all fixtures and equipment
that Tenant may install or otherwise employ on the Premises shall be new and
shall be of good quality and condition. Any item not specifically listed as
Landlord's Work in Section 8.2 above shall be deemed Tenant's Work. Tenant shall
obtain all permits required for such work. Landlord shall approve all plans.
Tenant shall use licensed contractors and new materials to perform all work.
Tenant shall provide Landlord with a list of all contractors and sub-contractors
who perform work on the Premises doing work with a value of $5,000 or more, and
will also provide Landlord with written, fully executed, Unconditional Lien
Waiver Releases from all contractors and sub-contractors prior to opening for
business in the Premises.

         8.6. Acceptance of Premises. The opening by Tenant of its business in
the Premises shall constitute acknowledgment by Tenant that the Premises, the
Building and the Common Area are then in the condition called for by this Lease
and that Landlord has performed all of Landlord's work with respect thereto.
Failure of Landlord to complete any work of construction or improvement called
for hereunder within the time and in the condition provided for in this Lease
shall not give rise to any claim for damages by Tenant against Landlord or
against Landlord's contractors or architects.

                                  Page 16 of 43
<PAGE>

         8.7. Tenant Payment For Landlord's Work. N/A.

9.       REPAIRS AND MAINTENANCE; ALTERATIONS
         ------------------------------------

         9.1. By Landlord. Landlord shall keep in good order, condition and
repair the structural portions, foundations, exterior walls, canopy, roof
structure, roof membrane, downspouts and gutters of the Building (excluding all
windows, doors, plate glass and non-structural portions of storefronts, and
except for damage caused by any act, negligence or omission of Tenant or its
employees, agents, invitees, licensees, contractors or subtenants, damage or
destruction caused by any casualty not required to be repaired under Article 16
and any condemnation or taking of the Premises or the Shopping Center governed
by Article 15). Such maintenance and repair of the structural portions and
foundations of the Building and the structural members of the roof of the
Building shall be at Landlord's sole cost and expense; all other maintenance and
repair described above (including painting, maintenance, repair and replacement
of covered walkways, planters, and all portions of the roof of the Building
other than the structural members) shall be arranged by Landlord, included in
Common Area Maintenance Costs and paid by Tenant pursuant to Article 12 or, at
Landlord's election, paid directly by Tenant to the extent relating to the
Premises. Landlord shall maintain electrical and plumbing service to the
Premises (excluding the service panels) but is not liable to Tenant for
interruption of such service. Landlord shall warrant the major components of
Landlord's work for a period of one (1) year (excluding glazing, light bulbs,
plugged sinks or toilets, etc.), after which time Tenant shall assume
responsibility for Tenant's obligations listed below. Landlord shall have no
obligation to make any repairs or replacements hereunder until the expiration of
ten (10) days following written notice from Tenant to Landlord of the need
therefor. Should Landlord not make a repair or replacement subsequent to the ten
(10) day period noted above, and such repair or replacement is the
responsibility of Landlord under this Section 9.1, then Tenant may make the
necessary and reasonable repairs and bill Landlord for the cost of such repairs
provided Tenant notifies Landlord in writing of their intent to make such
repairs two days prior to the commencement of work or the incurring of costs for
which Tenant will seek reimbursement.

         9.2. By Tenant. Except for those portions of the Premises and the
Building for which Landlord is responsible under Section 9.1, Tenant, at
Tenant's sole cost and expense, shall at all times keep all portions of the
Premises in good order, condition and repair (including replacements, as and
when necessary), including, without limitation, all plate glass, show cases,
non-structural storefront parts and moldings, doors, door jams, door closers,
door hardware, fixtures, equipment and appurtenances thereof, floors, partitions
and surfaces of interior walls, ceilings all electrical, lighting, heating,
plumbing and sprinkler systems, fixtures and equipment, HVAC, energy management
systems, utility and communication services, all satellite hardware, wiring and
connections, alarm and other systems within the walls, slabs, ceilings or
interior of the Premises and all other maintenance not specifically listed above
as Landlord's Repairs. Tenant shall also be responsible for the repair of any
and all damage caused to the Building or any other portion of the Shopping
Center by any act, neglect or omission of Tenant or its employees, agents,
invitees, licensees, contractors or subtenants; the repair of any such damage
shall be made by Landlord at Tenant's cost and expense, and Tenant shall
reimburse to Landlord all such costs and expenses, together with the Management
Fee calculated as a percentage of the amount thereof, within ten (10) days after
submission by Landlord to Tenant of a statement of the amount thereof. At
Tenant's expense, Tenant shall maintain in force a service and preventive

                                  Page 17 of 43
<PAGE>

maintenance contract with an authorized HVAC service company covering all
heating, ventilation and air conditioning equipment serving the Premises, and
shall provide Landlord with a copy thereof prior to commencement of the Term,
unless Landlord elects to obtain such a contract for the entire Building, or for
any larger portion of the Shopping Center, in which event Tenant shall not be
required to maintain such contract but shall be required to reimburse Landlord
for Tenant's pro rata share of the cost of such contract. Tenant's pro rata
share shall be determined by multiplying the total cost thereof by a fraction,
the numerator of which is the Gross Leasable Area of the Premises and the
denominator of which is the Gross Leasable Area of the Building, or any such
larger portion of the Shopping Center to which the contract applies. Tenant
shall use Landlord's roofing company to make all roof penetrations so as not to
void Landlord's roof warranty.

         9.3. Alterations by Tenant. Tenant shall make no alterations,
improvements or additions in, upon, to, or about the Premises without Landlord's
prior written consent. In addition, Tenant shall make no alterations,
improvements, additions, changes or decorations to any storefront, the exterior
walls, mechanical or utility systems or roof of the Building, including any
penetration through the roof above or below the Premises, without the prior
written consent of Landlord made in Landlord's sole discretion. Unless otherwise
specified by Landlord pursuant to Section 22.1, all alterations, additions or
improvements, to the Premises, including air conditioning and heating equipment,
mechanical systems, floor coverings, and fixtures, other than Tenant's trade
fixtures, which may be made or installed by either of the parties in, upon or
about the Premises shall be the property of Landlord, and at the termination of
this Lease shall remain upon and be surrendered with the Premises.

         9.4. Construction Requirements. Any and all alterations, additions or
improvements made by Tenant under this Article 9 shall be designed by a
competent licensed architect or structural engineer and shall be made under the
supervision of such architect or engineer by financially sound, bondable
contractors of good reputation in accordance with plans and specifications
approved in writing by Landlord hereunder before commencement of any work.
Landlord may require in connection with its consent to any alterations,
additions or improvements hereunder, that any contractor, or major
subcontractors, provide payment and completion bonds in such amounts and with
sureties acceptable to Landlord. All alterations, additions and improvements
made by Tenant hereunder shall be performed in a good and workmanlike manner,
diligently prosecuted to completion, and using new materials. Tenant shall
notify Landlord at least twenty (20) days prior to commencement of any work,
alteration, addition or improvement hereunder so that Landlord may post, file
and/or record any notice of nonresponsibility or other notice required under
applicable mechanic's lien laws. Upon completion of any work hereunder, Tenant
shall record in the office of the County Recorder where the Shopping Center is
located a notice of completion or any other notice required or permitted by
applicable mechanic's lien law to commence the running of, or terminate, any
period for the filing of liens or claims, and shall deliver to Landlord any
certificate of occupancy or other equivalent evidence of completion of such work
in accordance with the requirements of applicable law. Tenant shall perform or
cause performance of all work hereunder in accordance with such rules and
regulations as Landlord may from time to time prescribe with respect thereto,
and in such manner so as not to obstruct or interfere with access to the
premises of any other tenant or owner of the Shopping Center, the business of
any such tenant or owner conducted therein, or any portion of the Common Area.
Prior to commencing any work hereunder, Tenant shall supply to Landlord evidence
that its contractor or contractors have procured such insurance as Landlord may
prescribe in connection with such work.

                                  Page 18 of 43
<PAGE>

         9.5. Mechanics' Liens. Tenant shall pay, or cause to be paid, all sums,
costs and expenses due for, or purporting to be due for, any work, labor,
services, materials, supplies or equipment furnished, or claimed to be
furnished, to or for Tenant in, upon or about the Premises, and shall keep the
Premises and the Shopping Center free of all mechanic's, materialmen's or other
liens arising therefrom. Tenant may contest any such lien, if Tenant first
procures and posts, records and/or files a bond or bonds issued by a financially
sound, qualified corporate surety, in conformance with the requirements of
applicable law for the release of such lien from the Premises and/or Shopping
Center. Tenant shall pay and fully discharge any contested claim of lien within
ten (10) days after entry of final judgment adverse to Tenant in any action to
enforce or foreclose the same; notwithstanding any such contest, Landlord shall
have the absolute right at any time to pay any lien imposed hereunder if in
Landlord's reasonable good faith judgment such payment is necessary to avoid the
forfeiture, involuntary sale or loss of any interest of Landlord or any other
tenant or owner in the Shopping Center, or any portion thereof. Tenant shall
indemnify, defend, protect and hold Landlord harmless of and from any and all
loss, cost, liability, damage, injury or expense (including attorneys' fees)
arising out of or in connection with claims or liens for work, labor, services,
materials, supplies or equipment furnished or claimed to be furnished to or for
Tenant in, upon or about the Premises or the Shopping Center.

10.      UTILITIES
         ---------

Tenant shall pay for the cost of connecting all utilities to the Premises,
including water, sewage, gas, electricity and telephones. In no event, shall the
amount the Tenant shall pay for the cost of connecting utilities to the
Premises, including water, sewage, gas, electricity, and telephones, and any
other city assessment charged as a result of the construction of the building
exceed in their totality the amount of Fifteen Thousand Dollars ($15,000.00).
Tenant shall promptly pay, as the same become due and payable, all bills,
charges, fees, assessments and exactions for all water, gas, electricity, heat,
refuse pickup, sewer service, telephone, and any other utilities, materials and
services furnished to or used by Tenant in, on or about the Premises. If any
utility, material or service is not separately charged or metered to the
Premises, Tenant shall pay to Landlord, within ten (10) days after written
demand therefor, Tenant's pro rata share of the total cost thereof as may be
determined by Landlord; if any utility, material or service is included as part
of the maintenance of the Common Area under Article 12, then the cost thereof
shall be included in Common Area Maintenance Costs and Tenant shall pay its
share thereof in accordance with Section 12.3. In no event shall Landlord be
liable for any interruption or failure of any utility services for any cause,
whether or not within Landlord's control or due to Landlord's act or neglect
except that Landlord shall be required to use reasonable efforts to promptly
repair the utility services damaged by Landlord or its employees or agents,
however, if Landlord directly caused such utility failure and such failure
continued for a continuous period in excess of forty-eight (48) hours causing
the Premises and the sales generated therefrom to be materially affected, Fixed
Minimum Rent shall abate until such time as it is restored

                                  Page 19 of 43
<PAGE>

11.      ADVERTISING, SIGNS AND DISPLAYS
         -------------------------------

         11.1. Signs and Other Advertising Media. Landlord shall allow Tenant,
at Tenant's expense, the right to install, on a temporary basis, a banner. Upon
Landlord's completion of exterior facade improvements, Tenant, at Tenant's
expense shall have the right to install an internally lit, individual lettered
sign on the exterior of the Premises. It is understood that Tenant's sign plans
are subject to the approval of the applicable local government authorities.
Landlord agrees to support Tenant in its efforts to obtain signage approval.
Tenant shall promptly keep its signs in good repair and appearance, properly lit
and free of damage, fading, rust, etc. at all times. Prior written approval from
Landlord shall be required for any installation or alteration to signs visible
from the exterior of the Premises. Unless Tenant obtains Landlord's prior
written consent, Tenant shall not erect or install in, upon or about the
Premises any signs, placards, advertising media or window or door lettering,
except that Tenant, without prior approval, may place its customary chainwide
window treatments substantially similar in appearance to those shown at Exhibit
H attached, provided that they are professionally made, in good repair, not
faded, and do not present a cluttered and nonprofessional appearance in the
reasonable business judgment of Landlord. All such signs and media shall comply
with all applicable laws, ordinances, rules, and regulations. Upon expiration of
the Lease, Tenant shall promptly remove all signs installed hereunder, unless
otherwise specified by Landlord pursuant to Section 22.1, and shall properly
fill all holes and "cap off" the electrical wiring thereto and clean the exposed
wall. Tenant shall not use any advertising media or other media that is
objectionable to Landlord, or which can be heard outside the Premises, such as
loudspeakers, phonographs or radio broadcasts. Should one or more pylon signs be
erected in the Shopping Center that contain the names of tenants, Tenant shall
have the right to be located on one such sign of Landlord's choosing at no
additional monthly rental; provided, however, that Tenant shall pay for the cost
of construction, installation, operation (including without limitation Tenant's
Proportionate Share of utilities servicing the pylon sign), maintenance, repair
and replacement of its own sign panel. Prior to installation, Tenant shall
obtain Landlord's approval of the design of Tenant's proposed sign panel, which
shall not be unreasonably withheld or delayed, and shall reimburse Landlord for
"Tenant's Proportionate Share" (the proportion of the square footage of Tenant's
sign to the total square footage of all designations entitled to be displayed on
the sign) of Landlord's costs of designing, permitting and installing the pylon
sign.

         11.2. Exterior Displays; Illumination of Window Displays. Tenant shall
not keep or display any merchandise on, or otherwise obstruct in any manner, the
sidewalks or areaways adjacent to the Premises without Landlord's consent made
in Landlord's sole discretion. Tenant shall maintain its display windows and
show cases of the Premises in a neat and clean condition, and shall also keep
them well lighted from dusk until closing time. No exposed fluorescent tubes or
incandescent bulbs, except in factory built track lighting fixtures approved by
Landlord, shall be used for the illumination of display windows.

         11.3. Advertising and Promotion.
               -------------------------

                  11.3.1. Shopping Center Promotions. Not Used.

                  11.3.2. Promotion Fee. Tenant shall be required to contribute
         quarterly the amount of three hundred forty dollars ($340.00) to any
         marketing association that may exist from time to time for the Shopping
         Center. Tenant will be entitled to periodic mention in ads, use of the

                                  Page 20 of 43
<PAGE>

         reader board signs, etc. Upon removal or conversion of the reader
         boards to a pylon sign format, Tenant shall no longer be required to
         pay a promotion fee.

                  11.3.3. Christmas Promotions. Not Used.

12.      COMMON AREA
         -----------

         12.1. Maintenance and Repair. Landlord shall, throughout the Term,
maintain in good order, condition and repair (ordinary wear and tear, damage due
to casualty and condemnation or taking excepted) all Common Area. Landlord may
at any time delegate such maintenance, or any portion thereof, to any other
third party, affiliated or non-affiliated, upon such terms and conditions as
Landlord deems compensatory, necessary or appropriate. The manner in which the
Common Area is maintained hereunder, and the expenditures therefor, shall be at
Landlord's sole discretion. Any use of the Common Area shall be subject to such
reasonable rules and regulations as Landlord may from time to time or at any
time promulgate. Such Rules and Regulations are contained in Exhibit G attached.

         12.2. Payment by Tenant of Proportionate Share. Commencing on the Term
Commencement Date and thereafter throughout the Term, Tenant shall pay to
Landlord in the manner hereinafter provided, Tenant's Proportionate Share of
Common Area Maintenance Costs.

                  12.2.1. Method of Payment. Landlord shall bill Tenant monthly
for Common Area Maintenance Costs and such billing shall be in a form which
shows all charges and the calculation of Tenant's pro rata share thereof
("Statement"). Tenant acknowledges and consents to the fact that Landlord bills
Common Area Maintenance Costs on an actual (as opposed to an estimated) basis,
but three (3) months in arrears, and that the Common Area Maintenance Costs the
first three (3) months of the Lease Term (which Tenant is responsible for)
relate to the 3-month period preceding the Commencement Date. For example, if
Tenant moves in on July 1, Tenant will receive a bill for Common Area
Maintenance Costs equal to the actual amount of Common Area Maintenance Costs
for the month of April. Tenant will pay those charges with their first month's
rent. When Tenant moves out, they will not be billed for Common Area Maintenance
Costs incurred beyond the Lease Expiration Date. Tenant shall not be required to
pay any Common Area Maintenance Costs for which Tenant does not receive a bill
within three (3) years from the date that Landlord incurred such charge.

                  12.2.2. Prorations. For the Lease Years in which the Term
         commences and expires, Common Area Maintenance Costs shall be prorated
         based on the number of days of the calendar month the Term is in
         effect.

                  12.2.3. Landlord's Records. Landlord shall maintain accurate
         records of Common Area Maintenance Costs, real estate taxes and
         insurance premiums for which Tenant is required to reimburse Landlord.
         Tenant shall have the right, upon written notice, one time within
         twelve (12) months of the end of any calendar year, to inspect and
         audit all records of Landlord with respect to additional rent for that
         calendar year (provided, however, that Tenant's auditor shall not be
         working on a contingency fee basis), at Tenant's sole cost and expense

                                  Page 21 of 43
<PAGE>

         (subject to reimbursement as provided below), which auditor may, after
         reasonable notice to Landlord and at reasonable times during business
         hours during the sixty (60) day period immediately following the date
         of Tenant's notice, inspect at Landlord's offices Landlord's records
         with respect to the Common Area Maintenance Costs for the applicable
         calendar year, provided that Tenant is not then in breach or default
         under this Lease and Tenant has paid all amounts required to be paid
         under the Statement. During such audit by Tenant, Landlord shall also
         be allowed to review its records and charge Tenant for properly
         reimbursable costs which were omitted in past billings by Landlord to
         Tenant for the same period being reviewed. If the resulting net amount
         of additional rent billed to Tenant during said calendar year is
         overstated by more than five percent (5%), and Landlord reasonably
         approves the results of Tenant's audit, Landlord shall reimburse Tenant
         for the reasonable cost of the audit, not to exceed Three Thousand
         Dollars ($3,000.00). Landlord shall reimburse Tenant, within thirty
         (30) days of receipt of and Landlord's reasonable approval of the
         results of the audit, for any amount paid by Tenant and which should
         not have been paid, without interest, and Tenant shall reimburse
         Landlord, within thirty (30) days of receipt of and Landlord's
         reasonable approval of the results of the audit, for any net amount due
         Landlord as a result of such audit findings, without interest.

         12.3. Non-Exclusive Rights in Common Area; Rules and Regulations.
Subject to the terms and conditions of this Lease and such reasonable rules and
regulations as Landlord may from time to time promulgate (Exhibit G - Which
Tenant agrees are `reasonable'), Landlord hereby grants to Tenant, and its
invitees and licensees, the non-exclusive right to use the Common Area during
the Term for ingress and egress to and from the Premises. Tenant and its
invitees and licensees shall observe all rules and regulations which Landlord
may from time to time or at any time promulgate with respect to the use,
operation and maintenance of the Common Area or any other portion of the
Shopping Center. Any such rules and regulations shall be binding upon Tenant and
its licensees and invitees upon Landlord's delivery of a copy thereof to Tenant.
Tenant shall not use the Common Area, or any other portion of the Shopping
Center, for any purpose, or allow therein any use, other than that specifically
allowed hereunder or under any rules and regulations promulgated by Landlord
hereunder. Tenant's use of the Common Area is granted hereunder as a revocable
license and, if Landlord revokes such license or if the amount of Common Area or
Tenant's use thereof hereunder is diminished, altered, damaged or modified,
Landlord shall not be subject to any liability or claims of any kind or
character nor shall Tenant be entitled to any compensation, damages or rental
abatement on account thereof, nor shall any such diminution, alteration, change
or modification be deemed a constructive or actual eviction of Tenant, and all
such rights and remedies are hereby waived by Tenant.

         12.4. Receiving and Deliveries. All receiving of goods and materials at
the Premises, all delivery of goods and merchandise to the Premises, and all
removal of garbage and refuse from the Premises shall be made only by way of
Tenant's rear service door, if any, or the service delivery facilities
designated by Landlord for Tenant's use. Landlord hereby grants to Tenant and
Tenant's employees, invitees and licensees, the non-exclusive right, during the
Term, to use, in common with others entitled to the use thereof, the service
delivery facilities most immediately adjacent to the Premises, subject to the
terms and conditions of this Lease and any reasonable rules and regulations as
Landlord may from time to time or at any time promulgate hereunder. Tenant may
receive and unload merchandise shipments during regular business hours provided
Tenant conducts such activities, (i) being careful and aware of pedestrian and
parking area safety, and (ii) by prompt unloading and removal of the delivery
vehicle from other tenant's storefronts.

                                  Page 22 of 43
<PAGE>

         12.5. Tenant Parking. Tenant and its officers, employees, agents and
contractors shall park their motor vehicles only in that portion of the Parking
Area which Landlord shall from time to time designate hereunder and shall not
park in primary customer parking locations. Tenant shall not at any time park,
or permit the parking, of motor vehicles in truck passageways or adjacent to any
service delivery facility so as to interfere in any way with the use thereof by
others, nor shall Tenant at any time park, or permit the parking, of motor
vehicles of its suppliers or vendors in the Parking Area.

         12.6. Changes to Shopping Center. Landlord shall have the right, at any
time and from time to time: (i) to designate or improve any portion of the
Shopping Center as Common Area and/or Parking Area; (ii) to change the shape,
size, location, number and extent of the improvements shown on Exhibit A-1 (iii)
to eliminate any property or improvements from the Shopping Center; and (iv) to
add any property or improvements to the Shopping Center, including one or more
parking decks or parking structures. Notwithstanding the above, Landlord shall
not: (1) make changes to the Common Area that would materially and adversely
affect the visibility of the Premises; (2) materially and adversely interfere
with the conduct of Tenant's customary business; (3) construct a permanent kiosk
within twenty-five (25) feet of the Premises; (4) reduce the number of parking
spaces below the number required by the City in which the Shopping Center is
located; (5) impose any charges or fees for parking; (6) make non-emergency
material improvements to the Parking Areas during the month of December.

13.      ASSIGNMENT AND SUBLETTING
         -------------------------

         13.1. Landlord Consent Required. Tenant shall not assign this Lease, or
any rights, duties or obligations hereunder, and Tenant shall not sublet all or
any portion of the Premises, without Landlord's prior written consent, which
shall not be unreasonably withheld or delayed, and then only upon and subject to
the terms and conditions hereinafter set forth. In considering any request for
consent to a proposed assignment or sublease, Landlord shall make its decision
based on the standards and criteria set forth in Section 13.4. Prior to
effectuating any such assignment or sublease, Tenant shall notify Landlord in
writing of the name and address of the proposed assignee or sublessee, and
deliver to Landlord with such notice a true and complete copy of the proposed
assignment agreement or sublease, such other information or documents as may be
necessary or appropriate to enable Landlord to determine the qualifications of
the proposed assignee or sublessee and the compliance of such transaction with
the requirements of this Article 13, and a request that Landlord consent
thereto. Within thirty (30) days after the receipt of such written notice,
Landlord shall either: (i) consent in writing to such proposed assignment or
sublease, subject to the terms and conditions hereinafter set forth; or (ii)
notify Tenant in writing that Landlord refuses such consent; or (iii) terminate
this Lease with respect to the portion of the Premises which Tenant desires to
assign or sublease. Upon such termination, the Fixed Minimum Rent then payable
by Tenant to Landlord hereunder shall be reduced in the proportion that the
number of square feet of Gross Leasable Area in such portion of the Premises
bears to the total number of square feet of Gross Leasable Area of the Premises
then leased by Tenant under this Lease.

                                  Page 23 of 43
<PAGE>

         13.2. Rent. If Landlord consents to an assignment pursuant to Section
13.1, and such Use is no longer a Bank Use, then the Lease shall be amended to
include a monthly percentage rent of Six (6.0%) of adjusted gross sales. At the
time of consent, Landlord shall provide an amendment document which contains
Landlord's standard language for Tenant to consider prior to concluding such
assignment arrangement. Additionally, the Fixed Minimum Rent shall continue to
be subject to adjustment pursuant to Section 4.1, based upon the same percentage
increase as specified in, or would be determined pursuant to, Section 4.1. In
addition, if Landlord consents to an assignment under Section 13.1, then at
Landlord's sole election, all or any portion of the excess sums otherwise
payable by Landlord to Tenant due to overpayments by Tenant of Common Area
Maintenance Costs, shall be applied in payment of sums then due under this Lease
from Tenant but not yet paid, in such order of priority as Landlord, in its sole
discretion, may determine.

         13.3. Payment of Consideration to Landlord. If Landlord consents to any
assignment or sublease hereunder, then Tenant shall pay to Landlord, immediately
upon Tenant's receipt thereof, one-half (1/2) of any and all "consideration" (as
defined below) received by Tenant on account of such transaction, howsoever the
same may be denominated or characterized, to the extent that such consideration
exceeds: (i) the unamortized cost of any leasehold improvements to the Premises
made and paid for by Tenant; and (ii) in the case of subleases, the pro rata
portion of the Fixed Minimum Rent and other charges payable by Tenant hereunder
attributable to the sublet portion of the Premises, based on the Gross Leasable
Area of the Premises and the Gross Leasable Area of the sublet portion of the
Premises. As used herein, "consideration" includes any and all consideration
received by Tenant on account of such assignment or subletting, but only to the
extent that such consideration reflects or is attributable (either directly or
indirectly) to the value of the Premises or Tenant's leasehold estate under this
Lease, including rent and all other amounts payable in connection with such
transaction, but specifically excluding the good will attributable to Tenant's
business operations in the Premises, to the extent that such good will does not
reflect the value of the Premises or Tenant's leasehold estate under this Lease.
In the event of an assignment or subletting, Base rent shall increase to the
greater of the Fixed Minimum Rent scheduled in Section 5 above or one hundred
percent (100%) of the average Fixed Minimum Rent paid during the prior
twenty-four (24) months. Tenant shall remain primarily liable for all provisions
under the Lease.

         13.4. Parameters of Landlord's Consent. Landlord shall have the right
to base its consent to any assignment or sublease hereunder upon such factors
and considerations as Landlord reasonably deems relevant or material to the
proposed assignment or sublease transaction and the best interest of the
Shopping Center operations. Without limiting the generality of the foregoing,
Tenant acknowledges that it shall be reasonable for Landlord to withhold its
consent to any assignment or sublease transaction hereunder if Tenant has not
demonstrated that: (i) the proposed assignee or sublessee is financially
responsible, with sufficient net worth and net current assets, properly and
successfully to operate its business in the Premises and meet the financial and
other obligations of this Lease; (ii) the proposed assignee or sublessee
possesses sound and good business judgment, reputation and experience, and
proven management skills in the operation of a business or businesses
substantially similar to the uses permitted in the Premises under Section 5.1;
(iii) the use of the Premises proposed by such assignee or sublessee conforms to
the permitted uses specified under Section 5.1 and otherwise conforms with
Landlord's tenant-mix requirements then applicable to the Shopping Center; and
(iv) the assignment or sublease would not breach any covenant of Landlord
respecting radius, location, use or exclusivity in any other lease, financing
agreement or other agreement relating to the Shopping Center or contained in
this Lease.

                                  Page 24 of 43
<PAGE>

         13.5. Other Terms and Conditions. Each assignment or sublease to which
Landlord consents shall be effected by an instrument in writing in form and
substance reasonably satisfactory to Landlord, and shall be executed by both
Tenant and the assignee or sublessee, as the case may be. Two (2) fully executed
copies of such written instrument shall be delivered to Landlord concurrently
with the consummation of such assignment or sublease transaction. Each assignee
or sublessee in any assignment or sublease transaction hereunder shall agree in
such written instrument to assume and be bound by all of the terms, covenants,
conditions and obligations of this Lease. Every sublease shall be subject and
subordinate to the provisions of this Lease. If Landlord consents to an
assignment or sublease, Tenant shall remain liable for all its obligations and
liabilities under this Lease, including the payment of Fixed Minimum Rent. No
consent by Landlord to any modification, amendment or termination of this Lease,
or extension, waiver or modification of payment or any other obligations under
this Lease, or any other action of Landlord with respect to any assignee or
sublessee, or the insolvency, bankruptcy or default of any such assignee or
sublessee, shall affect the continuing liability of Tenant for its obligations
and liabilities hereunder, and Tenant waives any defense arising out of or based
thereon. Tenant shall reimburse Landlord for all reasonable costs and expenses
incurred in connection with any proposed assignment or sublease transaction
hereunder requiring Landlord's consent not to exceed Two Thousand Dollars
($2,000.00), including attorneys' fees and lease administration fees incurred by
Landlord in connection with the processing and documentation of any requested
assignment or subletting, regardless of whether such transaction is actually
consummated. Landlord may also require, as a condition of any assignment or
subletting, that Tenant not then have committed an uncured Event of Default.

         13.6. Landlord Rights and Remedies. Any assignment or sublease made
without Landlord's prior written consent hereunder shall, at Landlord's sole
election, be void and shall constitute an Event of Default by Tenant under this
Lease. No consent to any assignment or sublease shall constitute a waiver of the
provisions of this Article 13 with respect to any subsequent assignment or
sublease, and each assignment or sublease by Tenant hereunder shall require
Landlord's prior written consent pursuant to this Article 13. If Tenant purports
to assign this Lease, or sublease all or any portion of the Premises, or permit
any person or persons other than Tenant to occupy the Premises, without
Landlord's prior written consent given hereunder, Landlord may collect rent from
the person or persons then or thereafter occupying the Premises and apply the
net amount collected to the Rent hereunder, but no such collection shall be
deemed a waiver of this Article 13, or the acceptance of any such purported
assignee, sublessee or occupant, or a release of Tenant from the further
performance by Tenant of covenants on the part of Tenant herein contained.

         13.7. Scope of Assignment or Subletting.
               ---------------------------------

                  13.7.1. General. As used herein, an assignment or subletting
         includes the following: (i) if Tenant is a partnership, a transfer,
         voluntary or involuntary, of all or any part of any interest in such
         partnership, or the dissolution of the partnership, whether voluntary
         or involuntary; (ii) if Tenant is a corporation, any dissolution,
         merger, consolidation or other reorganization of Tenant, or the
         transfer, either by a single transaction or in a series of
         transactions, of a controlling percentage of the stock of Tenant, or

                                  Page 25 of 43
<PAGE>

         the sale, by a single transaction of or series of transaction, within
         any one (1) year period, of corporate assets equaling or exceeding
         twenty percent (20%) of the total value of Tenant's assets, unless any
         such corporate change results from the trading of shares listed on a
         recognized public stock exchange and such trading is not for the
         purposes of acquiring effective control of Tenant; (iii) if Tenant is a
         trust, the transfer, voluntarily or involuntarily, of all or any part
         of the controlling interest in such trust; and (iv) if Tenant is any
         other form of entity, a transfer, voluntary or involuntary, of all or
         any part of any interest in such entity. As used herein, the phrase
         "controlling percentage" or "controlling interest" means the ownership
         of, and/or the right to vote, stock possessing at least fifty-one
         percent (51%) of the total combined interests in Tenant, or voting
         power of all classes of Tenant's capital stock issued, outstanding, and
         entitled to vote for the election of directors.

                  13.7.2. Permitted Transfers. Notwithstanding Section 13.1 or
         Section 13.7.1, Tenant shall have the right to assign its entire
         interest under this Lease, and Landlord shall not require consent
         thereto (provided that all of the conditions set forth in clauses (A)
         through (C) below shall be met), if such assignment is one of the
         following "Permitted Transfers": (i) an assignment in connection with
         the initial public offering of the stock of Tenant; (ii) an assignment
         in connection with the non-bankruptcy reorganization or merger of the
         corporate entity constituting the Tenant under this Lease, where
         substantially the same shareholders own substantially the same amounts
         and proportions of stock before and after such reorganization or
         merger; (iii) an assignment to a parent, subsidiary, affiliated company
         or successor company which acquires a majority interest in Tenant; (iv)
         or any Corporation into which or with which Tenant has merged or
         consolidated; (v) any Corporation which acquires all or substantially
         all of the assets of Tenant or the issued and outstanding shares of
         capital stock of Tenant, or a majority of Tenant' stores in the state
         in which the Shopping Center is located; or (vi) any partnership, the
         majority interest of which shall be owned by the parent of Tenant.
         However, the foregoing Permitted Transfers shall be exempt from the
         requirement of Landlord's consent only if all of the following
         conditions shall be met: (A) there shall be no change in the use or
         operation of the Premises or the format under which the Premises are
         operated; (B) the assignment would not breach any covenant of Landlord
         respecting radius, location, use or exclusivity in any other lease in,
         or financing agreement relating to, the Shopping Center, or contained
         in this Lease; and (C) Tenant shall have provided to Landlord all
         information to allow Landlord to determine, and Landlord shall have
         determined, that the proposed transfer is a Permitted Transfer which is
         exempt from the requirement of Landlord's consent. No transfer of the
         type described in this Section 13.7.2, or any other transfer, shall
         release Tenant of its obligations under this Lease.

         13.8. Encumbrances. Tenant shall not encumber, hypothecate or transfer
as security (whether by conditional assignment or sublease, or otherwise) this
Lease, or any Tenant's rights, duties or obligations hereunder.

14.      ACCESS
         ------

         14.1. Access to Premises. Landlord and its designees shall have the
right to enter upon the Premises at all reasonable hours with prior notice (and
in emergencies at all times with notice) without diminution or abatement of Rent

                                  Page 26 of 43
<PAGE>

or liability to Tenant: (i) to inspect the same or show the same to prospective
lenders or buyers; (ii) to make repairs, improvements additions or alterations
to the Premises, the Building or any property owned or controlled by Landlord
(and for such purposes to erect scaffolding and other necessary structures where
required by the character of the work to be performed, always providing the
entrance to the Premises is not blocked thereby); (iii) to serve or post any
notice required or permitted under the provisions of this Lease or by law; and
(iv) for any other lawful purposes. In exercising its right to Tenant's Lease
Premises pursuant to the terms of this section, Landlord shall have due regard
for the conduct of Tenant's business and shall not materially and unreasonably
interfere with the conduct of such business. Tenant shall have the right to
install locks on all doors provided such locks comply with all emergency exiting
and the Americans with Disabilities Act (ADA) and similar state requirements.
Tenant shall provide one (1) copy of all such keys to the Fire Department upon
request of Landlord or the Fire Department for use in its Knox Box system.

         14.2. Excavations. If an excavation is made upon the land adjacent to
the Premises or the Building, Tenant shall permit entry to the Premises by all
persons performing such work as Landlord may deem necessary or appropriate to
shore or underpin to preserve the Premises or the Building from injury or
damage, or otherwise. Tenant shall have no claim against Landlord nor shall
Landlord be liable for damages, indemnification or diminution. Tenant shall be
allowed a prorated abatement of Rent payable hereunder if such disruption
continues for more than fourteen (14) continuous days or involves more than ten
percent (10%) of the Premises.

         14.3. Access for Prospective Tenants. For the period commencing the
earlier of the required option notice period as specified in Section 3.6.2
herein or one hundred eighty (180) days prior to the end of the Term or Option
Term, as the case may be, Landlord shall have access to the Premises to exhibit
the same to prospective tenants.

15.      EMINENT DOMAIN
         --------------

         15.1. Entire or Substantial Taking. If the Premises or the Shopping
Center, or any portion of or interest in either, is taken for any public or
quasi-public use under any statute or by right of eminent domain, or by purchase
in lieu thereof, so that in Landlord's or Tenant's judgment a reasonable amount
of reconstruction of the Premises and/or Shopping Center will not result in the
Premises being reasonably suited for Tenant's continued occupancy for the uses
and purposes for which the Premises are leased, then written notice shall be
given by the other party and this Lease shall terminate as of the date that
possession of the Premises or Shopping Center, or part thereof, or interest
therein is taken.

         15.2. Partial Taking. If any part of or interest in the Premises or the
Shopping Center is so taken and the remaining part thereof or interest therein
is, in Landlord's or Tenant's judgment, after reconstruction of the remaining
Premises or Shopping Center, reasonably suitable for Tenant's continued
occupancy for the purposes and uses for which the Premises are leased, then
after giving written notice to the other party, this Lease shall, as to the part
of the Premises so taken, terminate as of the date possession of such part is
taken, and the Fixed Minimum Rent then in effect shall be reduced in the
proportion that the Gross Leasable Area of the part taken (less any additions
thereto by reason of any reconstruction) bears to the original Gross Leasable
Area of the Premises. Landlord shall, at its own cost and expense, make

                                  Page 27 of 43
<PAGE>

necessary repairs or alterations to the remaining Premises and/or Shopping
Center, so as to constitute the remaining Premises (or the Building) a complete
architectural unit, provided that (i) the cost of such work does not exceed the
amount of the award available to Landlord as a result of the taking unless
Tenant elects by written notice to pay for all excess costs or if Tenant does
not so elect and pay, the Lease will terminate as of the date possession of the
portion of the Premises is taken; and (ii) the scope of such work shall not
exceed that done by Landlord in originally constructing the Building and/or the
Premises. A just part of the Fixed Minimum Rent shall be abated during such
restoration to the extent that such restoration substantially interferes with
the conduct of Tenant's business in the Premises.

         15.3. Disposition of Award. All compensation or damages awarded or paid
for any taking hereunder shall belong to and be the property of Landlord,
whether such compensation or damages are awarded or paid as compensation for
diminution in value of the leasehold, the fee or otherwise, except that Landlord
shall not be entitled to any award made to Tenant for loss of business or the
unamortized cost of Tenant's stock, trade fixtures or leasehold improvements
paid by Tenant. Tenant waives all right to any portion of the award belonging to
Landlord hereunder, and grants to Landlord all of Tenant's rights therein.
Nothing in this section shall preclude Tenant from seeking its own claim against
the public or quasi-public authority for compensation and damages for the
injuries and loss sustained by them as a result of the taking or acquisition.

         15.4. Further Assurance. Each party shall execute and deliver to the
other all documents or instruments that may be necessary or appropriate to
effectuate the provisions hereof.

         15.5. Tenant Waivers. Tenant hereby waives any right at law or in
equity which it might have to terminate this Lease on account of any taking by
condemnation or power of eminent domain affecting the Premises, the Building
and/or the Shopping Center, including all rights under California Code of Civil
Procedure Sections 1265.120 and 1265.130, and any similar or successor statues.
In the event of such a taking, the rights, duties and obligations of the parties
shall be governed solely by the applicable provisions of this Lease with respect
thereto.

16.      DAMAGE OR DESTRUCTION
         ---------------------

         16.1. Landlord to Rebuild. If the Premises are damaged or destroyed by
fire or other casualty insured under Landlord's casualty insurance carried under
Section 6.2, then Landlord shall repair the damaged or destroyed portions of the
Premises, using reasonable diligence, unless Landlord elects not to repair as
hereinafter provided. If such damage or destruction substantially interferes
with the conduct of Tenant's business in the Premises, then a just part of the
Fixed Minimum Rent shall be abated, to the extent of such interference
reasonably attributable to such damage or destruction, until substantial
completion of such repairs.

         16.2. Landlord's Options to Terminate. If (i) fifty percent (50%) or
more of the Gross Leasable Area of the Building or the Shopping Center is
damaged or destroyed by fire or other casualty insured under Landlord's casualty
insurance carried under Section 6.2 (notwithstanding that the Premises may
sustain no material damage), or (ii) the Building is damaged or destroyed by

                                  Page 28 of 43
<PAGE>

casualty so insured and the cost of repair or replacement equals or exceeds
thirty-three percent (33%) of the actual replacement cost thereof, or (iii) the
Premises, the Building and/or the Shopping Center, or any portion thereof, are
damaged or destroyed in whole or in part from any cause or casualty, and
Landlord does not actually receive insurance proceeds sufficient to fund the
cost of repair and restoration, then, in any such event, Landlord may elect, in
its sole discretion, to (a) repair or rebuild the damaged or destroyed portion
of the Premises, Building or Shopping Center or (b) terminate this Lease by
giving written notice of such termination to Tenant. Landlord shall make its
election within thirty (30) days after any such damage or destruction. If
Landlord elects to repair or rebuild, then it shall proceed with reasonable
diligence to make such repairs or rebuilding. Unless Landlord elects to
terminate this Lease hereunder, any damage or destruction to the Premises, the
Building and/or the Shopping Center shall have no effect on this Lease and this
Lease shall remain in full force and effect, the parties waiving the provisions
of any statute or law to the contrary.

         16.3. Tenant's Option to Terminate. If the Premises is damaged or
destroyed and such damage or destruction substantially interferes with the
conduct of Tenant's business in the Premises and if Landlord cannot restore the
Premises within the earlier of ninety (90) days after receipt of all required
governmental permits and approvals or one hundred eighty (180) days from the
date of the casualty, then Tenant shall have the right to immediately terminate
this Lease by giving written notice of such termination to Landlord. If Landlord
can restore the Premises within the time frame noted above, it shall notify
Tenant in writing of that ability within ten (10) days after any such damage or
destruction. In the event Landlord notifies Tenant that it will restore the
Premises and such restoration is not completed within the time allowed under
this Section 16.3 then, at Tenant's option, (i) Landlord shall refund to Tenant
fifty percent (50%) of the rent paid from the date of said damage or destruction
or (ii) Tenant may immediately terminate this Lease in writing.

         16.4. Extent of Landlord's Repair and Rebuilding Obligations. If
Landlord elects to repair and rebuild hereunder, then its obligation for such
repair and rebuilding shall be limited to a scope of work not exceeding the
original scope of work for the portions of the Shopping Center repaired and
reconstructed hereunder and Landlord's Work as set forth in Exhibit C. Landlord
shall have sole control over all design and construction decisions with respect
to such repair and rebuilding. All costs and expenses for such repair and
rebuilding shall be borne by Landlord. If Landlord elects to repair and rebuild
hereunder, then Tenant shall forthwith replace or repair all of Tenant's Work as
set forth in Exhibit D, Tenant's signs, trade fixtures, equipment display cases
and all other installations made or installed by Tenant under this Lease,
regardless of whether paid for by Landlord or Tenant. Tenant shall prosecute its
work of repair and reconstruction hereunder with all due diligence and shall
re-open for business in the Premises at the earliest possible time after the
event of damage or destruction, so that Landlord will be deprived of the
benefits of Tenant's business operations in the Premises for as short a time as
possible.

         16.5. Tenant Waivers. Tenant hereby waives any right at law or in
equity which it might have to terminate this Lease on account of any damage or
destruction to the Premises, the Building and/or the Shopping Center, including
all rights under California Civil Code Sections 1932(2) and 1933(4), and any
similar or successor statutes. In the event of any such damage or destruction,
the rights, duties and obligations of the parties shall be governed solely by
the applicable provisions of this Lease with respect thereto.

                                  Page 29 of 43
<PAGE>

17.      WAIVER OF CLAIMS; INDEMNITY
         ---------------------------

         17.1. Waiver of Claims. Landlord shall not be liable to Tenant, or to
any other person or entity, from or for any event, occurrence, act, neglect,
omission, loss, damage, injury or death, inside the Premises, howsoever caused
or whenever occurring except due to Landlord's negligence or willful misconduct,
including damages occasioned by falling plaster, electricity, plumbing, gas,
water, steam, sprinkler or other pipe and sewage system or by the bursting,
running or leaking of any tank, washstand, closet or waste or other pipes in the
Premises, damages occasioned by water being upon or coming through the roof,
skylight, vent, trapdoor or otherwise of any portion of the Premises, or damages
for any failure to furnish, or interruption of, service of any water, gas,
electricity and/or telephone, except as otherwise provided herein, or caused by
fire, accident, riot, strike, labor disputes, acts of God, or the making of or
failure to make any repairs or improvements.

         17.2. Landlord's Indemnity.Except as provided in Section 17.1 of this
Lease, Landlord shall indemnify, defend, protect and hold Tenant harmless from
and against any and all claims, proceedings, damages, causes of action,
liability, costs or expense (including attorneys' fees) arising from or in
connection with or caused by any act, omission or negligence of Landlord or its
contractors, licensees, invitees, agents, servants or employees, wheresoever the
same may occur; or any accident, injury, death or damage to any person or
property: (i) occurring in, on or about the Premises prior to the beginning of
the Term (except if caused by an act or omission of Tenant, its agents or
employees); (ii) occurring on the Premises during the Term if caused by any act
or omission by Landlord or its agents or employees; (iii) arising out of any
default by Landlord hereunder; or (iv) occurring in the Shopping Center, but
outside the Premises which is not caused by Tenant, their respective
contractors, licensees, invitees, agents, servants or employees.

         17.3. Tenant's Indemnity. Tenant shall indemnify, defend, protect and
hold Landlord harmless from and against any and all claims, proceedings,
damages, causes of action, liability, costs or expense (including attorneys'
fees) arising from or in connection with or caused by: (i) any act, omission or
negligence of Tenant or any subtenant of Tenant, or their respective
contractors, licensees, invitees, agents, servants or employees, wheresoever the
same may occur; or (ii) any accident, injury, death or damage to any person or
property occurring in, on or about the Premises, or any part thereof, except if
caused by the gross negligence or willful misconduct of Landlord, its agents or
employees.

18.      NOTICES
         -------

         18.1. Procedure. All notices, consents, waivers or other communications
which this Lease requires or permits either party to give to the other shall be
in writing and shall be given by personal delivery (including delivery by
messenger or overnight courier service) or by certified mail, return receipt
requested, postage prepaid, addressed to the parties as set forth below:

                                  Page 30 of 43
<PAGE>

To Landlord:                 L&H Properties, LLC
                             c/o Pierson Company
                             1200 West Harris St.
                             Eureka, CA 95503
                             707-268-1800 Tel
                             707-268-1801 Fax
                             707-444-7314 After Hours Pager

To Tenant:                   North Valley Bank
                             Attn:  Scott R. Louis, EVP/Chief Operating Officer
                             300 Park Marina Circle (96001)
                             P.O. Box 994630
                             Redding, CA 96099-4630
                             (530) 226-2900 Tel
                             (530) 221-4877 Fax

Also To Tenant:              North Valley Bank
                             Attn:  Leo J. Graham, General Counsel
                             300 Park Marina Circle (96001)
                             P.O. Box 994630
                             Redding, CA 96099-4630
                             (530) 226-2924 Tel
                             (530) 221-4877 Fax

Either party may change its mailing address at any time by giving written notice
of such change to the other party in the manner provided herein at least ten
(10) days prior to the date such change is effected. Rent and other charges
required by this Lease to be paid by Tenant to Landlord shall be delivered to
Landlord at Landlord's address set forth above or to such other address as
Landlord may from time to time specify by written notice to Tenant. All notices
under this Lease shall be deemed given, received, made or communicated on the
date personal delivery is effected or, if mailed, on the delivery date or
attempted delivery date shown on the return receipt.

         18.2. Multiple Tenants. If there is more than one (1) person or entity
comprising Tenant, then all notices, consents, waivers or other communications
under this Lease may be given by or to any one of such persons or entities, and
when so served, shall have the same force and effect as if given or served upon
each such person or entity, and each such person or entity hereby designates
each other such person or entity as its agent for service of such notices in
accordance herewith.

19.      DEFAULT AND REMEDIES
         --------------------

         19.1. Notice to Tenant. Upon the occurrence of any Event of Default,
Landlord shall give Tenant written notice thereof, specifying the Event of
Default and the provisions of this Lease breached by Tenant and Tenant shall
have the right to cure such Event of Default within the time periods, if any,
hereinafter specified.

                                  Page 31 of 43
<PAGE>

                  19.1.1. Vacation or Abandonment. For vacation or abandonment
         of the Premises as defined in Sections 1 and 5.2, within thirty (30)
         days after Landlord's written notice.

                  19.1.2. Nonpayment of Money. For failure to pay Fixed Minimum
         Rent, Percentage Rent or any other charge or sum, within five (5) days
         after Landlord's written notice, unless Tenant has failed more than two
         (2) times during a given Lease Year timely to pay any Rent so that
         Landlord has been required to give notice hereunder, in which event no
         written notice or cure period shall thereafter be required or
         applicable during such Lease Year.

                  19.1.3. Other Obligations. For failure to perform any
         obligation, agreement or covenant under this Lease, other than
         nonpayment of monies, within thirty (30) days after Landlord's written
         notice, unless Tenant has defaulted in the performance of any
         obligation, agreement or covenant more than two (2) times during the
         Term for the same Event of Default and notice of such Event of Default
         has been given by Landlord in each instance, in which event no notice
         or cure period shall thereafter be required or applicable hereunder.
         Notwithstanding the foregoing 30-day period, if such obligation,
         agreement or covenant is of such a nature that it cannot be cured
         within thirty (30) days after Landlord's notice, then Tenant shall not
         be in default provided that it has commenced to perform such
         obligation, agreement or covenant within such 30-day period and is
         diligently pursuing performance thereof.

                  19.1.4. No Notice. No notice or cure period shall be required
         or applicable hereunder for any Event of Default based upon an
         assignment or subletting in violation of Article 13.

         19.2. Landlord's Remedies. On the occurrence of an Event of Default
which Tenant fails to cure after notice and expiration of the cure period, if
any, specified above, Landlord shall have the right: (i) to terminate this Lease
and, at any time thereafter, recover possession of the Premises and, by any
lawful means, expel and remove Tenant and any other person occupying the
Premises, without prejudice to any of the remedies that Landlord may have under
this Lease or at law or in equity; or (ii) to continue this Lease in effect for
so long as Landlord does not terminate Tenant's right to possession, and enforce
all Landlord's rights and remedies under this Lease, including the right to
recover Fixed Minimum Rent as it becomes due, or relet the Premises at such
rental and upon such terms and conditions as Landlord, in its sole discretion,
may deem advisable. Acts of maintenance, preservation or efforts to lease the
Premises, the appointment of a receiver upon application of Landlord to protect
Landlord's interest under this Lease, or re-entry or taking of possession of the
Premises by Landlord, shall not constitute an election to terminate Tenant's
right to possession unless specific written notice of such termination is given
to Tenant. Upon Landlord taking possession of the Premises, Landlord may store
any abandoned property of Tenant located in the Premises and not removed by
Tenant within five (5) days of taking possession, in a public warehouse or
elsewhere at Tenant's expense or otherwise dispose of such property in the
manner provided by law. If Landlord does not terminate this Lease hereunder,
then Tenant shall continue to pay currently all amounts payable by Tenant under
this Lease, together with the cost of obtaining possession of and reletting the
Premises, any repairs and alterations necessary to prepare the Premises for
reletting, and brokerage commissions and reasonable attorneys' fees incurred in

                                  Page 32 of 43
<PAGE>

connection therewith, less the rents, if any, received from such reletting. Any
and all monthly deficiencies so payable by Tenant shall be paid on each due date
for Fixed Minimum Rent. Notwithstanding any reletting without termination,
Landlord may at any time thereafter elect to terminate this Lease.

         19.3. Damages Upon Termination. If Landlord terminates this Lease
pursuant to Section 19.2, then Landlord may exercise all rights and remedies
available to a landlord at law or in equity, including the right to recover from
Tenant: (i) the worth at the time of award of the unpaid Rent and other amounts
payable by Tenant hereunder which had been earned at the time of termination;
(ii) the worth at the time of award of the amount by which the unpaid Rent and
such other amounts which would have been earned after termination until the time
of the award exceeds the amount of loss of Rent and such other amounts that the
Tenant proves could have been reasonably avoided; (iii) the worth at the time of
award of the amount by which the unpaid Rent and such other amounts for the
balance of the term after the time of the award exceeds the amount of loss of
Rent and such other amounts that the Tenant proves could be reasonably avoided;
and (iv) any other amount necessary to compensate Landlord for all the detriment
proximately caused by Tenant's failure to perform its obligations under this
Lease or which, in the ordinary course of things, would be likely to result
therefrom. The "worth at the time of award" of the amounts referred to in
clauses (i) and (ii) shall be computed with Interest. The "worth at the time of
award" of the amount referred to in clause (iii) shall be computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco, California, plus one percent (1%). As used herein, "time of award"
shall mean either the date upon which Tenant pays to Landlord the amount
recoverable by Landlord as hereinabove set forth, or the date of entry of any
determination, order or judgment, of any court or other legally constituted body
determining the amount recoverable, whichever first occurs.

         19.4. Computation of Rent and Other Amounts for Purposes of Default.
For purposes of Section 19.3, unpaid Rent and other amounts which would have
accrued and become payable under this Lease shall consist of the sum of: (i) the
total Fixed Minimum Rent for the balance of the Term, plus (ii) a computation of
Taxes and Common Area Maintenance Costs for the balance of the Term, the assumed
Taxes and Common Area Maintenance Costs for the Lease Year in which the Event of
Default occurs and each future Lease Year to be equal to the Taxes and Common
Area Maintenance Costs for the Lease Year prior to the Lease Year in which the
Event of Default occurs, compounded at a per annum rate equal to the mean
average rate of inflation for the preceding five (5) Lease Years as determined
by the CPI.

         19.5. Waiver of Statutory Notice Periods. The notice periods after
Events of Default specified in Section 19.1 shall be exclusive of any other
notice period provided by law with respect to any such Event of Default, and
Tenant hereby waives any right under law to any other notice period now or
hereinafter enacted.

         19.6. Landlord's Right to Perform on Tenant's Breach. In addition to
any other right or remedy of Landlord hereunder, upon the occurrence of an Event
of Default and without waiving or releasing Tenant from any obligation of Tenant
hereunder, Landlord may (but shall not be required to) cure such Event of
Default for the account of Tenant after Tenant's failure to cure within the time
set herein. Landlord shall not be responsible or liable to Tenant for any loss
or damage that may be caused to Tenant's stock or business by reason of
effecting cure hereunder. All sums paid by Landlord and all costs and expenses
incurred by Landlord in connection with such cure (including attorneys' fees),
together with Interest thereon from the respective dates of Landlord's
incurrence of each item of cost or expense, shall be payable by Tenant on
demand.

                                  Page 33 of 43
<PAGE>

         19.7. Receiver. If a receiver is appointed in any action by Landlord
against Tenant on account of any Event of Default, such receiver may take
possession of any personal property belonging to Tenant and used in the business
conducted on the Premises, and the entry or possession by such a receiver shall
not constitute an eviction of Tenant from the Premises or any portion thereof.
Tenant shall indemnify, defend, protect and hold Landlord harmless from any
damages, causes of action, liability, cost or expense (including reasonable
attorneys' fees) arising out of or in connection with the entry by such receiver
and the taking of possession of the Premises and/or such personal property.
Neither the application for the appointment of such receiver, nor the
appointment itself, shall constitute an election on Landlord's part to terminate
this Lease, unless written notice of such election is given by Landlord to
Tenant hereunder.

         19.8. Landlord's Defaults.
               -------------------

                  19.8.1. Notice and Cures; Landlord's Liability. If Landlord
         fails to perform any of its obligations under this Lease, then Tenant
         shall give Landlord thirty (30) days written notice thereof, specifying
         with particularity the breach claimed by Tenant. Landlord shall have
         the right to cure such breach during the 30-day period following
         receipt of Tenant's notice hereunder, unless such breach cannot
         reasonably be cured within such 30-day period, in which event Landlord
         shall not be in default under this Lease if Landlord commences such
         cure within such 30-day period and thereafter diligently prosecutes the
         same to completion. If the Premises, or any portion thereof, are at any
         time subject to any mortgage or a deed of trust, Tenant shall serve on
         the mortgagee or beneficiary thereunder concurrent copies of any notice
         of default served on Landlord hereunder, provided Tenant has been given
         such Mortgagee's notice address. If Landlord fails to cure any noticed
         breach hereunder within the time period provided in this Section
         19.8.1, then any such mortgagee or beneficiary shall have an additional
         thirty (30) days within which to cure Landlord's breach, plus such
         reasonable additional time as may be necessary to perfect such
         mortgagee's or beneficiary's rights and remedies under its mortgage or
         deed of trust (including foreclosure proceedings or the appointment of
         a receiver) and complete cure in fact. If and when such mortgagee or
         beneficiary has rendered performance on behalf of Landlord, Landlord's
         breach shall be deemed cured, and if for any reason Landlord's breach
         is not susceptible of cure, it shall nevertheless be deemed cured upon
         such mortgagee's or beneficiary's taking of possession of Landlord's
         interest in the Premises. Notwithstanding anything to the contrary
         under applicable law, Tenant shall have no right to terminate this
         Lease during the notice and cure periods hereunder. If Landlord fails
         to cure its breach hereunder (or such breach is not cured by a
         mortgagee or beneficiary as herein specified), then Landlord shall be
         liable to Tenant only for Tenant's direct damages caused thereby and
         Tenant waives any rights to recover consequential damages on account
         thereof.

                  19.8.2. Limitations on Tenant's Remedies. Landlord shall never
         be personally liable under this Lease; Tenant shall look solely to
         Landlord's interest in the Shopping Center for any recovery of damages
         for any breach by Landlord of this Lease, or any recovery of any
         judgment from Landlord. None of the members comprising Landlord
         (whether partners, shareholders, officers, directors, trustees,
         employees, beneficiaries or otherwise) shall ever be personally liable

                                  Page 34 of 43
<PAGE>

         for any such judgment. There shall be no levy of execution against any
         assets of Landlord, other than the Shopping Center, or the assets of
         such members on account of any liability of Landlord hereunder. Tenant
         hereby waives any right of recovery or satisfaction of any judgment
         against Landlord or its members, except as to Landlord's interest in
         the Shopping Center as herein specified, except Tenant may bring any
         action at law or equity or under this Agreement to require Landlord to
         specifically perform the terms of this Agreement or to obtain
         injunctive relief in order to enforce the terms of this Agreement. Said
         judgment may be enforced against Landlord so as to require Landlord to
         comply with the terms of this Agreement.

         19.9. Waiver; Remedies Cumulative. Failure of either party to declare
an Event of Default immediately upon the occurrence thereof, or delay in taking
any action in connection therewith, shall not waive such Event of Default unless
such delay shall make a reversal of such action unfeasible, but the party
declaring such Event of Default shall have the right to declare any such Event
of Default at any time thereafter. No waiver by Either party of an Event of
Default, or any agreement, term, covenant or condition contained in this Lease,
shall be effective or binding on the other party unless made in writing and no
such waiver shall be implied from any omission by Either party to take action
with respect to such Event of Default or other such matter. No express written
waiver by Either party of any Event of Default, or other such matter, shall
affect or cover any other Event of Default, matter or period of time, other than
the Event of Default, matter and/or period of time specified in such express
waiver. One or more written waivers by Either party of any Event of Default, or
other matter, shall not be deemed to be a waiver of any subsequent Event of
Default, or other matter, in the performance of the same provision of this
Lease. Acceptance of Rent by Landlord hereunder shall not, in and of itself,
constitute a waiver of any Event of Default or of any agreement, term, covenant
or condition of this Lease, except as to the payment of Rent so accepted,
regardless of Landlord's knowledge of any concurrent Event of Default or matter.
All of the remedies permitted or available to Either party under this Lease, or
at law or in equity, shall be cumulative and not alternative unless waived
herein; invocation of any such right or remedy shall not constitute a waiver or
election of remedies with respect to any other permitted or available right or
remedy.

         19.10. Interest. Any sum due and payable to Landlord or Tenant under
the terms of this Lease which is not paid when due shall bear Interest from the
date when the same becomes due and payable by the provisions hereof until paid
unless stated otherwise in this Lease.

         19.11. No Accord and Satisfaction. No payment by Tenant, or receipt by
Landlord, of a lesser amount than the Rent herein provided shall be deemed to be
other than on account of the earliest Rent due and payable hereunder, nor shall
any endorsement or statement on any check, or letter accompanying any check or
payment, as Rent be deemed an accord and satisfaction. Landlord may accept any
such check or payment without prejudice to Landlord's right to recover the
balance of such Rent or pursue any other right or remedy provided in this Lease.

         19.12. Waiver of Right of Redemption. Tenant hereby expressly waives
any and all rights of redemption granted by or under any present or future law
in the event Tenant is evicted or dispossessed from the Premises for any cause,
or in the event Landlord obtains possession of the Premises by reason of the
commission by Tenant of an Event of Default or otherwise.

                                  Page 35 of 43
<PAGE>

20.      SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT; ESTOPPEL CERTIFICATES
         --------------------------------------------------------------------

         20.1. Subordination. This Lease, and all of Tenant's rights and
interest in the leasehold estate hereunder, shall be subject and subordinate to
any mortgages or deeds of trust that now encumber, or may hereafter be placed
upon, the Premises, and to the rights of the mortgagees or beneficiaries
thereunder, any and all advances made or to be made thereunder, the interest
thereon, and all modifications, renewals, replacements and extensions thereof.
If any such mortgagee or beneficiary so elects in writing, then this Lease shall
be superior to the lien of the mortgage or deed of trust held by such mortgagee
or beneficiary, whether this Lease is dated or recorded before or after such
mortgage or trust deed. Upon request, Tenant shall promptly execute and deliver
to Landlord, or any such mortgagee or beneficiary, any reasonable documents or
instruments required by any of them to evidence subordination of this Lease
hereunder or to make this Lease prior to the lien of any mortgage or deed of
trust as herein specified. If Tenant fails or refuses to do so within fifteen
(15) days after written request therefor by Landlord or such mortgagee or
beneficiary, then Landlord can execute such subordination on behalf of Tenant as
its Attorney In Fact and such action shall in no way affect the validity or
enforceability of the subordination to or by the mortgage or deed of trust held
by such mortgagee or beneficiary. As used herein, the terms "mortgage" and "deed
of trust" include any sale and leaseback transaction in which Landlord sells and
simultaneously leases back all or any portion of its interest in the Shopping
Center. Provided Tenant subordinates to a mortgagee or beneficiary under a
security instrument, Tenant attorns to any purchaser or transferee pursuant to
Section 20.2, and is not in default under this Lease, the mortgagee or
beneficiary or its successor in interest under a security instrument shall not
disturb Tenant's possession of the Premises.

         20.2. Attornment by Tenant. Upon enforcement of any rights or remedies
under any mortgage or deed of trust to which this Lease is subordinated
(including proceedings for judicial foreclosure or a trustee's sale pursuant to
a power of sale, or deed in lieu of foreclosure delivered by Landlord to the
mortgagee or beneficiary thereunder), Tenant shall, at the election of the
purchaser or transferee under such right or remedy, attorn to and recognize such
purchaser or transferee as Tenant's landlord under this Lease. Tenant shall
execute and deliver any reasonable document or instrument required by such
purchaser or transferee confirming the attornment hereunder.

         20.3. Subordination to Covenants and Easements. If the Shopping Center
is now or hereafter governed or burdened by any easements, covenants, conditions
and/or restrictions of record agreed to, granted and/or imposed by Landlord
and/or any other third party (including a "REA"), then this Lease, and all of
Tenant's rights and interest in the leasehold estate hereunder, is and shall be
subject and subordinate thereto and to any and all amendments or modifications
at any reasonable time made thereto. Tenant shall promptly upon request execute
and deliver to Landlord any documents or instruments required to evidence the
subordination of this Lease hereunder. If Tenant fails or refuses to do so
within fifteen (15) days after written request therefor by Landlord, then
Landlord can execute such subordination on behalf of Tenant as its Attorney in
Fact, which shall in no way affect the validity or enforceability of this
subordination as herein specified.

         20.4. Estoppel Certificates. Tenant shall, at any time and from time to
time, upon not less than fifteen (15) days' prior written request by Landlord,
execute, acknowledge and deliver to Landlord, or Landlord's designee, a

                                  Page 36 of 43
<PAGE>

statement in writing certifying: (i) the date of this Lease, and that this Lease
is unmodified and in full force and effect (or if there have been modifications,
that the same are in full force and effect as modified and stating the date[s]
and identifying the nature of the modification[s]); (ii) the amounts of pre-paid
Rent and other charges (if any) and the dates to which such Rent and other
charges have been paid, if applicable; (iii) and confirming Tenant's acceptance
of the Premises and the Term Commencement Date; (iv) that Tenant is not in
default under this Lease, that no notice has been received by or delivered to
Tenant of any Event of Default which has not been cured, except as to Events of
Default specified in the certificate, and that no event has occurred which but
for the giving of required notice or expiration of an applicable grace period
would constitute an Event of Default by Tenant under this Lease; (v) that
Landlord is not in default in the performance of any of its obligations under
this Lease, that Tenant has given no notice of default to Landlord and that no
event has occurred which but for the giving of required notice or expiration of
an applicable grace period would constitute a default by Landlord hereunder; and
(vi) such other matters as may be requested by Landlord or any designee of
Landlord. Any statement delivered pursuant to this Section 20.4 may be relied
upon by any prospective purchaser, encumbrancer, mortgagee, or assignee of any
encumbrancee or mortgagee, of the Premises or the Shopping Center, or any
portion of or interest in either. Upon not less than fifteen (15) days' prior
written request by Landlord, Tenant shall execute, acknowledge and deliver to
any lender supplying financing to the Shopping Center, or any portion thereof or
interest therein, an estoppel certificate on such lender's standard form. If
Tenant fails or refuses to give a statement or certificate within the time
provided hereunder after proper notice and request, then the information
contained in such statement or certificate shall be deemed correct for all
purposes and Landlord can execute such statement or certificate on behalf of
Tenant as its Attorney In Fact.

21.      SECURITY DEPOSIT
         ----------------

         21.1. Amount. If Tenant commits any Event of Default, including the
non-payment of Rent due hereunder, Landlord may use, apply or retain the whole
or any part of the Security Deposit for the payment of any Rent in default, or
for any other sum which Landlord may expend or incur by reason of such Event of
Default, but such Security Deposit shall in no event be construed as liquidated
damages. Should Tenant faithfully and fully comply with all of the terms,
provisions, covenants and conditions of this Lease, the Security Deposit, or any
balance thereof then remaining, shall be returned to Tenant or, at the option of
Landlord, to the last assignee of Tenant's interest in this Lease, at the
expiration of the Term. Landlord shall not be required to segregate the Security
Deposit from Landlord's general funds; Landlord's obligations with respect to
the Security Deposit shall be those of a debtor and not a trustee, and Tenant
shall not be entitled to any interest on the Security Deposit. Invocation by
Landlord of its rights hereunder shall not constitute a waiver of nor relieve
Tenant from any liability or obligation for any Event of Default.

         21.2. Restoration of Security Deposit. If the Security Deposit, or any
portion thereof, is appropriated and applied by Landlord as provided in Section
21.1, Tenant shall, within five (5) days after receipt of written demand by
Landlord, remit to Landlord a sufficient amount in cash to restore the Security
Deposit to the original sum.

                                  Page 37 of 43
<PAGE>

         21.3. Transfer by Landlord. If Landlord conveys or transfers its
interest in the Premises and, as a part of such conveyance or transfer, assigns
its interest in this Lease and Security Deposit, or any portion thereof not
previously applied, the Security Deposit shall be transferred to Landlord's
successor, and Landlord shall be released and discharged from any further
liability to Tenant with respect to such Security Deposit.

22.      SURRENDER OF PREMISES ON TERMINATION
         ------------------------------------

         22.1. Condition of Premises. On the last day or sooner termination of
the Term, Tenant shall quit and surrender the Premises to Landlord, broom clean,
in good order, condition and repair as required by Section 9.2, together with
all alterations, additions and improvements made in, to or on the Premises,
except movable furniture and Tenant's trade fixtures installed at the expense of
Tenant, except that Tenant shall ascertain from Landlord within thirty (30) days
before the end of the Term whether Landlord desires to have the Premises, or any
part or parts thereof, restored to the condition in which the Premises were
delivered to Tenant, or to their condition prior to making any alteration,
addition or improvements thereto, and if Landlord shall so desire, then Tenant
shall, at Tenant's sole cost and expense, so restore the Premises, or such part
or parts thereof, before the end of the Term. On or before the end of the Term,
Tenant shall remove all its personal property from the Premises, and all
property of Tenant not removed hereunder shall be deemed, at Landlord's option,
to be abandoned by Tenant and Landlord may store such property in Tenant's name
at Tenant's expense, and/or dispose of the same in any manner permitted by law.
Tenant shall repair any and all damage to the Premises caused by Tenant's
removal of its furniture, trade fixtures or property hereunder. If the Premises
are not surrendered as of the end of the Term in the manner and condition herein
specified, Tenant shall indemnify, defend, protect and hold Landlord harmless
from and against all loss, liability, cost or expense (including reasonable
attorneys' fees) resulting from or caused by Tenant's delay or failure in so
surrendering the Premises, including any claims made by any succeeding tenant
due to such delay or failure.

         22.2. Effect of Surrender on Subleases. The voluntary or other
surrender of this Lease by Tenant, or a mutual cancellation thereof, or a
termination of this Lease prior to the expiration of the Term, shall not work a
merger and shall, at the sole option of Landlord, either terminate any or all
existing subleases or subtenancies, or operate as an assignment to it of all or
any such subleases or subtenancies.

23.      SALE OF PREMISES BY LANDLORD
         ----------------------------

In the event of any sale or exchange by the Landlord of its interest in the
Premises and assignment by Landlord of this Lease, Landlord shall be released
and relieved of all liability under any and all of its covenants and obligations
contained in or derived from this Lease accruing after the consummation of such
sale or exchange and assignment.

                                  Page 38 of 43
<PAGE>

24.      BROKERS
         -------

Landlord shall pay all broker commissions to the following brokers for bringing
about the execution and delivery of the Lease. Tenant warrants and represents
that Tenant has not had any dealings with any realtor, broker or agent, other
than Mr. Greg Pierson of Pierson Company, in connection with the negotiation of
this Lease and shall pay, indemnify, defend, protect and hold Landlord harmless
from and against any cost, expense or liability (including attorneys' fees) on
account of or in connection with any compensation, commissions or charges
claimed by any other realtor, broker or agent with respect to this Lease and/or
the negotiation thereof.

25.     HAZARDOUS MATERIALS
        -------------------

         25.1. Landlord's Obligations.
               ----------------------

                  25.1.1. Landlord's Representations. Landlord represents that
         it has no knowledge of Hazardous Materials on, under or about the
         Premises or Shopping Center. Except as expressly set forth in this
         Lease, Landlord is making no representations or warranties to Tenant
         with respect to the presence or absence of Hazardous Materials on,
         under or about the Premises or any property adjacent to the Premises or
         the Shopping Center. Landlord will allow Tenant to conduct and pay for
         a written Limited Phase I Environmental Site Assessment and Asbestos
         Survey Report of the Premises and Shopping Center prepared by a
         certified testing company or, upon written request by Tenant, Landlord
         will provide the most recent copy of such report for Tenant's review
         within fifteen (15) days of receipt of Tenant's request, not to be
         requested more frequently than once in any twelve (12) month period.
         This Section may not be construed to require that Landlord obtain such
         a report, and Landlord's choice to obtain such a report shall be in
         Landlord's sole discretion.

                  25.1.2. Indemnification. If a Release is caused or permitted
         by Landlord or its agents, employees or contractors, and results in
         contamination of the Premises or the Shopping Center or if
         contamination is present prior to the Commencement Date, then Landlord
         shall indemnify, defend, protect and hold Tenant, its employees,
         agents, partners, partners of partners, officers and directors,
         harmless from and against any and all claims, actions, suits,
         proceedings, losses, costs, damages, liabilities (including without
         limitation sums paid in settlement of claims), deficiencies, fines,
         penalties, punitive damages or expenses (including, without limitation,
         reasonable attorneys' fees and consultants' fees, investigation and
         laboratory fees, court costs and litigation expenses) which arise
         during or existed before the Term as a result of such breach or
         contamination. This indemnity shall include, (i) any damage, liability,
         fine, penalty, punitive damage, cost or expense arising from or out of
         any claim, action, suit or proceeding for personal injury (including
         sickness, disease, or death), tangible property damage, nuisance,
         pollution, contamination, leak, spill, Release or other effect on the
         environment, and (ii) the cost of any required and necessary
         investigation, repair, clean-up, encapsulation, treatment or
         detoxification of the Premises or the Shopping Center and the
         preparation and implementation of any closure, disposal, remedial or
         other required actions in connection with the Premises or the Shopping
         Center.

                                  Page 39 of 43
<PAGE>

         25.2. Tenant's Obligations.
               --------------------

                  25.2.1. Covenants. If Tenant obtains knowledge of the actual
         or suspected Release of Hazardous Materials on, about, under or in the
         Premises or the Shopping Center, then Tenant shall promptly notify
         Landlord of same. Neither Tenant nor its agents, employees or
         contractors, shall cause or permit Hazardous Materials to be brought
         upon, kept or used in, on, or about the Premises or the Shopping Center
         other than those products carried by Tenant in the normal course of its
         business activities, provided such products are stored, used or
         disposed of as intended and in keeping with federal and state laws
         applicable in the jurisdiction where the Shopping Center is located.
         Tenant shall immediately notify Landlord of any inquiry, test,
         investigation or enforcement proceeding by or against Tenant involving
         the Premises and/or the Shopping Center and a Hazardous Material.

                  25.2.2. Indemnification. If Tenant breaches any obligation set
         forth in this Article or if a Release is caused or permitted by Tenant
         or its agents, employees or contractors, and results in contamination
         of the Premises or the Shopping Center, then Tenant shall indemnify,
         defend, protect and hold Landlord, its employees, agents, partners,
         partners of partners, officers and directors, harmless from and against
         any and all claims, actions, suits, proceedings, losses, costs,
         damages, liabilities (including without limitation sums paid in
         settlement of claims), deficiencies, fines, penalties, punitive damages
         or expenses (including, without limitation, reasonable attorneys' fees
         and consultants' fees, investigation and laboratory fees, court costs
         and litigation expenses) which arise during or after the Term as a
         result of such breach or contamination. This indemnity shall include,
         without limitation (i) any damage, liability, fine, penalty, punitive
         damage, cost or expense arising from or out of any claim, action, suit
         or proceeding for personal injury (including sickness, disease, or
         death), tangible property damage, nuisance, pollution, contamination,
         leak, spill, Release or other effect on the environment, and (ii) the
         cost of any required or necessary investigation, repair, clean-up,
         treatment or detoxification of the Premises or the Shopping Center and
         the preparation and implementation of any closure, disposal, remedial
         or other required actions in connection with the Premises or the
         Shopping Center.

26.      GENERAL PROVISIONS
         ------------------

         26.1. No Partnership. Nothing contained in this Lease shall be deemed
or construed by the parties or by any third person to create the relationship of
principal and agent, or of partnership, or of joint venture, or of any
association between Landlord and Tenant, and neither the method of computation
of Rent, nor any other provision contained in this Lease, nor any acts of the
parties shall be deemed to create any relationship between Landlord and Tenant,
other than the relationship of landlord and tenant.

         26.2. Binding on Successors. Subject to the provisions of Article 13
regarding assignment and subletting by Tenant, all of the provisions, terms,
covenants and conditions of this Lease shall be binding upon and inure to the
benefit of the parties and their respective heirs, executors, administrators,
successors and assigns.

                                  Page 40 of 43
<PAGE>

         26.3. Attorneys' Fees. If either party brings any action or proceeding
against the other (including any cross-complaint, counterclaim or third party
claim) to enforce or interpret this Lease, or otherwise arising out of this
Lease, the prevailing party in such action or proceeding shall be entitled to
its costs and expenses of suit, including reasonable attorneys' fees and
accountants' fees, which shall be payable whether or not such action or
proceeding is prosecuted to judgment. "Prevailing party" within the meaning of
this Section 26.3 shall include a party who dismisses an action for recovery
hereunder in exchange for payment of the sums allegedly due, performance of
covenants allegedly breached or consideration substantially equal to the relief
sought in the action.

         26.4. Governing Law. This Lease shall be construed and enforced in
accordance with the laws of the State in which the Shopping Center is located.

         26.5. Force Majeure. If either party is delayed in the performance of
any covenant of this Lease because of acts of the other party, unusual action of
the elements, war, riot, strikes, lockouts, labor disputes, inability to procure
or general shortage of labor or materials in the normal channels of trade, or
delay in governmental action or inaction where action is required, (financial
inability, imprudent management or negligence excepted) then such performance
shall be excused for the period of the delay and the period of such performance
shall be extended for a period equivalent to the period of such delay, except
that the foregoing shall in no way affect or apply to (i) Tenant's obligation to
pay Rent or Tenant's or Landlord's obligation to pay any other sums or amounts
hereunder, or (ii) the length of the Term. Nothing herein contained shall excuse
a party from exercising all due diligence and taking all necessary actions
possible under the circumstances to terminate any delaying cause herein
specified at the earliest feasible time.

         26.6. Construction and Interpretation. Except in Article 1
("Definitions"), the headings or titles to the Articles and Sections of this
Lease are not a part of this Lease and shall have no effect upon the
construction or interpretation of any part thereof. The use in this Lease of the
words "including," "such as" or words of similar import when following any
general term, statement or matter shall not be construed to limit such
statement, term or matter to the specific items or matters, whether or not
language of non-limitation such as "without limitation" is used with reference
thereto, but rather shall be deemed to refer to all other items or matters that
could reasonably fall within the broadest possible scope of such statement, term
or matter. References to a "month" or "months" refer to whole or partial
calendar months during the Term. All provisions of this Lease have been
negotiated by Landlord and Tenant at arm's length and neither party shall be
deemed the scrivener of this Lease. This Lease shall not be construed for or
against either party by reason of the authorship or alleged authorship of any
provision hereof or by reason of the status of the respective parties as
Landlord or Tenant.

         26.7. Entire Agreement; Amendment. This Lease, together with the
Exhibits hereto, contains all the representations and the entire understanding
between the parties with respect to the subject matter hereof. The Exhibits to
this Lease are fully incorporated herein by reference. Any prior negotiations,
correspondence, memoranda, agreements, representations or warranties are
replaced in total by this Lease and the Exhibits hereto. All reliance with
respect to representations and warranties is solely upon the representations and
warranties contained in this Lease. This Lease may be modified or amended only
by an agreement in writing signed by each of the parties.

                                  Page 41 of 43
<PAGE>

         26.8. References. All references herein to a given Article, Section,
subsection or Exhibit refer to the Articles, Sections, subsections and Exhibits
of this Lease. References to a party or parties shall refer to Landlord or
Tenant, or both, as the context may require.

         26.9. Warranty of Authority. Landlord and Tenant warrant and represent
to the other party that each party has the full right, power and authority to
enter into this Lease and has obtained all necessary consents and approvals from
its partners, officers, board of directors or other members required under the
documents governing its affairs in order to consummate the Lease transaction
contemplated hereby. The persons executing this Lease on behalf of Tenant and
Landlord have the full right, power and authority so to do and affirm the
foregoing warranty on behalf of the parties and on their own behalf.

         26.10. Severability. If any term or provision of this Lease, or the
application thereof to any person or circumstance, shall be invalid or
unenforceable, then the remainder of this Lease, or the application of such term
or provision to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby.

         26.11. Tenant Signatures in Connection with Financing. If Landlord
finances the construction of improvements on and to the Shopping Center, or
otherwise procures financing secured by the Shopping Center, or any portion
thereof or interest therein, then Tenant shall upon written request of Landlord,
promptly and without charge, execute a Tenant's Estoppel Certificate as required
under Section 20.

         26.12. Other Tenancies. Landlord reserves the absolute right to effect
such other tenancies in the Shopping Center as Landlord, in the exercise of its
sole discretion, determines may best promote the interests of the Shopping
Center, except Landlord may not violate Tenant's exclusive use provisions as
found in this Lease. Landlord does not warrant, represent or covenant, expressly
or impliedly, that any specific lease or leases now or hereafter in effect
between Landlord and any third parties will be continued in effect for any
period of time, that any other tenant or tenants, or owner, shall during the
Term continue to occupy any space in the Shopping Center; Tenant, in entering
into this Lease, has not relied upon the continued existence or operation of any
other tenant or tenants or owner within the Shopping Center, notwithstanding any
other lease or leases in existence at the time of execution hereof or
commencement of the Term.

         26.13. Time of Essence. Time is of the essence with respect to the
performance of each of the covenants and agreements contained in this Lease.

         26.14. Peaceable and Private Enjoyment. If Tenant shall not be in
default beyond any applicable grace period, Landlord agrees to permit the Tenant
to peaceably and quietly have and enjoy the use of the Premises and Common Areas
for the purpose and for the term aforesaid. In addition, Landlord agrees to make
reasonable efforts to not materially impede Tenant's access and to allow Tenant
the ability to conduct business during normal business hours with substantially
the same peaceable and private enjoyment during any repairs, maintenance, or
improvements being undertaken by Landlord.

                                  Page 42 of 43
<PAGE>

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of
the date and year first above written.


By Landlord:

L&H PROPERTIES, LLC

/s/ Henry E. Pierson                3/6/08
---------------------------------   ---------
Henry E. Pierson, President         Date




By Tenant:

NORTH VALLEY BANK

/s/ Michael J. Cushman              3/5/08
---------------------------------   ---------
Michael J. Cushman, President/CEO   Date



                                  Page 43 of 43
<PAGE>

                                   EXHIBIT A-1
                          Site Plan of Shopping Center
                                    11/08/07

                                [GRAPHIC OMITTED]

NOTE:  Designation of occupants is not a representation regarding future
       occupancies.


                               Exhibit A-1 Page 1
<PAGE>

                                   EXHIBIT A-2
                               Detail of Premises
                                    11/08/07
                                [GRAPHIC OMITTED]




                               Exhibit A-2 Page 1
<PAGE>

                                    EXHIBIT B
                      Legal Description of Shopping Center
                                    07/23/04




PARCEL ONE

BEGINNING at the point at which the North line of Harris Street as same is shown
on the official surveys and monuments of the City of Eureka, intersects the East
line of Central Avenue, as described in the deed to the City of Eureka, recorded
in Book 770 of Official Records, page 159;

thence Northerly along the East line of said Central Avenue, 528.41 feet to
Henderson Street; thence Easterly along Henderson Street, 604.10 feet to a point
343 feet West of Spring Street; thence South parallel with Spring Street about
845 feet to the North line of said Harris Street; and thence West along the
North line of said Harris Street, 430.72 feet to the point of beginning.

PARCEL TWO

Rights for vehicular access over and across openings to Harris and Henderson
Streets, as conveyed to Ernest L. Pierson and wife, by instrument recorded April
22, 1965, Book 833, Official Records, page 337, and by instrument recorded March
16, 1966, Book 875, Official Records, page 366.

Assessor's Parcel No: 008-172-04



                                Exhibit B Page 1
<PAGE>

                                    EXHIBIT C
                             Landlord's Work Letter
                                    11/08/07

         This Exhibit is attached to and made a part of the Lease by and between
L & H Properties ("Landlord"), and North Valley Bank ("Tenant"), for space in
the Eureka Mall in Eureka, California.

         As used in this Work Letter, the Premises, Building and Project shall
be deemed to have the meanings as initially defined in the attached Lease.

         1.       This Work Letter shall set forth the obligations of Landlord
with respect to the improvements to be performed in the Premises for Tenant's
use. All improvements described in this Work Letter to be constructed in and
upon the Premises by Landlord are hereinafter referred to as the "Landlord
Work." Landlord shall enter into a direct contract for the Landlord Work with a
general contractor selected by Landlord. There shall be no cost to Tenant for
the Landlord Work. Landlord shall have the right to select any subcontractors
used in connection with the Landlord Work.

         2.       Landlord shall be solely responsible for the timely
preparation and submission to Tenant of the final architectural, electrical and
mechanical construction drawings, plans and specifications (called "Plans")
necessary to construct the Landlord Work, which plans shall be subject to
approval by Tenant and Tenant's architect and engineers.

         3.       If Tenant shall request any change, addition or alteration in
any of the Plans after approval by Tenant, Landlord shall have such revisions to
the drawings prepared, and Tenant shall reimburse Landlord for the cost thereof,
plus any applicable state sales or use tax thereon, upon demand, including an
administrative mark up of ten (10%) percent. Promptly upon completion of the
revisions, Landlord shall notify Tenant in writing of the increased cost which
will be chargeable to Tenant by reason of such change, addition or deletion.
Tenant, within five (5) business days, shall notify Landlord in writing whether
it desires to proceed with such change, addition or deletion. In the absence of
such written authorization, Landlord shall have the option to continue work on
the Premises disregarding the requested change, addition or alteration. If such
revisions result in higher actual construction costs which increase Landlord's
cost of construction, Tenant shall pay such excess costs, plus any applicable
state sales or use tax thereon, upon demand.

         4.       Following approval of the Plans by Tenant, Landlord shall
cause the Landlord Work to be constructed in accordance with the approved Plans.
Landlord shall notify Tenant of substantial completion of the Landlord Work.
Unless agreed upon by the parties in writing, the Landlord Work shall consist of
the minimum following requirements:

         (a)      All required building permits and government approvals for the
                  Premises and Building required for Landlord's Work;

                                Exhibit C Page 1
<PAGE>

         (b)      Complete exterior shell, curbing, asphalt, landscaping and all
                  other requirements per City of Eureka code;

         (c)      Electrical panel, in a size to be determined by the parties;

         (d)      Plumbing rough-in, including water and sewer lines. Rough in
                  shall be limited to all in-slab plumbing lines and setting the
                  meters and bringing the water and sewer from the City's line
                  to inside the building, ready for Tenant's distribution;

         (e)      Gas line rough-in. Rough in shall be limited to setting the
                  meter and bringing the gas line stubbed into the building;

         (f)      Roof mounted HVAC unit, ready for Tenant to connect,
                  distribute, startup and control;

         (g)      Concrete slab ready for Tenant's use;

         (h)      Premises store front and teller window. Teller window
                  allowance limited to $3,000. Any excess cost to be paid for by
                  Tenant;

         (i)      Three (3) drive-thru lanes with over-hang canopy, according to
                  specifications supplied by Tenant. Landlord's Work is limited
                  to the over-hang canopy structure and finishes, lighting under
                  canopy, related footings necessary for supporting the
                  structure only (i.e. not pads for the ATM or banking systems)
                  and paving or concrete drive isles as well as the approach and
                  exiting lane surfaces. Any control or sensing devises within
                  the drive lanes or distribution systems within the canopy
                  shall be supplied and installed by Tenant in a timely manner
                  so as not to slow Landlord's Work.;

         (j)      Electrical conduits under ground and in slab for signage,
                  exterior lighting and ATM power;

         (k)      All other necessary improvements to insure the Premises are
                  delivered to Tenant in a "cold-shell" condition which are not
                  related to a banking specific use; and

         (l)      All other work as shown on the attached Exhibit C-1, being the
                  Plans and Specifications as prepared for the construction of
                  the premises, subject only to the final approval by Tenant and
                  City of Eureka.

         5.       Prior to the delivery of the Premises to Tenant, Landlord and
Tenant (a) shall perform a joint "walk-thru" of the Premises, (b) shall identify
all so-called "punch-list" or minor construction items of construction that are
unfinished and (c) shall agree upon the final list of items to be completed. If
Landlord fails to correct the punch-list items within thirty (30) days, and such
failure causes Tenant to delay the commencement of Tenant's Work, Tenant may
commence to offset against the Rent next due in amount equal to One Hundred
Dollars ($ 100) per day until the last of the items on the punch-list is
completed.

                                Exhibit C Page 2
<PAGE>

         6.       Tenant shall be solely responsible for all improvements to the
Premises that are not specifically included in the Landlord Work, and Landlord
shall have the right to review and approve, with said approval not to be
unreasonably withheld, any further plans for alteration to the Premises. Tenant
shall directly contract with contractors and subcontractors as provided in the
Lease.


         7.       This Exhibit shall not be deemed applicable to any additional
space added to the Premises at any time or from time to time, whether by any
options under the Lease or otherwise, or to any portion of the original Premises
or any additions to the Premises in the event of a renewal or extension of the
original Term of the Lease, whether by any options under the Lease or otherwise,
unless expressly so provided in the Lease or any amendment or supplement to the
Lease.

         8.       Landlord's Plans for site and shell work are incorporated
herein by reference as Exhibit C-1, except to the extent they are later amended
or augmented and approved by Tenant and City of Eureka.

         9.       Landlord shall allow Tenant, Tenant's Architect and its
Contractor access to the Premises (prior to Delivery and during normal business
hours) for purposes of site assessment, measurements and determination of
existing conditions provided all individuals are equipped with appropriate
safety devices, they check in and cooperate with Landlord's contractor.



                                Exhibit C Page 3
<PAGE>

                                    EXHIBIT D
                              Tenant's Work Letter
                                    11/08/07

This Exhibit is attached to and made a part of the Lease by and between L & H
Properties ("Landlord"), and North Valley Bank ("Tenant"), for space in the
Eureka Mall in Eureka, California.

         As used in this Work Letter, the Premises, Building and Project shall
be deemed to have the meanings as initially defined in the attached Lease.

         1.       This Work Letter shall set forth the obligations of Tenant
with respect to the improvements to be performed in the Premises for Tenant's
use. All improvements described in this Work Letter to be constructed in and
upon the Premises by Tenant are hereinafter referred to as the "Tenant Work."
Tenant shall enter into a direct contract for the Tenant's Work with a general
contractor selected by Tenant and satisfactory to Landlord as required by the
Lease. There shall be no cost to Landlord for Tenant's Work. Tenant shall have
the right to approve of any subcontractors used in connection with Tenant's
Work.

         2.       Within forty-five (45) days of receiving the site plan
drawings of Landlord, Tenant shall provide Landlord Tenant's Preliminary Space
Plan which Landlord will design around. Tenant shall be solely responsible for
the timely preparation and submission to Landlord of the final architectural,
electrical and mechanical construction drawings, plans and specifications
(called "Plans") necessary to construct the Tenant Work, which plans shall be
subject to approval by Landlord and Landlord's architect and engineers.

         3.       Following approval of the Plans by Landlord, Tenant shall
cause the Tenant Work to be constructed in accordance with the approved Plans.
Tenant shall promptly notify Landlord of substantial completion of the Tenant
Work. Unless agreed upon by the parties in writing, the Tenant Work shall
consist of the minimum following requirements:

         (a)      All required building permits and government approvals
                  required to bring the Premises and Building from the
                  completion of the Landlord Work to the condition necessary for
                  Tenant's occupancy in the Premises and opening for business to
                  the public, (Tenant's Work);

         (b)      Complete interior of shell, including insulation, sheet rock,
                  flooring, ceiling systems, interior walls, sprinkler systems
                  and other interior requirements per City of Eureka code;

         (c)      Distribution from electrical panel throughout building,
                  including:

                  (i)      pulling wire and connecting to exterior signs on the
                           building, in planters and overhangs;

                                Exhibit D Page 1
<PAGE>

                  (ii)     pulling wire and connecting to exterior banking
                           systems such as ATM machines;

                  (iii)    pulling wire and connecting to the HVAC systems;

         (d)      Distributing plumbing from the rough-in condition left by
                  Landlord to locations throughout the building as needed by
                  Tenant, including finish plumbing;

         (e)      Distribution of gas line from the rough-in condition left by
                  Landlord to locations throughout the building as needed by
                  Tenant, including connection to HVAC system;

         (f)      Tenant shall provide and install the plenum and distribution
                  ducting, registers and controls for the roof mounted HVAC and
                  all other work necessary for Tenant's comfort in the Premises
                  that is beyond Landlord's Work;

         (g)      Tenant shall make minor concrete leveling and install flooring
                  as they desire;

         (h)      Tenant shall pay Landlord for excess cost of a teller window
                  over Landlord's allowance of $3,000;

         (i)      For the three (3) drive-thru lanes with over-hang canopy,
                  Tenant shall promptly supply Landlord with specifications.
                  Tenant shall construct or reimburse Landlord for the cost of
                  concrete pads necessary for the ATM or banking systems. Tenant
                  shall also supply and install any control or sensing devises
                  within the drive lanes or distribution systems within the
                  canopy and shall be done in a timely manner so as not to slow
                  Landlord's Work;

         (j)      Any conduit, cabling and devices necessary for camera or
                  security systems;

         (k)      Tenant shall pull wire through Landlord Supplied conduits
                  under ground and in slab for signage, exterior lighting and
                  ATM power;

         (l)      All other necessary interior improvements to insure the
                  Premises are ready for Tenant's use; and

         (m)      The Plans and Specifications for Tenant's work will be
                  incorporated herein when prepared and approved by Landlord and
                  City of Eureka.

         4.       Tenant shall be solely responsible for all improvements to the
Premises that are not specifically included in the Landlord Work, and Landlord
shall have the right to review and approve, with said approval not to be
unreasonably withheld, any further plans for alteration to the Premises. Tenant
shall directly contract with contractors and subcontractors as provided in the
Lease.

                                Exhibit D Page 2
<PAGE>

         5.       This Exhibit shall not be deemed applicable to any additional
space added to the Premises at any time or from time to time, whether by any
options under the Lease or otherwise, or to any portion of the original Premises
or any additions to the Premises in the event of a renewal or extension of the
original Term of the Lease, whether by any options under the Lease or otherwise,
unless expressly so provided in the Lease or any amendment or supplement to the
Lease.




                                Exhibit D Page 3
<PAGE>

                                    EXHIBIT E
                 Existing Shopping Center Leases and Exclusives
                                    11/08/07


I.       EXISTING LEASES or REA's NOT SUBJECT TO TENANT'S EXCLUSIVE:

1.       Longs Drugs - The lease between Landlord and Longs Drug Stores
         California, Inc. dated September 24, 2001.

2.       Staples - The lease between Landlord, successor in interest to The
         Louise Pierson Revocable Trust and The Ernest Pierson Revocable Trust
         d.b.a. Pierson Investment Co. and Staples, Inc. a Delaware corporation,
         dated February 28, 1996.

3.       Blockbuster - The lease between Landlord, successor in interest to
         Louise Pierson, Trustee of the Ernest Pierson Irrevocable Marital Trust
         Dated July 25, 1994 as to a one-half interest and Henry E. Pierson as
         to a one-half interest, d.b.a. L&H Properties and Blockbuster Videos,
         Inc. a Delaware corporation dated June 25, 1998.

4.       Michaels Arts & Crafts - The lease between Landlord and Michaels
         Stores, Inc. dated January 7, 2000.

5.       Winco Foods - The REA as modified by the First REA Amendment between
         Landlord and Value Ventures, Inc. dated September 14, 1990 and amended
         on January 31, 1996.

6.       Dollar Tree - The lease between Landlord and Dollar Tree - Successor in
         Interest to Hancock Fabricks, LLC a Delaware limited liability company
         dated January 20, 2004.

7.       Subway - The lease between Landlord and Subway Real Estate Corp. a
         Delaware corporation dated February 23, 2003.

8.       North Valley Bank - The lease between Landlord, successor in interest
         to Louise Pierson, Trustee of the Ernest Pierson Irrevocable Marital
         Trust, and Henry E. Pierson, d.b.a. L & H Properties, and North Valley
         Bank - Successor in interest to Six Rivers National Bank dated June 10,
         1998.

9.       Tuesday Morning - Tenant in lease negotiations at time of lease.

                                Exhibit E Page 1
<PAGE>

II.      OTHER TENANT EXCLUSIVES:

Tenant shall not violate any of the following exclusive uses:

Winco Foods
-----------
The following use and occupancy restrictions shall be applicable to the Pierson
Tract: No supermarket, meat market or department, grocery market or department,
vegetable or fruit produce market or department, dairy store or department, or
any other store or business establishment selling food, (not including
restaurants and other food service establishments) whether at retail or
wholesale, except for (1) continued operation of the Oriental Food Store, its
successors or replacement tenant, (2) a Farmer's Market, selling in season,
locally grown produce up to four (4) hours a week, and (3) a specialty food
store not to exceed 10,000 square feet that sells a single line of specialty
food such as a Hickory Farms Store.

Blockbuster
-----------
Landlord covenants and agrees that, during the Term, except for Waremart (whose
building and underlying land are not owned or controlled by Landlord), its
successors and assigns, and except for Rite Aid, Staples and Safeway, their
respective successors and assigns of the entirety of their respective premises,
Tenant shall have the exclusive right (hereinafter, "Tenant's Exclusive Right")
in the Shopping Center to sell, rent and/or distribute prerecorded
videocassettes, videotapes, video discs, laser discs, video games (including
without limitation CD-I), DVD or other video software (including CD-ROM) and/or
any substitutes for, or items which are a technological evolution of, the
foregoing items (hereinafter, collectively, "Tenant's Exclusive Items"). This
covenant and Tenant's Exclusive Right shall run with the land on which the
Shopping Center is located during the Term of this Lease. Landlord agrees to
enforce Tenant's Exclusive Right against other tenants in the Shopping Center
using all reasonable legal means. In the event of a breach by Landlord under
this Article 1.D., Tenant shall be entitled to injunctive relief as well as all
other remedies available at law or in equity. Nothing herein shall be deemed to
prohibit any tenant in the Shopping Center from selling, on an "incidental"
basis only, Tenant's Exclusive Items. For purposes of this paragraph D,
"incidental" shall mean not more than one hundred (100) items (as opposed to
titles) available for sale at such tenant's premises at any time.
Notwithstanding the foregoing, if Tenant ceases operating its business for
Tenant's Exclusive Use or goes dark for more than one hundred eighty (180)
consecutive days for reasons other than remodeling, casualty, condemnation, or
other reason beyond Tenant's reasonable control, then Tenant shall thereafter be
deemed to have waived Tenant's Exclusive Use.

Michael's
---------
Neither Landlord nor any entity controlled by Landlord will use, lease (or
permit the use, leasing or subleasing of) or sell any space in or portion of the
Shopping Center or any property contiguous to the Shopping Center owned or
controlled now or at any time hereafter by Landlord or any affiliate of
Landlord, to any "craft store," store selling picture frames or picture framing
services, store selling artificial flowers, artificial floral arrangement,
wedding or party goods (except apparel), or any store substantially similar to

                                Exhibit E Page 2
<PAGE>

the operation or merchandising of a typical "Michaels" store. This Section
16.4.1 shall not apply to (i) any tenant whose lease was fully executed on the
Effective Date hereof and is identified in Exhibit I as an "Existing Lease Not
Subject to Tenant's Exclusive"; provided, however, that this exception shall not
apply if (a) Landlord permits or agrees to an expansion of the premises for any
such permitted use which violates Tenant's exclusive, or (b) Landlord permits or
agrees to the change of a permitted use by any such tenant or its successors or
assigns, or (c) Landlord permits or agrees to an assignment or sublease of such
existing lease if Landlord may avoid the granting of such permission, or (d)
Landlord has the right, by virtue of the provisions of the existing lease, to
cause said tenant to honor the exclusive granted to Tenant by giving said
existing tenant notice of this exclusive or otherwise, and (ii) any tenant for
which the sale of a product or service covered by the exclusive granted to
Tenant hereunder is merely incidental to such tenant's primary use, unless the
total space which such tenant devotes to the products or services which violate
the exclusive contained in this Section 16.4.1 exceeds the lesser of (a) ten
percent (10%) or (b) 1,000 Leasable Square Feet (inclusive of allocable aisle
space and linear shelf space); provided, however, this subpart (ii) shall not
apply to the rendering of custom framing services, it being the intention that
no other tenant or occupant of the Shopping Center shall be permitted to offer
custom framing services. Tenant hereby acknowledges that the operation of a
typical "card shop" or "stationery shop" (i.e., Hallmark Card Shop) in the
Shopping Center shall not be deemed a violation of this Section 16.4.1 so long
as such typical "card shop" continues to operate in the same manner as a typical
"card shop" or "stationary shop" (i.e., Hallmark Card Shop) operates as of the
Effective Date.

In the event Tenant ceases to operate a store in the Premises for a period of
six (6) months or more, for reasons other than Uncontrollable Events (as defined
in Section 17.17 of this Exhibit C), or changes its business such that for a
period of six (6) months or more it is no longer selling the products or
rendering the services covered by this exclusive, then Tenant shall no longer
have an exclusive as to the particular product or service covered by this
exclusive but no longer sold by Tenant. In the event Tenant subsequently
recommences its business, or changes its business, such that it is again selling
the products or rendering the services described by this Section 16.4.1, then,
upon Tenant's giving of notice to Landlord stating such recommencement of
business or change of business, the exclusive as to the product or service shall
again be effective, and leases executed during the interim period of time in
which Tenant's exclusive as to said products or services was not effective shall
be deemed an "Existing Lease Not Subject to Tenant's Exclusive."

Longs Drug Store
----------------
12.1: Exclusive Features/Restrictions: Subject to the limitations contained in
this Section 12, Landlord covenants that it will not (except as to the Premises)
permit the use of any such portion of the Shopping Center for any one or more or
all of the following, (a) and (b) of which shall also apply to the Safeway
Premises:

                                Exhibit E Page 3
<PAGE>

         (a)      For the conduct of any store, business, trade, or profession
                  (whether separately or as a part of another entity) which is
                  engaged in the routine dispensing of prescription drugs by any
                  appropriately licensed individual or requires or has a license
                  or permit to conduct a pharmacy from the California State
                  Board of Pharmacy or other agency which hereafter may be
                  empowered to license or permit the conduct of a pharmacy or
                  which employs or is required to employ a registered pharmacist
                  as such;

         (b)      For the conduct of any store, business, trade or profession
                  (whether separately or as part of another entity) which is
                  called, labeled, named, or is commonly known as or referred to
                  as a "drug store," "pharmacy," or "apothecary";

         (c)      For the conduct of any store, business, or trade which sells
                  alcoholic beverages (including beer and wine) at retail for
                  off-premises consumption, provided that the restriction
                  contained in this subsection (c) shall not apply to the sale
                  of alcoholic beverages (including beer and wine) for
                  off-premises consumption by a restaurant, sandwich shop or
                  delicatessen, or a gift shop;

         (d)      For the purpose of any sit-down restaurant within two hundred
                  feet (200') of the Tenant's front doors (the foregoing shall
                  not be deemed to preclude specialty shops such as coffee,
                  yogurt, bagels, pretzels and cookies, provided such specialty
                  shops do not exceed two thousand [2,000] square feet of floor
                  area); provided, however, that this paragraph shall not apply
                  to businesses whose main customer entrance(s) face either
                  Central Avenue or Henderson Street; and

         (e)      For the purposes of any office building, entertainment or
                  recreational facility, or training or educational facility. As
                  used herein, "entertainment or recreational facility"
                  includes, but is not limited to, a bowling alley, skating
                  rink, theater, billiard room, health spa or studio, gym, or
                  other place of public amusement; and "training or educational
                  facility" includes, but is not limited to, a beauty school,
                  barber college, reading room, place of instruction, or any
                  other operations catering primarily to students or trainees
                  rather than to customers; provided, however, that this
                  paragraph shall not apply to businesses whose main customer
                  entrance(s) face either Central Avenue or Henderson Street.

Staples, Inc.
-------------
As used herein, the term "Office Supply Use" means a retail use which includes
the sale of office equipment, office furniture or office supplies or the
provision of photocopying and/or printing services. Office Supply Use does not
include retail uses devoted primarily to the sale of computers and/or computer
software (such as, by way of example but not limitation, Comp USA, Computer City
or Egghead Software). Further, the definition of Office Supply Use shall not
include the operation of a so-called consumer electronics store (such as, by way
of example but not limitation, Good Guys and Circuit City) which sells
incidentally computers and computer-related products (so long as the ten percent
restriction set forth in Section 5.3 is not violated in any respect other than
in connection with computers and computer-related accessories). Landlord
covenants that, subject to Section 5.3, other than the Premises, no part of the
Center shall be used for an Office Supply Use; provided, however, that if Tenant
ceases to operate an Office Supply Use within the Premises, the foregoing
exclusive use right granted to Tenant shall be no longer in force or effect

                                Exhibit E Page 4
<PAGE>

except that, if Tenant is then operating an Office Supply Use within the Eureka
metropolitan area, Landlord covenants that no part of the Center (other than the
Premises) shall be used for a so-called "office supply superstore" as such
retailing concept is generally acknowledged and defined within the retail
industry, and, in the event Tenant hereafter desires premises in Eureka
containing more square footage than that contained within the Premises, Tenant
agrees to send Landlord notice of same to afford Landlord the opportunity to
address Tenant's needs within the Center (but Tenant shall have absolutely no
obligation whatsoever to entertain, negotiate or agree to any such proposal from
Landlord). For the purposes hereof, the "Adjacent Center" shall mean that
certain parcel of land identified on Exhibit A but only to the extent that
Landlord or an entity under common control with Landlord has the right to
restrict the use thereof; Tenant acknowledges that Landlord does not have such
right under the ground lease currently encumbering the Adjacent Center.

Landlord covenants that, other than the Premises (Staples), no part of the
Center shall be used for an Office Supply Use; provided, however, that if Tenant
ceases to operate an Office Supply Use within the Premises, the foregoing
exclusive use right granted to Tenant shall be no longer in force or effect
except that, if Tenant is then operating an Office Supply Use within the Eureka
metropolitan area, Landlord covenants that no part of the Center (other than the
Premises) shall be used for a so-called "office supply superstore" as such
retailing concept is generally acknowledged and defined within the retail
industry, and in the event Tenant hereafter desires premises in Eureka
containing more square footage than that contained within the Premises.

Notwithstanding the foregoing, Section 5.2 shall not prohibit any tenant or
occupant under any lease existing on the date of this Lease from using space
occupied by it for its present or permitted use, nor prohibit any future tenant
from selling office equipment, office furniture or office supplies or providing
printing or photocopying services incidental to such tenant's primary business
in no more than an aggregate of ten percent of such tenant's selling space.

Hancock Fabrics (Assumed by Dollar Tree)
----------------------------------------
(6) USE OF PREMISES; EXCLUSIVE; CO-TENANCY; PROHIBITED USES. a. Use of Premises.
i. Tenant shall not be required to continuously use for any purpose, nor shall
Tenant be required to continuously occupy, the Premises; provided, however,
Tenant agrees to open for business a fully fixtured, stocked and staffed Hancock
Fabrics store for at least one (1) day during the term hereof. ii. Tenant may
use the Premises for the purpose of conducting a fabrics, materials, piece
goods, and accessories store selling any and all types of fabrics, draperies,
upholstery, upholstered products, piece goods, yarns, threads, needles, sewing
notions, sewing machines (including parts and service) and crafts (a "Fabric
Use"), or any other lawful purpose, except as hereinafter provided.

                                Exhibit E Page 5
<PAGE>

(a)  6 (b) (i)    Except as otherwise provided in this Section 6(b), Landlord
agrees that, during the term of this lease, Landlord shall not sell or offer to
sell, nor shall Landlord permit any party other than Tenant to sell or offer to
sell, on the real property described in Exhibit A hereto any of the items or
services which are included within a Fabric Use as defined in Section 6(a)
hereof.

                  (i)      The use exclusive granted in Section 6(b)(i) above
shall not apply to any tenant of the real property described in Exhibit A hereto
under a lease that is in effect as of the date hereof, including any extensions
of such leases; provided, however, for each such lease where Landlord's approval
is required for a change in the use the tenant is making or allowing in its
premises, Landlord shall use such approval right, to the extent permitted in
each such lease, to prevent any change in use to a Fabric Use.

                  (ii)     The use exclusive granted in Section 6(b)(i) above
shall not apply in circumstances where another tenant on the real property
described in Exhibit A hereto is engaging in a Fabric Use on an incidental
basis. As used herein, "incidental basis" means using less than ten percent
(10%) of the floor area (including display shelving and cases, aisles and
storage) of such premises for such purpose.

                  (iii)    The use exclusive granted in Section 6(b)(i) above
shall cease to apply if the Premises are not operated as a fabric store for a
period of one hundred eighty (180) consecutive days or more unless such period
of non-operation is a result of damage or destruction to the Premises, a
remodeling of the Premises, labor strike or shortage, terrorist activity or
other form of civil disobedience, or any other cause, other than financial,
beyond the control of Tenant.

Cosmo Prof (formerly West Coast Beauty)
---------------------------------------

5.5. Tenant shall have the exclusive right (hereinafter, "Tenant's Exclusive
Right") in the Shopping Center to sell, on a wholesale basis, beauty products
and related equipment (hereinafter, collectively "Tenant's Exclusive Items").
This covenant and Tenant's Exclusive Right shall run with the land on which the
Shopping Center is located during the Term of this Lease. Tenant's Exclusive
Right is non-binding on all existing leases as the same may be extended or
assigned. Landlord agrees to enforce Tenant's Exclusive Right against all other
tenants in the Shopping Center using all commercially reasonable legal means. In
the event of a breach by Landlord under this Section 5.5, Tenant shall be
entitled to injunctive relief as well as all other remedies available at law or
in equity. Nothing herein shall be deemed to prohibit any tenant in the Shopping
Center from selling the same or similar products on a retail basis nor selling
incidental amounts of such products on a wholesale basis. For purposes of this
Section 5.5, "incidental" shall mean not more than one hundred (100) items (as
opposed to product types) available for sale at such tenant's premises at any
time. Notwithstanding the foregoing, if Tenant ceases operating its business for
Tenant's Exclusive Use or goes dark for more than ninety (90) consecutive days
for reasons other than remodeling, casualty, condemnation, or other reason
beyond Tenant's reasonable control, then Tenant shall thereafter be deemed to
have waived Tenant's Exclusive Use.

                                Exhibit E Page 6
<PAGE>



                                                   EXHIBIT F
                                    Prohibited Uses in the Shopping Center
                                             All Tenants Combined
                                                   07/23/04


I.       Definitions:  For purposes of this Lease:

         (1)      "Lower Mall" or "L" means that portion of the Shopping Center
                  located below the building currently containing Longs Drugs as
                  designated on Exhibit "A-1" to this Lease.

         (2)      "Henderson Side" or "B" means that portion of the Shopping
                  Center fronting on Henderson Street as shown on Exhibit "A-1"
                  to this Lease.

         (3)      "Harris Side" or "H" means that portion of the Shopping Center
                  fronting on Harris Street as shown on Exhibit "A-1" to this
                  Lease. Tenant shall front on the Harris Side.

II.      Prohibited Uses Within the Shopping Center:
<TABLE>
<CAPTION>

------ --------------------- -------------------------------------------------------------
       WHERE PROHIBITED                             PROHIBITED USE
------ --------------------- -------------------------------------------------------------
<S>    <C>     <C>    <C>     <C>
  1      H      B      L     Funeral establishment.
------ ------ ------ ------- -------------------------------------------------------------
  2      H                   Automobile sale, leasing, repair or display establishment
                             or used car lot, including body repair facilities.
------ ------ ------ ------- -------------------------------------------------------------
  3      H      B      L     Auction, fire or bankruptcy sale.
------ ------ ------ ------- -------------------------------------------------------------
  4      H                   Pawn shop.
------ ------ ------ ------- -------------------------------------------------------------
  5      H      B      L     Outdoor circus, carnival or amusement park, or other
                             similar entertainment facility.
------ ------ ------ ------- -------------------------------------------------------------
  6      H             L     Outdoor meetings.
------ ------ ------ ------- -------------------------------------------------------------
  7      H             L     Bowling alley.
------ ------ ------ ------- -------------------------------------------------------------
  8      H                   Primarily pool of billiard establishment.
------ ------ ------ ------- -------------------------------------------------------------
  9      H      B      L     Shooting gallery.
------ ------ ------ ------- -------------------------------------------------------------
 10      H      B      L     Off-track betting (provided that state sponsored lottery
                             tickets shall not be prohibited).
------ ------ ------ ------- -------------------------------------------------------------
 11      H      B      L     Refinery.
------ ------ ------ ------- -------------------------------------------------------------
 12      H      B      L     Adult bookstore or facility selling or displaying
                             pornographic books, literature, or videotapes (materials
                             shall be considered "adult" or "pornographic" for such  if
                             the same are not available for sale or rental to children
                             under 18 years old because they explicitly deal with or
                             depict human sexuality), massage parlor.
------ ------ ------ ------- -------------------------------------------------------------
 13      H      B      L     Any residential use, including but not limited to living
                             quarters, sleeping apartments or lodging rooms (except an
                             on-site security guard housing shall not be prohibited for
                             either area B or L).
------ ------ ------ ------- -------------------------------------------------------------
 14      H                   Theater.
------ ------ ------ ------- -------------------------------------------------------------
 15      H                   Auditorium, meeting hall, ballroom, school or other place
                             of public assembly.
------ ------ ------ ------- -------------------------------------------------------------
</TABLE>

                                Exhibit F Page 1
<PAGE>
<TABLE>
<CAPTION>

------ ------ ------ ------- -------------------------------------------------------------
<S>    <C>     <C>    <C>     <C>
16       H                   Unemployment agency, service or commission.
------ ------ ------ ------- -------------------------------------------------------------
17       H                   Gymnasium, health club, exercise dance studio or other
                             sports facility.
------ ------ ------ ------- -------------------------------------------------------------
18       H                   Dance hall, billiard or pool hall
------ ------ ------ ------- -------------------------------------------------------------
19       H                   Cocktail lounge, bar, disco or night club except as part of
                             a restaurant.
------ ------ ------ ------- -------------------------------------------------------------
20       H                   Bingo or similar games of chance, but lottery tickets and
                             other items commonly in retail establishments may be sold
                             as an incidental part of business.
------ ------ ------ ------- -------------------------------------------------------------
21       H                   Video game or amusement arcade, except as an incidental
                             part of another primary business.
------ ------ ------ ------- -------------------------------------------------------------
22       H                   Skating or roller rink.
------ ------ ------ ------- -------------------------------------------------------------
23       H                   Car wash, car repair or car rental agency (except temporary
                             charitable car washes shall be allowed).
------ ------- ----- ------- -------------------------------------------------------------
24       H                   Second hand store.
------ ------- ----- ------- -------------------------------------------------------------
25       H      B      L     Auction house, flea market or swap meet.
------ ------- ----- ------- -------------------------------------------------------------
26       H                   Non-retail use (which shall not prohibit in the Shopping
                             Center such uses commonly referred to as "quasi-retail" or
                             "service retail" such as a travel agency, real estate
                             office, insurance agency, accounting service, etc., so long
                             as each such tenant does not exceed twenty percent (20%) of
                             the Leaseable Square Feet of the Shopping Center).
------ ------- ----- ------- -------------------------------------------------------------
27       H      B      L     Animal raising, storing, veterinarian hospital (not to
                             prohibit a pet shop in the Shopping Center).
------ ------- ----- ------- -------------------------------------------------------------
28       H                   Banquet facility.
------ ------- ----- ------- -------------------------------------------------------------
29       H                   Check cashing facility.
------ ------- ----- ------- -------------------------------------------------------------
30       H      B      L     Dumping, disposing, incineration or reduction of garbage.
------ ------- ----- ------- -------------------------------------------------------------
31       H                   Gallery.
------ ------- ----- ------- -------------------------------------------------------------
32       H      B      L     Head shop.
------ ------- ----- ------- -------------------------------------------------------------
33       H                   Central Laundromat (not to prohibit a retail Laundromat)
------ ------- ----- ------- -------------------------------------------------------------
34       H                   Dry cleaner.
------ ------- ----- ------- -------------------------------------------------------------
35       H                   Medical or dental facility, office or clinic.
------ ------- ----- ------- -------------------------------------------------------------
36       H                   School, library or reading room.
------ ------- ----- ------- -------------------------------------------------------------
37       H                   Tanning facility.
------ ------- ----- ------- -------------------------------------------------------------
38       H      B      L     A use emitting obnoxious odor, noise or sound effecting
------ ------- ----- ------- -------------------------------------------------------------
39       H      B      L     A use that has unlawful or illegal purpose.
------ ------- ----- ------- -------------------------------------------------------------
40       H      B      L     A use that is a public or private nuisance.
------ ------- ----- ------- -------------------------------------------------------------
41       H                   Warehouse operations used for assembly or manufacture
------ ------- ----- ------- -------------------------------------------------------------
42       H      B      L     Distilling or mining.
------ ------- ----- ------- -------------------------------------------------------------
</TABLE>

                                Exhibit F Page 2
<PAGE>

                                    EXHIBIT G
                    Rules and Regulations of Shopping Center
                                    07/23/04

1.       The sidewalks, halls, passages, exits and exit corridors, entrances,
         malls, and stairways (on and below) of the Shopping Center shall not be
         obstructed by Tenant or used by it for any purpose other than for
         ingress to and egress from the Premises. The exit corridors are not for
         the use of the general public except in emergency, and Landlord shall
         in all cases retain the right to control and prevent access thereto of
         all persons whose presence in the judgment of Landlord would be
         prejudicial to the safety, character, reputation and interests of the
         Shopping Center and its tenants, provided that nothing herein contained
         shall be construed to prevent such access to persons with whom Tenant
         normally deals in the ordinary course of its business, unless such
         persons are engaged in illegal activities. Tenant and its agents shall
         not go upon the roof of the Shopping Center or the Premises except in a
         manner proscribed by Landlord and only after notification to Landlord's
         Property Manager by telephone (707) 268-1800.

2.       No awning, canopy or other projection of any kind over or around the
         windows or entrances of the Premises shall be installed by Tenant, and
         only such window coverings as are approved by Landlord shall be used in
         the Premises. No sign, advertisement, notice or other lettering shall
         be exhibited, inscribed, painted or affixed by Tenant on any part of
         the outside (or inside the Premises if such item is prominently
         displayed for outside viewers) without the prior written consent of
         Landlord which consent will not be unreasonably withheld or delayed. In
         the event of the violation of the foregoing by Tenant, Landlord may
         remove same without any liability, and may charge the expense incurred
         by such removal to Tenant.

3.       The Premises shall not be used for lodging or sleeping, and unless
         ancillary to a restaurant or other food or beverage service use
         specifically authorized in Tenant's lease, no cooking shall be done or
         permitted by Tenant on the Premises, except that the preparation of
         coffee, tea, hot chocolate and similar items for Tenant and its
         employees shall be permitted.

4.       All janitorial work for the interior of the Premises shall be paid for
         by Tenant. Any person or persons employed by Tenant to do janitorial
         work shall be subject to and under the control and direction of the
         Property Manager while in the Common areas and outside the Premises.

5.       For emergency purposes only, Tenant shall furnish Landlord with two (2)
         keys to the Premises, free of charge. No additional locking devices
         shall be installed without the prior written consent of Landlord.
         Landlord may make reasonable charge for any additional lock or any bolt
         installed on any door of the Premises without the prior consent of
         Landlord. Tenant shall in each case furnish Landlord with a key for any
         such lock. Tenant, upon the termination of its tenancy, shall deliver
         to Landlord all keys to doors in the Shopping Center and the Premises
         that shall have been furnished to Tenant. Landlord shall keep Tenant's
         keys in a secure lock box available only to the Property Manager and
         the Fire Martial.

                                Exhibit G Page 1
<PAGE>

6.       The persons employed by Tenant to move equipment or other items in or
         out of the Shopping Center must be reasonably acceptable to Landlord.
         Landlord shall have the right to prescribe the maximum weight, and size
         of all equipment, materials, supplies, furniture or other property
         brought into the Shopping Center. Heavy objects shall, if reasonably
         considered necessary by Landlord, stand on wood strips of such
         thickness and/or in such locations as Landlord may reasonably specify
         as is necessary to properly distribute the weight of such objects.
         Landlord will not be responsible for loss of or damage to any such
         property from any cause, and all damage done to the Shopping Center by
         moving or maintaining Tenant's property shall be repaired at the
         expense of Tenant.

7.       Tenant shall not use or keep in the Premises or the Shopping Center any
         kerosene, gasoline, chemical or flammable or combustible fluid or
         materials or use any method of heating or air conditioning other than
         that supplied by Landlord. Tenant shall not use, keep or permit or
         suffer the Premises to be occupied or used in a manner offensive or
         objectionable to Landlord or other occupants of the Shopping Center by
         reason of noise, odors and/or vibrations, or interfere in any way with
         other tenants or those having business in the Shopping Center. Tenant
         shall not throw anything out of the doors, windows or skylights.

8.       In case of invasion, mob, riot, public excitement or other
         circumstances rendering such action advisable in Landlord's opinion,
         Landlord reserves the right to prevent access to the Shopping Center
         during the continuance of same by such action as Landlord may deem
         appropriate, including closing entrances to the Shopping Center.

9.       Tenant shall see that the doors of the Premises are closed and securely
         locked at such time as Tenant's employees leave the Premises.

10,      The toilet rooms, toilets, urinals, wash bowls and other apparatus
         shall not be used for any purpose other than that for which they were
         constructed, no foreign substance of any kind whatsoever shall be
         deposited therein, and any damage resulting to same from Tenant's
         misuse shall be paid for by Tenant.

11.      Except with the prior consent of Landlord, Tenant shall not sell, or
         permit the sale from any sidewalk or mall area adjacent to the
         Premises, newspapers, magazines, periodicals, drinks, candy, tickets or
         any other goods, merchandise or service except in Tenant's out side
         sales area, if any, and only then for Tenant's goods and merchandise,
         nor shall Tenant carry on, or permit or allow any employee or other
         person to carry on, business in or from the Premises for the service or
         accommodation of occupants of any other portion of the Shopping Center,
         nor shall the Premises be used for manufacturing of any kind, or for
         any business or activity other than specifically provided for in
         Tenant's lease.

                                Exhibit G Page 2
<PAGE>

12.      Tenant shall not install any radio, satellite or television antenna,
         loudspeaker, flashing light, balloon, flag, or other device on the roof
         or exterior walls of the Premises unless specifically allowed by
         Tenant's lease or approved in advance by Landlord and then only for the
         period of intended use.

13.      Tenant shall not use in any space, or in the common areas of the
         Shopping Center, any hand trucks or manual pallet jacks except those
         equipped with rubber tires and side guards or such other material
         handling-equipment as Landlord may approve for Tenant's use. No other
         vehicles of any kind shall be brought by Tenant into the Shopping
         Center or kept in or about the Premises.

14.      Tenant shall store all its trash and garbage within the Premises until
         daily removal of same by Tenant to such location in the Shopping Center
         as may be designated from time to time by Landlord. No material shall
         be placed in the Shopping Center trash boxes or receptacles if such
         material is of such nature that it may not be disposed of in the
         ordinary and customary manner of removing and disposing of trash and
         garbage in the City of Eureka without being in violation of any law or
         ordinance governing such disposal. Tenant's exterior trash receptacle
         shall be of sufficient size to accommodate all of Tenant's waste
         outside the Premises between trash pickup so that the lid may be
         properly closed and locked. The lid shall be kept locked at all times.

15.      All loading and unloading of merchandise, supplies, materials, garbage
         and refuse and delivery of same to the Premises shall be made only
         through such entryways and at such times as Landlord shall designate.
         In its use of the loading areas, Tenant shall not obstruct or permit
         the obstruction of said loading areas, and at no time shall Tenant park
         vehicles therein except for loading and unloading. Tenant shall not
         park any vehicles in any driveways, service entrances, fire lanes or
         areas posted as "No Parking" or where the curbs are painted red.

16.      Canvassing, soliciting, peddling or distribution of handbills or any
         other written material in the Shopping Center is prohibited by Landlord
         without interested party first completing Landlord's information
         questionnaire and submitting a certificate of insurance. Tenant shall
         cooperate to prevent unauthorized activities.

17.      Tenant shall not permit the use or the operation of any coin operated
         machines on the Premises except in Tenant's employee break room,
         including, without limitation, vending machines, video games, pinball
         machines, or exterior pay telephones without the prior written consent
         of Landlord. This shall not preclude Tenant from offering a coin
         operated copy machine or a blood pressure testing machine.

18.      Landlord may direct the use of all pest extermination and scavenger
         contractors at such intervals as Landlord may require.

19.      Tenant shall immediately, upon request from Landlord (which request
         need not be in writing), reduce its lighting in the Premises for
         temporary periods designated by Landlord, when required in Landlord's
         judgment to prevent overloads of the mechanical or electrical systems
         of the Shopping Center.

                                Exhibit G Page 3
<PAGE>

20.      Landlord reserves the right to select the name of the Shopping Center
         and the buildings therein and to make such change or changes of name as
         it may deem appropriate from time to time, and Tenant shall not refer
         to the Shopping Center and the buildings therein by any name other
         than: (i) the name as selected by Landlord (as same may be changed from
         time to time), or (ii) the postal address, approved by the United
         States Post Office. Tenant shall not use the name of the Shopping
         Center and the buildings therein in any respect other than as an
         address of its operation in the Shopping Center without the prior
         written consent of Landlord. Landlord shall have the right to prohibit
         any advertising or business conducted by Tenant referring to the
         Shopping Center or the Premises which, in Landlord's reasonable
         opinion, tends to impair the reputation of the Shopping Center and,
         upon notice from Landlord, Tenant shall refrain from or discontinue
         such advertising.

21.      The requirements of Tenant will be attended to only upon application by
         telephone, or in person or in writing at the office of the Shopping
         Center. Employees and subcontractors of Landlord shall not perform any
         work or do anything outside of their regular duties unless under
         special instructions from Landlord.

22.      Tenant shall cause it's employees, at all times, to park in the area(s)
         Landlord may designate from time to time as Employee Parking Area(s).

23.      If any check given to Landlord by Tenant shall not be honored by the
         bank upon which it is drawn, Landlord, at its option, may require all
         payments made by Tenant to Landlord over the next twelve (12) months to
         be by cashier's check, money order or wire transfer.

24.      Tenant shall not be allowed to have Distress Sales, Fire Sales,
         Bankruptcy Sale, Liquidation Sale, Relocation Sale (unless to another
         location in the Center), Closing Sale, Going Out of Business Sale,
         Auction, Sheriff's Sale or Receiver's Sale or any other type of sale
         that, in Landlord's reasonable opinion affects the reputation of the
         Center.

25.      Landlord may waive any one or more of these Rules and Regulations for
         the benefit of any particular tenant or tenants, but no such waiver by
         Landlord shall be construed as a waiver of these Rules and Regulations
         in favor of any other tenant or tenants, nor prevent Landlord from
         thereafter enforcing any such Rules and Regulations against any or all
         of the tenants of the Shopping Center.

26.      Wherever the word "Tenant" occurs in these Rules and Regulations, it is
         understood and agreed that it shall mean Tenant's associates, agents,
         clerks, employees, contractors, and visitors. Wherever the word
         "Landlord" occurs in these Rules and Regulations, it is understood and
         agreed that it shall mean Landlord's assigns, agents, clerks, employees
         and visitors.

                                Exhibit G Page 4
<PAGE>

27.      These Rules and Regulations are in addition to, and shall not be
         construed in any way to modify, alter or amend, in whole or part, the
         terms, covenants, agreements and conditions of any lease of premises in
         the Shopping Center.

28.      Landlord reserves the right to make such other reasonable rules and
         regulations as in its judgment may from time to time be needed for the
         safety, care and cleanliness of the Shopping Center, and for the
         preservation of good order therein.


                                Exhibit G Page 5