**Exhibit 10.2**

LEASE

La Jolla, Regents/Arriba

This Lease is entered into as of the 26th day of March, 2001, by andbetween La Jolla Investors, a Partnership and Larry Tucker, (“Landlord”), and1st Pacific Bank of California, a California Corporation Trustee (“Tenant”).

WITNESSETH

1.         PREMISES. The premises hereby leased to Tenant(the “Premises”) and hereby hired by Tenant, are situated in the City of SanDiego, County of San Diego, State of California. The Premises are located in ashopping center (the “Shopping Center”) and are crosshatched on the site planof the Shopping Center attached hereto as Exhibit “A” (the “Site Plan”). ThePremises shall have a frontage of approximately fifteen and 1/3 (15.33 ) feet(said measurement being from center of partition to center of partition withrespect to interior stores and from center of partition to outside wall withrespect to end locations), and a depth of approximately sixty (60) feet(outside dimensions).

2.         USE. The Premises are leased to Tenant andhired from Landlord solely for the following use: support office in connectionwith a retail banking operation. Tenant shall not use, or permit the Premisesor any part thereof, to be used for any purpose other than the use for whichthe Premises are hereby leased.

3.         TERM. The term of this Lease shall be for aperiod of one year five months commencing on August 1, 2001. Should thecommencement date not be the first day of a calendar month, the term of thisLease shall be extended by the remaining days in said month. Tenantacknowledges that the Premises are presently occupied by another lessee andthat Landlord will use its commercially reasonable efforts to deliver thePremises to Tenant by August 1, 2001.

4.         GUARANTEEDMINIMUM MONTHLY RENTAL.

(a)       GuaranteedMinimum Monthly Rental.  Tenant’sobligation to pay Guaranteed Minimum Monthly Rental and Additional Rental, ashereinafter provided, shall commence on September 16, 2001. Tenant shall pay toLandlord, in advance on or before the first day of each calendar month, asGuaranteed Minimum Monthly Rental for the Premises the sum of One Thousand NineHundred ($1900) Dollars per month. Should Tenant’s obligation to pay notcommence on the first day of a calendar month, Tenant shall pay GuaranteedMinimum Monthly Rental in advance for such fractional month prorated based uponthe remaining days in said month. All amounts shall be paid in lawful money ofthe United States of America and shall be paid without deduction or offset, andwithout prior notice or demand at the address designated in Article 34.

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5.         LATECHARGE AND PROCESSING FEE.  If Tenantfails to pay the Guaranteed Minimum Monthly Rental within seven (7) days of itsdue date, or fails to make any other payment due to Landlord within ten (10)days of the due date, Tenant shall pay to Landlord, as Additional Rental, aLate Charge equal to five (5%)**percent of the overdue amount. Inthe event Tenant makes payment by check for any payment due hereunder and suchcheck is returned by Landlord’s or Tenant’s financial institution for anyreason, the amount paid by said check shall be past due and subject to the LateCharge, plus Tenant shall pay to Landlord as Additional Rental a processing feeof Fifty and No/100ths ($50.00) Dollars. Should Tenant’s check be returned forany reason by Landlord’s or Tenant’s financial institution more than twiceduring any consecutive twelve (12) month period, Landlord may thereafter, bywritten notice to Tenant, require that all future payments to be made by Tenantbe made by cashier’s check or money order.

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7.         ADDITIONALRENTAL AND IMPOUNDS.  As herein provided, in addition to theGuaranteed Minimum Monthly Rental, Tenant is obligated to pay to Landlordcertain amounts as Additional Rental. Included as a part of Additional Rentalare the following:

B.        Realestate taxes and assessments, rental taxes and business licenses and taxes, asset forth in Article 9.

C.        CommonArea Expense, including a ten (10%)**percentadministrative fee, as set forth in Article 11.

D.        Utilitiesand trash collection, including a ten (10%) percent administrative fee as setforth in Article 12.

E.         Buildingmaintenance and repair, including a ten (10%) percent administrative fee, asset forth in Article 13.

F.         Insurancecosts, including a ten (10%)**percentadministrative fee as set forth in Article 14.

Rather than bill and collectthe Additional Rental referred to in this Article in arrears, Landlord mayestimate the amount of said Additional Rental for a period not more than one(1) year in advance, and collect and impound said amount in monthlyinstallments. On or beforeMarch 1 of eachyear, Landlord shall provide to Tenant a reconciliation of Tenant’s account forthe one (1) year period ending the preceding December 31. Said reconciliationshall set forth in reasonable detail the costs and expenses paid by Landlord,and shall include a computation as to Tenant’s pro  rata share. In the event Tenant has overpaid its share ofsaid costs and expenses, Landlord shall credit Tenant’s account for the amountof the overpayment, and in the event of an underpayment, Tenant shall pay toLandlord said underpayment within ten (10) days after receipt of saidreconciliation.

8.         PROPERTYMANAGEMENT FEE.

9.         REALESTATE TAXES AND RENTAL TAX.  Tenant shall pay to Landlord as Additional Rentalthe annual real estate taxes and assessments levied upon the Premises and a prorata share of the parking and common areas of the Shopping Center. In the eventthe Premises are not separately assessed, the real estate taxes and assessmentswith respect to the Premises shall be determined by the ratio that the floorarea of the Premises, excluding mezzanine and basements, if any, bears to thetotal floor area, excluding mezzanines and basements, of the building orbuildings which includes the Premises and for which a separate assessment ismade. In the event such separate assessment does not reflect a pro rata shareof the parking and common areas of the Shopping Center, an appropriateadjustment shall be made by Landlord in its reasonable discretion.

The real estate taxes andassessments for the year in which this Lease commences and ends shall beprorated. With respect to any assessment, payable in installments, only theinstallment payments payable during the term of this Lease shall be included incomputing Tenant’s obligation.

The term “real estate taxesand assessments” as used herein shall be deemed to mean all taxes imposed uponthe real property and improvements constituting the Premises or the ShoppingCenter, and all assessments levied against or which encumber the Premises orthe Shopping Center during the term of the Lease, but shall not includepersonal income taxes, personal property taxes, inheritance taxes or franchisetaxes levied against Landlord, but not directly against the Premises or theShopping Center.

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Tenant shall pay to Landlordas Additional Rental any and all taxes and impositions imposed in lieu of, oras a supplement to, real estate taxes and assessments, all excise, privilegeand other taxes, other than net income and estate taxes, levied or assessed byany federal, state or local authority upon the rent and other amounts payableby Tenant to Landlord hereunder, and Tenant shall pay as Additional Rental apro rata share of any business or license tax imposed upon Landlord by anygovernmental authority which is based or measured in whole or in part byamounts charged or received by Landlord from Tenant under this Lease, or fromLandlord’s ownership of the Premises or the Shopping Center.

The Additional Rentalprovided for in this Article is due ten (10) days after Landlord’s mailing of astatement for the amount due. Landlord may estimate the amount due, or anyportion thereof, and collect and impound the amount of Tenant’s estimatedobligation as provided in Article 7.

10.       PERSONAL PROPERTY TAXES. During the term of this Lease, Tenantshall pay prior to delinquency all taxes assessed against and levied upon thetrade fixtures, furnishings, equipment and all other personal property ofTenant located in the Premises, and when possible Tenant shall cause said tradefixtures, furnishings, equipment and other personal property of Tenant to beassessed and billed separately from the real property of Landlord. In the eventany or all of Tenant’s trade fixtures, furnishings, equipment and otherpersonal property shall be assessed and taxed with Landlord’s real property,Tenant shall pay to Landlord as Additional Rental Tenant’s share of such taxeswithin ten (10) days after mailing by Landlord of a statement setting forth theamount of such taxes applicable to Tenant’s personal property.

11.       PARKING AND COMMON AREAS. The parking and common areas of theShopping Center shall be available for the non-exclusive use of Tenant duringthe full term of this Lease, provided that the condemnation or other taking byany public authority, or sale in lieu of condemnation, of any or all of theparking and common areas shall not constitute a violation of this covenant.Landlord reserves the right to change the entrances, exits, traffic lanes andthe boundaries and locations of such parking and common areas. This Lease shallbe subordinate to any agreement of record existing as of the date of thisLease, or to any agreement subsequently recorded, which encumbers the realproperty of which the Premises are a part, which agreement provides forreciprocal easements and restrictions pertaining to the parking and commonareas, and in the event of conflict between the provisions of such agreementand this Lease, the provisions of said agreement shall prevail.

(a)       Landlord shall keep or cause to be kept the parking and common areas ina neat, clean and orderly condition, properly lighted and landscaped, and shallmaintain, repair and/or replace the facilities thereof as necessary in Landlord’sreasonable discretion. All costs incurred in connection with the parking andcommon areas shall be charged to the tenants of the Shopping Center andprorated in the manner hereinafter set forth. The phrase “costs incurred inconnection with the parking and common areas” as used herein shall be construedto include, but not be limited to, all sums expended by Landlord in connectionwith the parking and common areas for resurfacing, repaving, painting,restriping, cleaning, sweeping, janitorial services, planting, replanting, landscaping,electricity and other utilities, repair and replacement of lighting standards,pylon and monument signs, directional signs and other markers and bumpers,general maintenance and repairs, personnel to implement such services and topolice the parking and common areas, required fees or charges levied pursuantto any governmental requirements, maintenance of common utility lines, publicliability and property damage insurance on the parking and common areas, whichshall be carried and maintained by Landlord and with limits as determined byLandlord from time to time, plus a fee equal to ten (10%) percent of all ofsaid costs to Landlord for administration of the maintenance, repair and/orreplacement of the parking and common areas as hereinabove described. Saidexpenses and administrative fee are herein referred to as “Common Area Expense.”

Landlord shall periodicallymail to Tenant a statement, itemizing in reasonable detail, the total CommonArea Expense, and Tenant shall pay to Landlord as Additional Rental, Tenant’spro rata share of such cost within ten (10) days after the mailing of saidstatement. Tenant’s pro rata share shall be determined by the ratio that thenumber of square feet of gross floor area, excluding mezzanine and basement, inthe Premises bears to the total number of square feet of gross floor area,excluding mezzanine

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and basement, of all buildings in the Shopping Center which have beencompleted as of the commencement of the billing period. In the event Tenant’sbusiness by its nature results in additional debris in the parking and commonareas (such as a fast food business) Landlord may allocate additional CommonArea Expense to Tenant. Landlord may, at its option, estimate the Common AreaExpense and collect and impound from Tenant, the amount of Tenant’s pro ratashare as provided in Article 7. In the event Landlord does not own the entireShopping Center, Tenant’s pro rata share of the costs shall be determined bythe ratio that the number of square feet of gross floor area, excludingmezzanine and basement in the Premises, bears to the total number of squarefeet of gross floor area, excluding mezzanines and basements, of all buildingsowned by Landlord in the Shopping Center multiplied by the Common Area Expenseincurred by Landlord for the parking and common areas owned by Landlord.

(b)       Tenant, for the use and benefit of Tenant, its agents, employees,customers, licensees and subtenants, shall have the non-exclusive right incommon with Landlord, and other present and future owners, tenants, and theiragents, employees, customers, licensees and subtenants of the Shopping Center,to use the parking and common areas during the term of this Lease, and anyextensions thereof, for ingress and egress and automobile parking and pedestrianmovement; provided, however, Tenant and Tenant’s employees shall park theirautomobiles in those areas designated by Landlord for employee parking, or atLandlord’s written request shall park their automobiles outside of the ShoppingCenter, provided all other tenants within the Shopping Center are required todo the same.

12.       UTILITIES AND TRASH COLLECTION.  Tenant shall pay for all publicservices and utilities used by Tenant or any of its subtenants, licensees orconcessionaires and shall pay all use, connection, or other fees required to bepaid as a result of Tenant’s use of the Premises. If any utility is notseparately metered, Tenant shall reimburse Landlord for Tenant’s pro rata costof said service, plus a ten (10%) percent administrative fee, to be determinedby the ratio that the gross floor area of the Premises, excluding mezzanine andbasement, bears to the total gross floor area of the building or buildings,excluding mezzanine and basements for which service is provided. In the event Tenantutilizes an inordinate amount of a utility which is not separately metered,Tenant’s share will be appropriately adjusted. Landlord may estimate the costof said service and administrative fee and collect and impound Tenant’s shareof said cost as provided in Article 7.

Tenant shall, at its expense,arrange for the collection of its trash, unless Landlord elects to providetrash collection, in which event Tenant shall reimburse Landlord for its prorata share of the cost of said collection plus a ten (10%) percentadministrative fee. Said pro rata share to be determined by the ratio that thegross floor area of the Premises, excluding mezzanine and basement, bears tothe total gross floor area of the building or buildings, excluding mezzaninesand basements for which trash collection is provided. In the event Tenantgenerates an inordinate amount of trash, Tenant’s share shall be appropriatelyadjusted. Landlord may estimate the cost of said collection and administrativefee and collect and impound Tenant’s share of said cost as provided in Article7.

13.       BUILDING MAINTENANCE AND REPAIR.  Tenant shall, except ashereinafter provided, at all times during the term hereof, and at Tenant’s solecost and expense, keep, maintain and repair the Premises and each part thereofin good and sanitary order and condition including without limitation, themaintenance and repair of any interior walls, storefront, doors, windowcasements, glazing, plumbing, pipes, electrical wiring and conduits from Tenant’smeter, and the heating, ventilating and air conditioning system, including themaintenance of a service contract with a reputable heating and air conditioningcontractor approved by Landlord. Tenant shall repair any damage caused to anyportion of the Premises as a result of any criminal act such as robbery,burglary or vandalism. Tenant shall also, at its sole cost and expense, makeall alterations or improvements to the Premises necessitated as a result of therequirement of any governmental authority. Tenant hereby waives any right whichit may have to make repairs at the expense of Landlord, and Tenant herebywaives all rights provided for by law to make such repairs. By entering intothe Premises, Tenant shall be deemed to have accepted the Premises as being ingood and sanitary order, condition and repair, and Tenant agrees upon theexpiration or earlier termination of this Lease to surrender the Premises,

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in the same condition as when received, (with the addition of leaseholdimprovements not required to be removed), reasonable use and wear thereof anddamage by fire, act of God or by the elements excepted. Tenant shallperiodically sweep and clean the sidewalks adjacent to the Premises, as needed.

Landlord shall, subject toTenant’s reimbursement, as hereinafter provided, maintain in good repair theexterior walls (including painting as required) and roof of the Premises, andsidewalks adjacent thereto and shall maintain all common utility servicesincluding the common fire sprinkler system (if any). Tenant shall not, nor willit authorize any person to, go onto the roof of the building of which thePremises are a part, without the prior written consent of Landlord. Saidconsent will be given only upon Landlord’s satisfaction that any repairsnecessitated as a result of Tenant’s action will be made by Tenant at Tenant’sexpense, and will be made in such a manner so as not to invalidate anyguarantee relating to said roof. In no event shall Tenant, without Landlord’sprior written consent, cut a hole in or otherwise penetrate the roof, floor orwalls of the Premises for any purpose. Landlord shall not be required to makeany repairs to the exterior walls, roof and sidewalks unless and until Tenanthas notified Landlord in writing of the need for such repairs and Landlordshall have had a reasonable period of time thereafter to commence and completesaid repairs. Tenant shall reimburse Landlord, as Additional Rental, for Tenant’spro rata share of the cost of all repairs and maintenance incurred by Landlordin accordance with this Article, plus a ten (10%) percent administrative fee,said pro rata share to be determined by the ratio of the gross floor area,excluding mezzanines and basements, of the Premises bears to the total grossfloor area, excluding mezzanines and basements, of the building of which thePremises are a part. Landlord may estimate the cost of said buildingmaintenance and repair and administrative fee and collect and impound saidamount as provided in Article 7.

14.       INSURANCE.  Landlord shall maintain fire and extendedcoverage insurance throughout the term of this Lease in an amount not in excessof the full replacement cost of the building in which the Premises are located,together with such other insurance as may be required by Landlord’s lender, groundlessor and/or by any governmental agency. At Landlord’s option, such insurancemay include coverage for loss of rents and/or the peril of earthquake andflood. Tenant shall pay to Landlord, as Additional Rental, Tenant’s pro ratashare of the cost of said insurance, plus a 10%**administrative fee, to be determined by the ratio that the grossfloor area of the Premises, excluding mezzanine and basement, bears to thetotal gross floor area of the building or buildings, excluding mezzanine andbasement, for which such policy relates. Landlord may estimate the cost of saidinsurance and collect and impound Tenant’s share of said cost andadministrative fee as provided in Article 7.

Tenant shall, for the mutualbenefit of Landlord and other parties of interest designated by Landlord (“PriorInterest Holders”), and Tenant, maintain comprehensive - “all risk” liabilityinsurance against claims for injury or death to persons or damage to propertyoccurring in, upon or about the Premises and on any sidewalks directly adjacentto the Premises with a combined single limit of not less than One Million($1,000,000.00) Dollars. All such policies of insurance shall be written by aninsurance company approved by Landlord, and shall be issued in the name ofLandlord, the Prior Interest Holders and Tenant for the mutual and jointbenefit and protection of such parties, and such policies of insurance orcopies thereof shall be delivered to Landlord.

Said policy shall contain anendorsement that the coverage afforded by the policy is for the benefit of theLandlord and shall be primary as respect to any liability or claims arising outof the occupancy of the Premises by the Tenant, or Tenant’s operations and anyinsurance carried by Landlord shall be excess and noncontributory, and shallcontain a waiver by the Tenant’s insurers of any right to subrogation againstLandlord, its agents, employees and representatives which arises or might ariseby reason of any payment under such policy or by reason of any act or omissionof Landlord, its agents, employees or representatives.

15.       AS-IS.  ThePremises shall be delivered free of debris in their as is condition.

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16.       COMPLIANCEWITH INSURANCE REQUIREMENTS.  No useshall be made or permitted to be made of the Premises, nor acts done, whichwill increase the existing rate of insurance for the building in which thePremises are located (once said rate is established), or cause a cancellationof any insurance policy covering said building or any part thereof, nor shallTenant sell or permit to be kept, used or sold in or about the Premises anyarticle which may be prohibited by standard form fire insurance policies.Tenant shall, at Tenant’s sole cost, comply with any and all requirements,pertaining to the use of the Premises, of any insurance organization or companynecessary for the maintenance of reasonable fire and public liabilityinsurance, covering said building and appurtenances. In the event Tenant’s useof the Premises results in a rate increase for the building of which the Premisesare a part, Tenant shall pay, as Additional Rental, a sum equal to theadditional premium occasioned by said rate increase, within ten (10) days afterLandlord’s demand.

Tenant, if involved in foodpreparation and sales as a cafe, restaurant, or similar use, and/or foodtakeout service, shall install, at its expense, such improvements as are uniqueto said business as may be required by any governmental authority, and shallinstall, at Tenant’s expense, fire protective systems in grill, deep fry andcooking areas, and such system when installed shall qualify for full fireprotective credits allowed by the fire insurance rating and regulatory body inwhose jurisdiction the Premises are located.

17.       INDEMNIFICATIONOF LANDLORD.  Tenant shall indemnify,defend and hold Landlord and the Prior Interest Holders harmless from allclaims, damages, costs (including attorneys’ fees and court costs), judgments,and liabilities resulting from Tenant’s use of the Premises and from all costsrelating to such claims. Landlord shall not be responsible for the loss ordamage to any persons or property resulting from theft, fire, explosion, flood,rain, roof or plumbing leaks, or any other cause, including without limitation,any acts or omissions of other tenants of the Shopping Center.

18.       COMPLIANCEWITH LAWS: WASTE AND NUISANCE.  Tenantshall comply with the requirements of all governmental authorities which now,or may hereafter have jurisdiction over the use of the Premises, and shallfaithfully observe in said use all municipal ordinances and state and federalstatutes now in force or which shall hereinafter be in force. The judgment ofany court of competent jurisdiction, or the admission of Tenant in any actionor proceeding against Tenant, whether Landlord be a party thereto or not, thatTenant has violated any such order or statute in said use, shall be conclusiveof that fact as between Landlord and Tenant.

Tenant shall not use, storeor permit toxic waste or other toxic or hazardous substances or materials onthe Premises during the term of this Lease, without the prior written consentof Landlord. The proposed use of such chemicals/substances shall be approved,if necessary, by the local fire department and the exterior of the Premisesshall clearly set forth a label as to the chemicals/substances located withinthe Premises. In the event that any such wastes, substances or materials arehereinafter found on, under or about the Premises as a result of Tenant’sactions, except as expressly allowed by Landlord, Tenant shall take allnecessary and appropriate actions and shall spend all necessary sums to causethe same to be cleaned up and immediately removed from the Premises, andLandlord shall in no event be liable or responsible for any costs or expensesincurred in so doing. Tenant shall at all times observe and satisfy therequirements of, and maintain the Premises in compliance with, all federal,state and local environmental protection, occupational, health and safety andsimilar laws, ordinances, restrictions, licenses and regulations.

Tenant shall not commit, orsuffer to be committed, any waste upon the Premises, or any nuisance or otheract or thing which may disturb the quiet enjoyment of any other tenant in theShopping Center. No noise, vibrations or odors shall be emitted outside of thePremises as a result of any equipment installed or utilized by Tenant withinthe Premises or as a result of Tenant’s use of the Premises. Any cost ofcomplying with this provision, such as the need for additional insulation orsound proofing, shall be paid by Tenant.

19.       FIXTURESAND ALTERATIONS.  Tenant shall notmake, or suffer to be made, any alterations or additions to the Premises, orany part thereof, without the prior written consent of Landlord. Any additionsto the Premises, including carpeting and wallcovering, but excluding fixturesand equipment, shall become at once a part of the realty and belong toLandlord,

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provided, however, if requested by Landlord, Tenant shall remove anyadditions to the Premises made by Tenant. Any property belonging to Tenant andleft after the termination of this Lease shall, at the option of Landlord, bedeemed abandoned. Landlord may remove and dispose of such abandoned property,without liability to Tenant, and Tenant shall promptly reimburse Landlord forany expense of removal and disposal, and for the repair of any damage caused bysaid removal. Any alteration of or improvement to the Premises shall be inconformance with the requirements of all governmental authorities.

Tenant agrees to fixturizethe Premises, prior to opening for business, with new fixtures comparable toother stores of similar location and nature.

20.       FREEFROM LIENS.  Tenant shall keep thePremises and the Shopping Center free from any liens arising out of work performed,materials furnished, or obligations incurred by Tenant. In the event a mechanic’sor materialmen’s lien is filed against the Premises or the Shopping Center as aresult of any work performed by or through Tenant, Tenant shall promptly removesuch lien either through payment in full or through the recording of a releasebond in the statutory amount. Failure by Tenant to remove the lien to thesatisfaction of Landlord and Landlord’s title insurance company within five (5)days after written demand therefor from Landlord shall entitle Landlord toremove the lien as set forth in the preceding sentence, Tenant shall, withinfive (5) days after written demand therefor from Landlord, reimburse Landlordfor all costs and expenses (including attorneys’ fees) incurred by Landlord inconnection with the removal of the lien.

21.       DAMAGEAND DESTRUCTION OF THE PREMISES.  Inthe event (a) of partial or total destruction of the Premises or the buildingin which the Premises are located which requires repairs to either the Premisesor said building, or (b) the Premises or the building in which the Premises arelocated are declared unsafe or unfit for occupancy by any authorized publicauthority for any reason other than Tenant’s acts, omissions, uses oroccupation, which declaration requires repairs to either the Premises or saidbuilding, Landlord shall forthwith make said repairs, provided Tenant givesLandlord thirty (30) days prior written notice of the necessity therefor.However, if, (i) during the last four (4) years of the term of this Lease thebuilding in which the Premises are located is damaged as a result of fire orany other insured casualty to an extent in excess of twenty-five (25%) percentof its then replacement cost (excluding foundation[s]); or (ii) the building isso damaged at anytime by a casualty not insured against; or (iii) fifty (50%)percent, or more, of the total floor area of the buildings in the ShoppingCenter are damaged or destroyed by any casualty, at anytime, Landlord maywithin thirty (30) days following the date such damage occurs terminate thisLease by written notice to Tenant. During the period that Landlord is makingsaid repairs, this Lease shall continue in full force and effect, and theGuaranteed Minimum Monthly Rental shall be proportionately reduced based uponthe extent to which the making of such repairs shall interfere with thebusiness carried on by Tenant in the Premises. If Landlord elects to terminatethis Lease, all rentals shall be prorated between Landlord and Tenant as of thedate of such destruction.

In respect to any partial ortotal destruction (including any destruction necessary in order to make repairsrequired by any such declaration of any authorized public authority) whichLandlord is obligated to repair or may elect to repair, Tenant waives anystatutory right Tenant may have otherwise had to cancel this Lease as a resultof such destruction.

22.       ASSIGNMENTAND SUBLETTING.  Tenant shall notassign this Lease, or any interest therein (including, but not limited toencumbering this Lease), and shall not sublet the Premises or any part thereof,or any right or privilege appurtenant thereto, or permit any other person (theagents and servants of Tenant excepted) to occupy or use the Premises, or anyportion thereof, without first obtaining the written consent of Landlord, whichconsent may be withheld if in Landlord’s sole opinion and discretion, theproposed subtenant or assignee does not have the necessary experience orfinancial resources to successfully operate the business, or if there is anyproposed change in the use for which the Premises have been leased. Landlordmay condition its consent on the requirement that any rent to be received fromthe proposed assignee or subtenant in excess of the rent herein provided forwill be paid to Landlord. In the event of a sublease of a portion of thePremises, the rent payable hereunder shall be prorated to

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the area sublet. In the event Tenant desiresto assign this Lease or to sublet the demised premises or any portion thereof,Tenant shall submit to Landlord a request for permission to assign or sublease,setting forth the proposed effective date; the name, address and telephonenumber of the proposed subtenant or assignee; the nature of the proposedsubtenant’s or assignee’s business to be conducted in the demised premises; acurrent financial statement of the proposed subtenant or assignee; and suchother information as Landlord may reasonably request. Each request by Tenantfor permission to assign or sublease shall be accompanied by a One HundredFifty ($150.00) Dollar payment to Landlord as compensation for the cost ofprocessing such request. Landlord’s approval shall be evidenced only by itswritten approval and in the case of an assignment of this Lease, the assignmentshall be binding on Landlord only if executed on Landlord’s form.

No assignment or sublettingshall relieve Tenant from its liability hereunder and Tenant shall not bereleased from performing any of the terms, covenants and conditions of this Lease.Each assignee or transferee shall assume all of Tenant’s obligations under thisLease and shall be jointly and severably liable for the payment of the rent,and for the performance of all of the terms and conditions of this Lease.Tenant waives notice of any default of any assignee or sublessee and agreesthat Landlord may, at its option, proceed against Tenant without having takenaction against or joined such assignee or sublessee, except that Tenant shallhave the benefit of any indulgences, waivers and extensions of time granted toany such assignee or sublessee. Consent by Landlord to one assignment,subletting, occupation or use by another person shall not be deemed a consentto any subsequent assignment, subletting, occupation or use by another person.

23.       DEFAULT.  If Tenant fails to make any payment requiredby the provisions of this Lease, when due, or fails within thirty (30) daysafter written notice thereof to correct any breach or default of the othercovenants, terms or conditions of this Lease, or if Tenant abandons thePremises before the end of the term, Landlord shall have the right at any timethereafter to elect to terminate this Lease and Tenant’s right to possessionhereunder. Upon such termination, Landlord shall have the right to recoveragainst Tenant:

(a)       The worth at the time of award of the unpaid rent which had been earnedat the time of termination;

(b)       The worth at the time of award of the amount by which the unpaid rentwhich would have been earned after termination until the time of award exceedsthe amount of such rental loss that the Tenant proves could have beenreasonably avoided;

(c)       The worth at the time of award of the amount by which the unpaid rentfor the balance of the term after the time of award exceeds the amount of suchrental loss that the Tenant proves could be reasonably avoided; and

(d)       Any other amount necessary to compensate Landlord for all the detrimentproximately caused by Tenant’s failure to perform its obligations under theLease or which in the ordinary course of things would be likely to resulttherefrom.

The “worth at the time ofaward” of the amounts referred to in subparagraphs (a) and (b) above shall becomputed by allowing interest at Union Bank’s prime rate in effect from time totime (i.e. floating), but not more than the maximum rate allowed by law. Theworth at the time of award of the amount referred to in subparagraph (c) shallbe computed by discounting such amount at the discount rate of the FederalReserve Bank of San Francisco at the time of award, plus one (1%)**percent.

Such efforts as Landlord maymake to mitigate the damages caused by Tenant’s breach of this Lease shall notconstitute a waiver of Landlord’s right to recover damages against Tenanthereunder, nor shall anything herein contained affect Landlord’s right toindemnification against Tenant for any liability arising prior to thetermination of this Lease for personal injuries, wrongful death and/or propertydamage, and Tenant shall indemnify and hold Landlord harmless from any suchinjuries and damages, including all attorney’s fees and costs incurred byLandlord in defending any action brought against Landlord for any recoverythereof, and in enforcing the terms and provisions of this indemnificationagainst Tenant.

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Notwithstanding any of theforegoing, the breach of this Lease by Tenant or an abandonment of the Premisesby Tenant, shall not constitute a termination of this Lease, or of Tenant’sright of possession hereunder, unless and until Landlord elects to do so, and untilsuch time Landlord shall have the right to enforce all of its rights andremedies under this Lease, and otherwise at law, including the right to recoverGuaranteed Minimum Monthly Rental, Additional Rental, and all other payments tobe made by Tenant hereunder, as they become due; provided, however, that untilsuch time as Landlord elects to terminate this Lease, and Tenant’s right ofpossession hereunder, Tenant shall have the right to sublet the Premises, orassign its interest in this Lease, or both, subject only to the written consentof Landlord, which consent shall not be unreasonably withheld.

As security for theperformance by Tenant of all of its duties and obligations hereunder, Tenantdoes hereby assign to Landlord the right, power and authority, during thecontinuance of this Lease, to collect the rents, issues and profits of thePremises, reserving unto Tenant the right, prior to any breach or default by ithereunder, to collect and retain said rents, issues and profits as they becomedue and payable. Upon any such breach or default, Landlord shall have the rightat any time thereafter, without notice except as provided for above, either inperson, by agent or by a receiver to be appointed by a court, to enter and takepossession of the Premises and collect such rents, issues and profits,including those past due and unpaid, and apply the same, less costs andexpenses of operation and collection, including reasonable attorney’s fees,upon any indebtedness secured hereby, and in such order as Landlord maydetermine. The parties agree that acts of maintenance or preservation orefforts to re-lease the Premises, or the appointment of a receiver to protectthe interests of Landlord shall not constitute a termination of this Lease or atermination of Tenant’s right of possession, unless accompanied by a writtennotice from Landlord to Tenant of Landlord’s election to so terminate.

Tenant acknowledges thatLandlord has executed this Lease in reliance on the financial informationfurnished by Tenant to Landlord as to Tenant’s financial condition. In theevent that it is determined at any time subsequent to the date of this Leasethat any of the financial information furnished by Tenant is materially untrueor inaccurate, Tenant shall be deemed to be in default of this Lease, whichdefault shall not be subject to cure, and which shall entitle Landlord toexercise all remedies reserved to Landlord under this Lease or otherwiseavailable to Landlord at law.

In the event of a monetarydefault of any payment due under this Lease, Landlord may in Landlord’s noticeto Tenant of such default require that Tenant’s payment to cure the default bein cash, money order, cashier’s check, or certified check. Landlord and Tenantagree that should Landlord so elect to require payment by cash, cashier’scheck, money order, or certified check, a tender of payment which is not in theform requested by Landlord shall be deemed a failure to cure the default.

24*.**      *SIGNS.  Tenant shall not place or permit to be placedany sign upon the exterior, or in the windows (or within two [2] feet thereof),of the Premises without Landlord’s prior written consent. Landlord’s approvedsign criteria drawings are attached hereto as an Exhibit, or if not availableas of the execution of this Lease, shall be provided to Tenant by Landlordprior to the commencement of the term hereof. Tenant shall, at its sole costand expense, prepare sign construction drawings in accordance with saidcriteria drawings, which shall be submitted to Landlord for Landlord’s writtenapproval. Tenant shall install a sign in accordance with the approved signconstruction drawings within thirty (30) days after the commencement of theterm of this Lease, and shall thereafter maintain said sign in good conditionand repair.

25.       SPECIALSALES.  Tenant shall not, withoutLandlord’s prior written consent, display or sell merchandise outside thePremises and permanent doorways of the Premises. Tenant shall not conduct orpermit to be conducted any sale by auction in, upon or from the Premises,whether said auction be voluntary, involuntary, pursuant to any assignment forthe benefit of creditors, or pursuant to any bankruptcy or other insolvencyproceeding. Tenant shall not conduct a going out of business sale withoutLandlord’s prior written consent.

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26.       ENTRYAND INSPECTION.  Tenant shall permitLandlord, the Prior Interest Holders and their agents to enter the Premises atall reasonable times for the purpose of inspecting the same or for the purposeof maintaining the building in which the Premises are located, or for thepurpose of making repairs, alterations or additions to any other portion ofsaid building, including the erection and maintenance of such scaffolding,canopies, fences and props as may be required, or for the purpose of postingnotices of non-responsibility for alterations, additions or repairs of Tenant,or for the purpose of placing “For Sale” signs upon the property in which thePremises are located. Landlord and the Prior Interest Holders shall bepermitted to do any of the above without any rebate of rent and without anyliability to Tenant for any loss of occupation or quiet enjoyment of thePremises thereby occasioned. Tenant shall permit Landlord, at any time withinninety (90) days prior to the expiration of this Lease, to place upon thePremises, “For Lease” signs. Landlord or its agents may, during normal businesshours, enter the Premises and exhibit same to prospective tenants andpurchasers.

27.       INSOLVENCYOF TENANT.  In the event all orsubstantially all of Tenant’s assets are placed in the hands of a receiver ortrustee, and in the event such receivership or trusteeship shall continue for aperiod of ten (10) days, or should Tenant make an assignment for the benefit ofcreditors, then this Lease or any interest in and to the Premises which Tenantmay have shall not become an asset in any of such proceedings and, in any ofsuch events and in addition to any and all rights or remedies of Landlordhereunder or as provided by law, Landlord shall have the option to declare theterm hereof ended, to re-enter the Premises and take possession thereof andremove all persons therefrom, and Tenant shall have no further claim therein orhereunder.

28.       SURRENDEROF LEASE.  The voluntary or othersurrender of this Lease by Tenant, or a mutual cancellation thereof, shall notwork a merger, and shall, at the option of Landlord, terminate all or anyexisting subleases or subtenancies (even though Landlord may have consented tosame), or may, at the option of Landlord, operate as an assignment to it of anyor all of such subleases or subtenancies.

29.       SALEOF PREMISES BY LANDLORD AND LANDLORD’S LIMITED LIABILITY.  In the event of a sale by Landlord of thePremises, Landlord shall be released of all liability under this Lease arisingout of any act, occurrence or omission occurring after the consummation of suchsale; and the purchaser, shall be deemed without any further agreement betweenthe parties or their successors in interest to have assumed and agreed to carryout any and all of the covenants and obligations of Landlord under this Lease.

The liability of Landlord under this Lease shall belimited to Landlord’s estate in the Premises. Tenant agrees to look solely toLandlord’s interest in the Premises for the satisfaction of any liability, dutyor obligation of Landlord with respect to this Lease, or the relationship ofLandlord and Tenant hereunder, and no other assets of Landlord shall be subjectto any liability therefor.

30.       CONDUCTOF BUSINESS.  Except as otherwiseherein provided, Tenant shall continuously and uninterruptedly keep thePremises open for business during the usual business hours as is customary forbusinesses of like character in the community in which the Premises arelocated. Provided, however, that this provision shall not apply if the Premisesshould be closed and the business of Tenant temporarily discontinued on accountof strikes, lockouts, or similar causes beyond the reasonable control of Tenant(financial inability excepted), or closed for not more than three (3) days outof respect for the memory of any deceased officer or employee of Tenant, or therelative of any such officer or employee. In the event Tenant fails tocontinuously and uninterruptedly conduct its business, Landlord shall have, inaddition to any other remedy herein provided, the right at its option toincrease the Guaranteed Minimum Monthly Rental by fifty (50%) percent for eachand every day that the Tenant shall fail to conduct its business. Tenant shallat all times conduct its business in a dignified, non-offensive manner. ThePremises shall be adequately stocked with merchandise and shall be maintainedin a neat, clean and orderly condition.

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31.       ATTORNEY’SFEES.  If Landlord is involuntarymade a party defendant to any litigation concerning this Lease or the Premisesby reason of any act or omission of Tenant, Tenant shall hold Landlord harmlessfrom all costs, liabilities, damages and expenses by reason thereof, includingattorneys’ fees and costs. If Landlord incurs any costs, including attorneys’fees, in connection with any bankruptcy proceeding of Tenant, Tenant shallreimburse Landlord for the amount of said costs.

If either Landlord or Tenantshall commence any legal proceedings against the other with respect to any ofthe terms and conditions of this Lease, the non-prevailing party therein shallpay to the other all expenses of said litigation, including attorneys’ fees andcosts as may be fixed by the court having jurisdiction over the matter. Theparties hereto agree that the State of California is the proper jurisdictionfor litigation of any matters relating to this Lease, with venue in OrangeCounty, and service mailed to the address of Tenant set forth herein shall beadequate service for such litigation.

32.       SECURITY DEPOSIT.  Tenanthas deposited with Landlord the sum of None ($                                    )Dollars, receipt of which is hereby acknowledged by Landlord, said depositbeing given to secure the faithful performance by Tenant of each of the terms,covenants and conditions of this Lease. If Tenant shall fail to pay theGuaranteed Minimum Monthly Rental or Additional Rental herein reserved promptlywhen due, said deposit, at the option of Landlord may be applied to any suchrent due and unpaid, and if Tenant violates any of the other terms, covenantsand conditions of this Lease, said deposit shall be applied to the extent ofthe amount of damages suffered by Landlord as a result of Tenant’s default.

Nothing herein shall in anyway diminish or be construed as waiving any of Landlord’s other remedies asprovided herein, or by law or in equity. Should the entire security deposit, orany portion thereof, beappropriated and applied by Landlord for the payment of sums due and payable toLandlord by Tenant under this Lease, then Tenant shall, on the written demandof Landlord, forthwith remit to Landlord a sufficient amount to restore saidsecurity deposit to its original amount, and Tenant’s failure to do so withinten (10) days after receipt of such demand, shall constitute a monetarydefault. Should Tenant comply with all of the terms, covenants and conditionsof this Lease and promptly pay the Guaranteed Minimum Monthly Rental andAdditional Rental herein provided for as it falls due, and all other sumspayable by Tenant to Landlord hereunder, said security deposit shall bereturned in full to Tenant at the end of the term of this Lease, or**upon the earlier termination of thisLease. In the event the Premises are sold as a result of the exercise of anypower of sale under any mortgage or deed of trust, this Lease shall beautomatically amended to delete any reference to this Article 32, and Tenantshall be entitled to immediate reimbursement of its security deposit from theparty holding said deposit immediately before any such sale.

33.       HOLDING OVER.  Any holding over after the expiration of theterm of this Lease, with the consent of Landlord, shall be construed to be atenancy from month to month, cancellable upon thirty (30) days written notice, uponeach of the terms and conditions as existed immediately prior to the expirationof the term, except the Guaranteed Minimum Monthly Rental shall be increased bytwenty-five (25%)**percent.

34.       NOTICES AND CONSENTS.  Any notices and consents to be given inconnection with this Lease shall be in writing and personally delivered, orforwarded by certified mail return receipt requested, addressed as follows:
|        | If to Landlord: |   | P.O. Box 7974           |
|--------|-----------------|--------|-------------------------|
|   |            |   | Newport Beach, CA 92658 |
|   |            |   | (949) 251-2045          |
|   |            |   |                    |
|   | If to Tenant:   |   | The Premises            |
|   |            |   |                    |
|   |            |   |                    |
|   |            |   |                    |

Either party may change such address by written noticeby certified mail to the other.

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35.       SUCCESSORSIN INTEREST.  The covenants hereincontained shall, subject to the provisions as to assignment, apply to and bindthe heirs, successors, executors, administrators and assigns of each partyhereto; and if there is more than one person or entity who is the tenanthereunder, all of such parties shall be jointly and severally liable hereunder.

36.       TENANT’SPERFORMANCE.  Without affecting anyother right or remedy of Landlord hereunder, in the event Tenant shall failwithin any time limits which may be provided herein to complete any work orperform any other requirements to be performed by Tenant prior to thecommencement of the term hereof, or in the event Tenant shall cause a delay inthe completion of any work to be performed by Landlord, Landlord may sendTenant written notice of said default and if said default is not corrected withinten (10) days thereafter, Landlord may, by written notice prior to Tenant’scuring of said default, terminate this Lease. Landlord shall be entitled toretain as liquidated damages all deposits made hereunder and such improvementsas Tenant may have annexed to the Premises which cannot be removed withoutdamage thereto.

37.       SUBORDINATION,ATTORNMENT AND ESTOPPEL.  This Lease,at Landlord’s option, shall be subordinate to the lien of any deed of trust ormortgage subsequently placed upon the real property of which the Premises are apart, and to any and all advances made on the security thereof, and to allrenewals, modifications, consolidations, replacements and extensions thereof:provided, however, that as to the lien of any such deed of trust or mortgage,Tenant’s right to quiet possession of the Premises shall not be disturbed as aresult of such subordination. If any mortgagee, trustee or ground lessor shallelect to have this Lease prior to the lien of its mortgage, deed of trust orground lease, and shall give written notice thereof to Tenant, this Lease shallbe deemed prior to such mortgage, deed of trust or ground lease, whether thisLease is dated prior to subsequent to the date of said mortgage, deed of trustor ground lease or the date of recording thereof. Upon the request of Landlordor any mortgagee or beneficiary holding a secured interest in the ShoppingCenter, Tenant shall execute and return to Landlord, within ten (10) days afterdemand therefor, a subordination agreement in recordable form subordinatingthis Lease to existing or future secured interests.

In the event any proceedingsare brought for foreclosure, or in the event of the exercise of the power ofsale under any mortgage or deed of trust made by Landlord covering the Premises,Tenant shall attorn to the Purchaser upon any such foreclosure or sale andrecognize such purchaser as Landlord under this Lease.

If upon any sale, assignment,or hypothecation of the Shopping Center, the Premises or the land thereunder byLandlord, or at any other time, an estoppel certificate and/or financialstatement shall be requested of Tenant, Tenant shall, within ten (10) daysthereafter, deliver such financial statement, and such estoppel certificate (inrecordable form) addressed to any such proposed mortgagee or purchaser or toLandlord, certifying the requested information, including among other thingsthe dates of commencement and termination of this Lease, the amount of thesecurity deposit, if any, and that this Lease is in full force and effect (ifsuch be the case) and that there are no differences, offsets or defaults ofLandlord, or noting such differences, offsets or defaults as actually exist.Tenant shall be liable for any loss or liability resulting from any incorrectinformation certified, and such mortgagee and purchaser shall have the right torely on such estoppel certificate and financial statement. Tenant shall in thesame manner acknowledge and execute any assignment of rights to receive rentsas required by any mortgagee of Landlord.

Should Tenant fail to providesuch estoppel certificate, financial statement, subordination agreement, orassignment of rights within ten (10) days of Landlord’s written requesttherefor, then it is agreed between the parties hereto that Landlord may suffersubstantial damage as a result of Tenant’s failure and therefore Tenant shallpay to Landlord daily Additional Rental, in addition to all other rental dueunder this Lease, in an amount equal to one-thirtieth (l/30th) of theGuaranteed Minimum Monthly Rental for each day commencing on the eleventh(11th) day after the request for such estoppel certificate, financial statementor assignment of rights until the same is provided to Landlord, its mortgageeor purchaser.

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38.       REVISIONOF SITE PLAN.  Tenant acknowledgesthat the Site Plan may be preliminary and that prior to the commencement of theterm hereof, Landlord may revise the Site Plan and change the location of thePremises; provided, however, relocation of the Premises shall be subject to Tenant’sapproval, which approval shall not be unreasonably withheld. In the eventTenant does not approve said relocation, Tenant may cancel this Lease withinten (10) days after written notice is given by Landlord of the relocation, inwhich event any security deposit or prepaid rent paid by Tenant shall berefunded to Tenant, and neither party shall thereafter have any furtherobligation to each other pursuant to this Lease. It is further understood thatafter the commencement of the term hereof, Landlord may modify the site planwithout Tenant’s consent, so long as such modification does not unreasonablyaffect the use of Tenant’s demised premises.

39.       CONDEMNATION. In the event of a condemnation, or atransfer in lieu thereof, in which twenty (20%) percent or more of the Premisesis taken, or in the event as a result of such taking or transfer in lieuthereof, adequate parking is no longer provided, either Landlord or Tenant may,upon written notice given within thirty (30) days after such taking or transferin lieu thereof, terminate this Lease. Landlord shall receive the entire awardin such condemnation proceeding. In the event less than twenty (20%) percent ofthe Premises is taken, Landlord shall restore the remaining Premises for use byTenant to the extent Landlord receives condemnation proceeds, and this Leaseshall remain in full force. Tenant shall not be entitled to share in anyportion of the award, and Tenant hereby expressly waives any right or claim toany part thereof, Tenant shall, however, have the right to claim and recoveronly from the condemning authority (but not from Landlord), any amountsnecessary to reimburse Tenant for the cost of removing stock, movable equipmentand trade fixtures. In the event of a lesser taking or transfer in lieuthereof, the terms and conditions of this Lease shall be unchanged.

40.       RULESAND REGULATIONS.  Except inconnection with the operation of a pet store or veterinary office, no animals,birds, or pets shall be kept in or about the premises. No video, electronicgame machines, or vending machines shall be installed, maintained, or operatedwithin the Premises without the written consent of the Landlord. Landlord mayfrom time to time adopt reasonable non-discriminating rules and regulationswith respect to the Shopping Center and operation of the parking and commonareas.

41.       INTERESTON PAST DUE OBLIGATIONS.  Any amountdue from Tenant to Landlord hereunder which is not paid when due (including,without limitation, amounts due as reimbursement to Landlord for costs incurredby Landlord in performing obligations of Tenant hereunder upon Tenant’s failureto so perform) shall bear interest at the highest rate then allowed under theusury laws of the State of California, from the date due until paid, unless otherwisespecifically provided herein.

42.       FORCEMAJEURE.  If either party heretoshall be delayed or prevented from the performance of any act requiredhereunder by reason of acts of God, strikes, lockouts, labor troubles,inability to procure materials, restrictive governmental laws or regulations orother cause without fault and beyond the control of the party obligated(financial inability excepted), performance of such act shall be excused forthe period of the delay and the period for the performance of any such actshall be extended for a period equivalent to the period of such delay;provided, however, nothing herein shall excuse Tenant from the prompt paymentof any rental or other amount which Tenant is required to pay Landlordhereunder, except as may be expressly provided elsewhere in this Lease.

43.       PARTIALINVALIDITY.  If any term, covenant,condition or provision of this Lease is held by a court of competentjurisdiction to be invalid, void or unenforceable, the remainder of theprovisions of this Lease shall remain in full force and effect and shall in noway be affected, impaired or invalidated thereby.

44.       MARGINALCAPTIONS.  The various headings andnumbers herein and the grouping of the provisions of this Lease into separatearticles and paragraphs are for the purpose of convenience only and shall notbe considered a part hereof.

45.       TIME. Time is of the essence of this Lease.

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46.       OFFERTO LEASE, NO OPTION.  THE SUBMISSIONOF THIS LEASE TO TENANT IS FOR EXAMINATION PURPOSES ONLY AND DOES NOTCONSTITUTE A RESERVATION OF, OR OPTION FOR TENANT TO LEASE, OR OTHERWISE CREATEANY INTEREST OF TENANT IN THE PREMISES OR THE SHOPPING CENTER. EXECUTION OFTHIS LEASE BY TENANT AND ITS RETURN TO LANDLORD SHALL CONSTITUTE AN OFFER TOLEASE WHICH LANDLORD SHALL HAVE NO OBLIGATION TO ACCEPT. LANDLORD’S ACCEPTANCESHALL ONLY BE EVIDENCED BY LANDLORD’S EXECUTION OF THIS LEASE AND DELIVERY TOTENANT.

47.       NO ORAL AGREEMENTS.  THIS LEASE COVERS IN FULL EACH AND EVERYAGREEMENT OF EVERY KIND OR NATURE WHATSOEVER BETWEEN THE PARTIES HERETOCONCERNING THIS LEASE, AND ALL PRELIMINARY NEGOTIATIONS AND AGREEMENTS OFWHATSOEVER KIND OR NATURE (INCLUDING DISCUSSIONS WITH BROKERS, AGENTS,ATTORNEYS AND/OR EMPLOYEE OF LANDLORD) ARE MERGED HEREIN, AND THERE ARE NO ORALAGREEMENTS OR IMPLIED COVENANTS. TENANT EXPRESSLY ACKNOWLEDGES THAT LANDLORDHAS NOT REPRESENTED THAT TENANT WILL HAVE THE EXCLUSIVE RIGHT TO OPERATE ANYPARTICULAR TYPE OF BUSINESS WITHIN THE SHOPPING CENTER OR THAT ANY SPECIFICTENANT OR NUMBER OF TENANTS WILL OCCUPY SPACE WITHIN THE SHOPPING CENTER ATANYTIME DURING THE TERM OF THIS LEASE.

IN WITNESS WHEREOF, theparties have duly executed this Lease on the date first above written.
| LANDLORD: |   | La Jolla Investors,                              |
|-----------|--------|--------------------------------------------------|
|      |   | A California General, Partnership                |
|      |   |                                             |
|      | By:    | /s/ Steven Grant                                 |   |   |
|      |   | Steven Grant, Trustee                            |   |   |
|      |   | General Partner                                  |   |   |
|      |   |                                             |   |   |
|      |   | /s/ Larry Tucker                                 |   |   |
|      |   | Larry Tucker as Trustee of Larry Tucker          |   |   |
|      |   | Separate Property Trust dated September 17, 1987 |   |
|      |   |                                             |   |
|      |   |                                             |   |
| TENANT:   |   | 1st Pacific Bank of California,                  |   |   |
|      |   | a California Corporation                         |   |   |
|      |   |                                             |   |   |
|      | By:    | /s/ Robert B. Hildt                              |   |   |
|      |   | Robert B. Hildt,                                 |   |   |
|      |   | President                                        |   |   |

 

 

If Tenant is a corporation, the authorisedofficers must sign on behalf of the corporation and Indicate the capacity inwhich they are signing. The Lease must be executed by the president orvice-president and the secretary or assistant secretary, unless bylaws or aresolution of the board of directors shall otherwise provide, in which eventthe bylaws or a certified copy of the resolution, as the case may be, must beconcurrently delivered to Landlord.

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**EXHIBIT A**

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