Exhibit 10.15




<TABLE>
<CAPTION>
                             Basic Lease Information

                           Northpoint Commerce Center


         The following is a summary of Lease information that is referred to in
the Lease. To the extent there is any conflict between the provisions of this
Summary and any more specific provision of the Lease, such more specific
provision shall control.




<S>                 <C>                      <C>                                        <C>
                             LEASE DATE:     August 22, 2002

                               LANDLORD:     SANTA ROSA NORTHPOINT ASSOCIATES,
                                             LLC, a California limited liability company

                    ADDRESS OF LANDLORD:     c/o Nearon Enterprises
                                             30 Oak Ct.
                                             Danville, CA  94526

                                 TENANT:     NATIONAL BANK OF THE REDWOODS,
                                             a National Association


                      ADDRESS OF TENANT:     2170 Northpoint Parkway
                                             Santa Rosa, CA 95407

                              GUARANTOR:     N/A
                                                               Rentable
                               PREMISES:     Suite             Square Footage
                                             -----             --------------
                                             office            19,310


                                             2170 Northpoint Parkway
                                             Santa Rosa, CA 95407

                             LEASE TERM:     Six (6) years, subject to extension in accordance with
                                             Option to Extend Rider for one (1), three (3) year term


                              BASE RENT:      (i)   For the period commencing on        $30,896.00
                                                    the Commencement Date through       (per month);
                                                    the day immediately preceding       $370,752.00
                                                    the first (1st) day of the          (per year);
                                                    calendar month in which the
                                                    first (1st) annual anniversary
                                                    of the Commencement Date occurs
                                                    (the "1-Year Anniversary");

                                              (ii)  For the period commencing on        $31,861.50
                                                    the 1-Year Anniversary through      (per month);
                                                    the day immediately preceding       $382,338.00
                                                    the first (1st) day of the          (per year);
                                                    calendar month in which the
                                                    second (2nd) annual anniversary
                                                    of the Commencement Date occurs
                                                    (the "2-Year Anniversary");
</TABLE>



6258.007/264449.3                       i                         (Initials)
<PAGE>
<TABLE>
<CAPTION>
<S>         <C>                                <C>                                      <C>

                                              (iii) For the period commencing on        $32,827.00
                                                    the 2-Year Anniversary through      (per month);
                                                    the day immediately preceding       $393,924.00
                                                    the first (1st) day of the          (per year);
                                                    calendar month in which the
                                                    third (3rd) annual anniversary
                                                    of the Commencement Date occurs
                                                    (the "3-Year Anniversary");

                                              (iv)  For the period commencing on        $33,792.50
                                                    the 3-Year Anniversary through      (per month);
                                                    the day immediately preceding       $405,510.00
                                                    the first (1st) day of the          (per year);
                                                    calendar month in which the
                                                    fourth (4th) annual anniversary
                                                    of the Commencement Date occurs
                                                    (the "4-Year Anniversary");

                                              (v)   For the period commencing on        $34,758.00
                                                    the 4-Year Anniversary through      (per month);
                                                    the day immediately preceding       $417,096.00
                                                    the first (1st) day of the          (per year);
                                                    calendar month in which the
                                                    fifth (5th) annual anniversary
                                                    of the Commencement Date occurs
                                                    (the "5-Year Anniversary");

                                              (vi)  For the period commencing on        $35,723.50
                                                    the 5-Year Anniversary              (per month);
                                                    through  the Expiration             $428,682.00
                                                    Date.                               (per year);


                  BASE EXPENSE/TAX YEAR:      2003

                   EARLY OCCUPANCY DATE:      JANUARY 15, 2003

            SCHEDULED COMMENCEMENT DATE:      February 1, 2003

                        EXPIRATION DATE:      January 31, 2009

                          PERMITTED USE:      General office and warehouse uses, subject to Paragraph 6 of the
                                              Lease

                     TENANT'S PERCENTAGE      Building Share:   78.77%
                                  SHARE:      Project Share:             22.75%

               INITIAL SECURITY DEPOSIT:      N/A

                      LANDLORD'S BROKER:      Mr. Barry Palma
                                              Orion Partners, Ltd.

                        TENANT'S BROKER:      Mr. Paul Gonzales
                                              Orion Partners, Ltd.

</TABLE>
6258.007/264449.3                       ii                        (Initials)

<PAGE>

<TABLE>
<CAPTION>
<S>                         <C>               <C>             <C>  <C>
                            ATTACHMENTS:      Exhibit A       -    Floor Plan
                                              Exhibit B       -    Operating Expenses and Taxes
                                              Exhibit C       -    Rules and Regulations
                                              Exhibit D       -    Tenant Improvements
                                              Rider           -    Option to Extend
</TABLE>






















6258.007/264449.3                       iii                       ( Initials )

<PAGE>


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>   <C>                                                                                                         <C>
1.    PARTIES.....................................................................................................1
2.    PREMISES....................................................................................................1
3.    TERM........................................................................................................1
4.    DELIVERY OF POSSESSION......................................................................................1
5.    RENT........................................................................................................2
6.    USE.........................................................................................................3
7.    ESCALATION..................................................................................................4
8.    RULES AND REGULATIONS.......................................................................................5
9.    ASSIGNMENT AND SUBLETTING...................................................................................5
10.      LIABILITY OF LANDLORD....................................................................................7
11.      MAINTENANCE AND REPAIRS..................................................................................7
12.      SERVICES.................................................................................................8
13.      ALTERATIONS..............................................................................................9
14.      INDEMNIFICATION, EXCULPATION AND INSURANCE..............................................................10
15.      DESTRUCTION.............................................................................................11
16.      ENTRY...................................................................................................11
17.      EVENTS OF DEFAULT.......................................................................................12
18.      TERMINATION UPON DEFAULT................................................................................12
19.      CONTINUATION AFTER DEFAULT..............................................................................12
20.      OTHER RELIEF............................................................................................13
21.      LANDLORD'S RIGHT TO CURE DEFAULT........................................................................13
22.      ATTORNEYS' FEES.........................................................................................13
23.      NO WAIVER...............................................................................................13
24.      NOTICES.................................................................................................13
25.      EMINENT DOMAIN..........................................................................................14
26.      LATE CHARGE.............................................................................................14
27.      SECURITY DEPOSIT........................................................................................14
28.      RELOCATION..............................................................................................15
29.      ESTOPPEL CERTIFICATE....................................................................................15
30.      SURRENDER...............................................................................................15
31.      HOLDING OVER............................................................................................15
32.      FLOOR LOAD, NOISE AND SIGNAGE...........................................................................15
33.      SUBORDINATION...........................................................................................16
34.      INABILITY TO PERFORM....................................................................................16
35.      CORPORATE AUTHORITY.....................................................................................16
36.      MISCELLANEOUS...........................................................................................16
37.      BROKER..................................................................................................17
38.      NO OFFER................................................................................................17
</TABLE>


6258.007/264449.3                      iv                        (Initials)

<PAGE>



1.   PARTIES.

     THIS LEASE  (this  "Lease") is made this ___ day of August,  2002,  between
SANTA ROSA NORTHPOINT  ASSOCIATES,  LLC, a California  limited liability company
("Landlord"),  and  NATIONAL  BANK  OF  THE  REDWOODS,  a  National  Association
("Tenant").

2.   PREMISES.

     (a) Landlord does hereby lease to Tenant, and Tenant does hereby lease from
Landlord,  for the term and subject to the covenants and conditions  hereinafter
set forth,  to all of which  Landlord and Tenant agree,  those certain  premises
("Premises")  identified  in the Basic  Lease  Information,  and located in that
certain  building  owned by  Landlord  ("Building")  located at 2170  Northpoint
Parkway,  Santa Rosa,  California.  The Premises are as shown  cross-hatched  on
Exhibit "A" attached to this Lease and hereby made a part  hereof.  The Building
is located within a larger commercial  development that is owned by Landlord and
operated as an integrated  project,  and that is commonly  known as  "Northpoint
Commerce  Center" (the  "Project").  Subject to the terms of this Lease,  Tenant
shall have the right to use, in common with  others,  the  roadways,  sidewalks,
parking  areas and other open areas  designated  by  Landlord  for common use by
tenants of the Project (the "Common Areas").  The exterior walls of the Building
and any space in the Premises used for shafts, stacks, pipes,  conduits,  ducts,
electric or other utilities,  or other Building facilities,  and the use thereof
and  access  thereto  through  the  Premises  for  the  purposes  of  operation,
maintenance and repairs, are reserved to Landlord.


     (b) The  rentable  square  footage of the  Premises  set forth in the Basic
Lease  Information has been determined in accordance with BOMA's Standard Method
of Measuring Floor Area in Office Buildings (ANSI/BOMA Z.65.1-1996), as modified
by  Landlord  for  uniform  use in the  Building.  The  square  footage  figures
contained in this Lease shall be final and binding on the parties.

3.   TERM.

     (a) The term of this  Lease  ("Term")  shall be for  approximately  six (6)
years.  The Term shall  commence on the earlier of (i) the date Tenant  occupies
the Premises,  or (ii) the later of (A) the Scheduled  Commencement Date, or (B)
if Landlord is constructing any improvements in and to the Premises prior to the
Scheduled  Commencement Date in accordance with the terms of this Lease, on such
date as such  improvements  are  substantially  complete  (subject to  punchlist
items), and shall end on the Expiration Date.

     (b) If the Premises are  substantially  complete and ready for occupancy by
Tenant prior to the  Scheduled  Commencement  Date,  Tenant may,  with the prior
written  approval of  Landlord,  accept  delivery of the Premises and take early
occupancy thereof prior to the Scheduled  Commencement Date and the Term of this
Lease shall thereupon  commence  effective as of the date of occupancy by Tenant
of the Premises.

     (c) The "Commencement Date" shall be the actual date the Term of this Lease
commences in accordance  with this  Paragraph 3. Landlord and Tenant each shall,
promptly after the Commencement Date has been determined, execute and deliver to
the other a written  acknowledgment  of the Commencement Date of this Lease, but
the Term of this Lease shall  commence on the  Commencement  Date and end on the
Expiration Date whether or not such acknowledgment is executed.

     (d)  Notwithstanding  the Expiration  Date,  Tenant shall have the right to
terminate this Lease  effective as of the  expiration of the 3-Year  Anniversary
(as  defined  in the Basic  Lease  Information)  upon not less than one  hundred
eighty (180) days' prior written notice to Landlord ("Tenant's Early Termination
Notice"),  and by paying to Landlord  concurrently with the delivery of Tenant's
Early  termination  Notice an amount  equal to  Sixty-Five  Thousand Six Hundred
Forty-Five and 00/100 Dollars  ($65,645.00)  (i.e.,  two (2) months' Base Rent).
Tenant's  right under this  Paragraph  3(d) to terminate this Lease prior to the
Expiration Date shall, at Landlord's election, be deemed null and void if Tenant
is in  default  under  the  terms and  conditions  of this  Lease at the date of
Tenant's notice or on the effective date of such termination.

4. DELIVERY OF POSSESSION.

     (a) In the event of the inability of Landlord to deliver  possession of the
Premises  to  Tenant  by  the  Scheduled   Commencement  Date,  for  any  reason
whatsoever,  neither  Landlord  nor its  agents  shall be liable for any loss or
damage caused thereby, nor shall this Lease thereby become

6258.007/264449.3                     1                           (Initials)
<PAGE>


void or voidable,  nor shall the Term be in any way extended, but in such event,
except  for  delays  attributable  to Tenant  Delays (as that term is defined in
Exhibit D to this Lease), Tenant shall not be liable for any rent for the period
between the Scheduled Commencement Date and the Commencement Date.

     (b) Except for the Tenant  Improvements  described in Paragraph 4(c) below,
Landlord  shall deliver  possession of the Premises to Tenant,  and Tenant shall
accept  the  same,  in its "AS IS"  condition.  Tenant  agrees  that,  except as
provided in Paragraph  4(c) below,  Landlord has no  obligation  and has made no
promise to alter,  remodel,  improve, or repair the Premises or any part thereof
or to  repair,  bring into  compliance  with  applicable  laws,  or improve  any
condition  existing in the Premises as of the Commencement  Date.  Tenant agrees
that  neither  Landlord nor any of  Landlord's  employees or agents has made any
representation  or  warranty  as to the  present  or future  suitability  of the
Premises  for the conduct of Tenant's  business  therein.  Any  improvements  or
personal   property   located  in  the  Premises  are   delivered   without  any
representation  or warranty from  Landlord,  either  express or implied,  of any
kind, including merchantability or suitability for a particular purpose.

     (c)  Landlord  shall  construct  and  install  in the  Premises  the Tenant
Improvements provided in, and in accordance with, Exhibit "D".

5.   RENT.

     (a) Tenant  shall pay to  Landlord  the  following  amounts as rent for the
Premises:

          (i) During the Term,  Tenant  shall pay to  Landlord,  as base monthly
     rent, the  respective  amounts of monthly rent specified in the Basic Lease
     Information (the "Base Rent").  If the Commencement  Date should occur on a
     day other than the first day of a calendar month, or if the Expiration Date
     should occur on a day other than the last day of a calendar month, then the
     Base Rent for such  fractional  month shall be prorated  upon a daily basis
     based upon a thirty (30) day month.  Base Rent is due and payable  monthly,
     in advance,  on the first day of each calendar month, except that Base Rent
     for the first full calendar  month of the Term (the "First Month") shall be
     paid upon execution of this Lease. If the Commencement Date occurs on a day
     other than the first day of a calendar month, Base Rent for the period from
     the  Commencement  Date through the end of said calendar month shall be due
     and  payable  on the  Commencement  Date,  and the Base Rent  payable  upon
     execution of this Lease shall be credited against the Base Rent due for the
     First  Month  as of  the  first  day of the  First  Month.  Notwithstanding
     anything in the foregoing to the contrary,  (i) if the Commencement Date is
     delayed  beyond the Scheduled  Commencement  Date as a result of any Tenant
     Delays (as that term is defined in Exhibit D hereto),  the  commencement of
     Base  Rent  shall  be  determined  by  Landlord   based  on  the  date  the
     Commencement   Date  would  have   occurred  but  for  the  days  of  delay
     attributable to Tenant Delays;  and (ii) if the Premises are  substantially
     complete  and  ready  for  occupancy  by  Tenant  prior  to  the  Scheduled
     Commencement  Date,  and  Tenant  elects to accept  the early  delivery  of
     possession  of the  Premises,  no Base Rent shall be charged  for any early
     occupancy of the Premises,  provided that such early occupancy commences no
     earlier than January 15, 2003.

          (ii)  During  each  calendar  year or part  thereof  during  the  Term
     subsequent  to  the  Base  Expense  Year   specified  in  the  Basic  Lease
     Information  (the "Base Expense  Year"),  Tenant shall pay to Landlord,  as
     additional monthly rent,  Tenant's  Percentage Share (as defined in Exhibit
     "B" hereto) of the total dollar increase, if any, in all Operating Expenses
     (as hereinafter defined) paid or incurred by Landlord in such calendar year
     or part thereof over Operating Expenses paid or incurred by Landlord in the
     Base  Expense  Year.  No  offset  shall be given  for  decreases  in either
     Operating  Expenses or Property  Taxes against the other,  and increases in
     each  of  Operating   Expenses  and  Property  Taxes  shall  be  determined
     separately.  Payments on account of Tenant's  Percentage Share of Operating
     Expenses, determined in accordance with Paragraph 7(a), are due and payable
     monthly together with the payment of Base Rent.

          (iii)  During each tax year (July 1 through  June 30) or part  thereof
     during the Term of this Lease  subsequent to the tax year ending on June 30
     of the calendar year  specified in the Basic Lease  Information  (the "Base
     Tax Year"),  Tenant  shall pay to Landlord,  as  additional  monthly  rent,
     Tenant's  Percentage  Share of the total  dollar  increase,  if any, in all
     Property  Taxes (as  defined in Exhibit  "B"  hereto)  paid or  incurred by
     Landlord in such tax year or part thereof  over the Property  Taxes paid or
     incurred by Landlord in the Base Tax Year.  Payments on account of Tenant's
     Percentage Share of Property Taxes, determined in accordance with Paragraph
     7(a), are due and payable monthly together with the payment of Base Rent.

6258.007/264449.3                     2                           (Initials)
<PAGE>


     (b)  Throughout the Term,  Tenant shall pay, as additional  rent, all other
amounts of money and  charges  required  to be paid by Tenant  under this Lease,
whether  or not such  amounts  of money or charges  are  designated  "additional
rent." As used in this  Lease,  "rent"  shall  mean and  include  all Base Rent,
additional monthly rent as described in Paragraphs 5(a)(ii) and (iii) above, and
any other additional rent payable by Tenant in accordance with this Lease.

     (c) Rent shall be paid in lawful  money of the United  States of America at
the office of Landlord,  Department  00097,  P.O. Box 39000,  San Francisco,  CA
94139-0097,  or at such other  place as  Landlord  may  designate  in writing in
advance, free from all claims, demands, or set-offs against Landlord of any kind
or character whatsoever.

6.   USE.

     (a) The Premises  shall only be used for the permitted use specified in the
Basic Lease  Information,  except as limited by Paragraph 6(b), and,  subject to
the terms of this Lease, uses incidental thereto, and shall be used for no other
purpose  without the prior  written  consent of Landlord.  Subject to compliance
with the  terms of this  Lease and the rules  and  regulations  of the  Project,
Tenant shall have reasonable  access to the Premises seven (7) days per week, on
a 24-hour  per day  basis.  Notwithstanding  anything  in the  foregoing  to the
contrary,  in the case of public  unrest,  a general state of emergency or other
circumstances  rendering such action advisable in Landlord's  opinion,  Landlord
reserves the right to prevent access to the Building  during the  continuance of
the same by such  action as Landlord  may deem  appropriate,  including  closing
and/or locking  doors.  Tenant  acknowledges  that Landlord does not provide any
access control or access  monitoring or screening  services at the Project,  and
that  responsibility  for  developing  access  control and  employee and visitor
screening  procedures and policies is allocated solely to Tenant.  Landlord will
not  unreasonably  withhold  its  consent to any  Premises  access  control  and
monitoring  equipment  that Tenant wishes to install in the  Premises,  provided
that the same shall be deemed an Alteration for purposes of Paragraph 13 hereof.

     (b)  Tenant  may not use any  part or all of the  Premises  for any  retail
operations;  a  medical  or  dental  office;  an  office  providing  any type of
psychological,  parole, drug or employment counseling; telemarketing operations;
consulate,  foreign  mission or trade office;  government  or regulatory  agency
office;  educational institution with classrooms, or similar uses. Solicitations
or promotions by Tenant to other tenants in the Project are  prohibited.  Tenant
shall in no way  obstruct or interfere  with the rights of other  tenants of the
Project,  or injure or annoy them,  or use, or allow the Premises to be used for
any  unlawful  or  objectionable  purpose.  Tenant  shall  not use or place  any
equipment in the Premises that generates  noise that can be heard outside of the
Premises.

     (c) Tenant shall not use the  Premises or permit  anything to be done in or
about the  Premises  which will in any way  conflict  with any present or future
law, statute,  ordinance, code, rule regulation,  requirement,  license, permit,
certificate,  judgment,  decree,  order or  direction  of any  present or future
governmental or quasi-governmental  authority, agency, department,  board, panel
or court  (singularly and  collectively  "Laws").  Tenant shall, at its expense,
promptly  comply  with all Laws  (including,  without  limitation,  the  Federal
Americans with  Disabilities Act (as it affects Tenant's  operations  within the
Premises) and any Hazardous  Materials Laws (as hereinafter  defined),  and with
the  requirements  of any board of fire insurance  underwriters or other similar
bodies now or hereafter constituted, relating to or affecting the condition, use
or  occupancy  of the  Premises.  It is the intent of the parties to allocate to
Tenant the cost of  compliance  of any and all Laws,  regardless of the existing
condition of the Premises,  the cost of compliance or the  foreseeability of the
enactment  or  application  of the  Laws to the  Premises.  Notwithstanding  the
foregoing,  Tenant  shall not be  required  to make  structural  changes  to the
Premises or modify the outside path of travel to the Building  unless they arise
or are required  because of or in connection  with Tenant's  specific use of the
Premises,  or the type of  business  conducted  by  Tenant in the  Premises,  or
Tenant's  Alterations,  or Tenant's acts or  omissions.  Tenant shall obtain and
maintain in effect  during the Term all  licenses  and permits  required for the
proper and lawful conduct of Tenant's business in the Premises, and shall at all
times comply with such licenses and permits.

     (d) Supplementing the provisions of Paragraph 6(c) above,  Tenant shall not
use the Premises in violation of any federal, state, or local law, ordinance, or
regulation relating to the environment, health, or safety. Tenant shall not use,
generate,  manufacture  or store in or about the  Premises  or the  Building  or
transport  to or from the Premises or the  Building  any  flammable  explosives,
radioactive  materials,  hazardous materials,  hazardous wastes,  asbestos,  PCB
transformers,  toxic substances or related  materials  (collectively  "Hazardous
Materials"),  other than the use and storage in the Premises of small quantities
of such  substances  when found in commonly  used  household  cleansers,  office
supplies and general office  equipment,  and any such substances

6258.007/264449.3                     3                           (Initials)


<PAGE>

shall be used,  kept,  stored  and  disposed  of in strict  accordance  with all
applicable federal,  state and local laws now in force or which may hereafter be
in force  relating to the  protection  of human health or the  environment  from
Hazardous  Materials,   including  all  requirements  pertaining  to  reporting,
licensing,  permitting,  investigation and remediation of emissions, discharges,
storage,  disposal or  releases  of  Hazardous  Materials  and all  requirements
pertaining to the protection of the health and safety of employees or the public
with respect to Hazardous Materials (collectively,  "Hazardous Materials Laws").
Hazardous  Materials shall include,  without  limitation,  substances defined as
"hazardous  substances",  hazardous  materials",  toxic  substances",  hazardous
waste" or "waste" in the Comprehensive Environmental Response,  Compensation and
Liability Act of 1980, as amended,  42 U.S.C.  Sec. 9601 et seq.;  the Hazardous
Materials  Transportation  Act,  49  U.S.C.  Sec.  1801 et  seq.;  the  Resource
Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et seq.; and those substances
defined as "hazardous wastes" in Section 25117 of the California Health & Safety
Code or as "hazardous  substances"  in  subdivision  (f) of Section  25281,  and
Section  25316,  of the  California  Health & Safety  Code;  and any  "waste" as
defined  in  subdivision  (d) of  Section  13050 of the Water  Code;  and in the
regulations  adopted  and  publications  promulgated  pursuant  to  any  of  the
aforementioned said laws; and in any revised or successor code thereto;  and any
other  chemical,   material  or  substance  at  levels  for  which  exposure  is
prohibited, limited or regulated by any governmental authority.

     (e)  Tenant  shall  have  the  right to use  seventy  (70)  parking  stalls
(including  the one  (1)  parking  stall  dedicated  to  Tenant's  Generator  as
described in Paragraph 13) within the parking  facilities located on the Project
(the "Parking  Facilities").  Said parking  stalls shall be on a  non-exclusive,
non-reserved  basis.  Tenant may use the Parking Facilities only for the parking
of automobiles used by Tenant's employees while the employees are working in the
Premises  and for use by Tenant's  licensees  and  invitees  while  visiting the
Premises. No parking spaces shall be assigned or reserved, and all parking shall
be as on a first come, first served basis; provided,  however, Landlord reserves
the  right,  at any time,  to limit the use of the  Parking  Facilities  by each
tenant of the  Project to a pro-rata  share of the number of  available  parking
space (after setting aside a reasonable  number for visitors,  vendors and other
invitees) based on Tenant's  Percentage Share. The use of the Parking Facilities
shall be governed by such parking rules and  regulations  in effect from time to
time as adopted by  Landlord.  Landlord  reserves  the right to engage a parking
operator  to  manage  and  operate  the  Parking  Facilities,  and  Landlord  or
Landlord's  parking operator may impose uniform,  market-based,  parking charges
for the use of the Parking Facilities;  provided,  however, throughout the Term,
no  parking  charges or fees  shall be  chargeable  to Tenant for the use of the
Parking  Facilities  by  Tenant's  employees.  Landlord  reserves  the  right to
restripe and increase or decrease the total number of parking  spaces  available
for  use.  Neither  Landlord  nor  any  of  Landlord's   employees,   agents  or
representatives  (other  than  the  parking  operator,  if any)  shall  have any
liability or  responsibility to Tenant or any other party parking in the Parking
Facilities  for any loss or damage that may be occasioned by or may arise out of
such  parking,  including,  without  limitation,  loss of  property or damage to
person or property from any cause  whatsoever,  other than to the extent arising
solely from the gross negligence or willful  misconduct of Landlord.  Tenant, in
consideration of the parking  privileges hereby conferred on Tenant waives,  any
and all claims and liabilities against Landlord and any of Landlord's employees,
agents and  representative,  by reason of occurrences in the Parking  Facilities
and the driveway access and entrances thereto.

7.   ESCALATION.

     The  additional  monthly  rent payable  pursuant to Paragraph  5(a)(ii) and
(iii) hereof  shall be  calculated  and paid in  accordance  with the  following
procedures:

     (a) On or before  the  first  day of each  calendar  year  during  the Term
subsequent  to the Base Expense  Year,  or as soon  thereafter  as  practicable,
Landlord shall give Tenant written notice of Landlord's  reasonable  estimate of
the amounts payable by Tenant under Paragraphs 5(a)(ii) and (iii) hereof for the
ensuing  calendar  year.  On or before the first day of each month  during  such
ensuing  calendar  year,  Tenant  shall  pay to  Landlord  one-twelfth  of  such
estimated  amounts.  If such notice is not given for any calendar  year,  Tenant
shall continue to pay on the basis of the prior year's  estimate until the month
after such notice is given, and subsequent  payments by Tenant shall be based on
Landlord's current estimate,  adjusted,  as determined by Landlord,  so that the
subsequent monthly  installments  payable by Tenant hereunder through the end of
the calendar  year  reimburse  Landlord for all amounts  payable by Tenant under
Paragraphs 5(a)(ii) and (iii) hereof. If at any time it appears to Landlord that
the amounts payable under  Paragraphs  5(a)(ii) and (iii) hereof for the current
calendar  year will vary  from  Landlord's  estimate,  Landlord  may,  by giving
written  notice  to  Tenant,  revise  Landlord's  estimate  for such  year,  and
subsequent  payments  by  Tenant  for such year  shall be based on such  revised
estimate.


6258.007/264449.3                     4                           (Initials)

<PAGE>

     (b) Within one  hundred  twenty  (120) days after the end of each  calendar
year  subsequent to the Base Expense  Year, or as soon  thereafter as reasonably
possible,  Landlord shall give Tenant a written statement  certified by Landlord
of the amounts  payable  under  Paragraphs  5(a)(ii)  and (iii)  hereof for such
calendar  year. If such  statement  shows an amount owing by Tenant that is less
than the estimated  payments for such calendar year  previously  made by Tenant,
Landlord  shall refund the excess to Tenant  within thirty (30) days of the date
of such  statement.  If such  statement  shows an amount owing by Tenant that is
more than the  estimated  payments for such  calendar  year  previously  made by
Tenant,  Tenant shall pay the  deficiency  to Landlord  within  thirty (30) days
after  delivery  of such  statement.  Failure by  Landlord to give any notice or
statement to Tenant under this Paragraph 7 shall not waive  Landlord's  right to
receive,  or Tenant's  obligation  to pay,  the amounts  payable by Tenant under
Paragraphs 5(a)(ii) and (iii) hereof.

     (c) If the Term ends on a day other than the last day of a  calendar  year,
the  amounts  payable  by Tenant  under  Paragraphs  5(a)(ii)  and (iii)  hereof
applicable  to the  calendar  year in which  such  Term ends  shall be  prorated
according  to the ratio  which the number of days in such  calendar  year to and
including the end of the Term bears to three hundred sixty (360). Termination of
this Lease shall not affect the  obligation of Tenant  pursuant to Paragraph (b)
hereof to be performed after such termination.

     (d) Tenant or Tenant's  authorized agent or  representative  shall have the
right, at its sole cost and expense,  to inspect the books of Landlord  directly
relating to Operating Expenses and Property Taxes, after giving reasonable prior
written  notice to  Landlord,  within  ninety  (90) days  following  receipt  of
Landlord's  statement,  and during the business  hours of Landlord at Landlord's
office in the Building or at such other location as Landlord may designate,  for
the purpose of verifying the information in such statement. Landlord's statement
shall be deemed final and binding on Tenant, absent such a request by Tenant. If
Tenant shall have availed  itself of its right to inspect the books and records,
and whether or not Tenant  disputes the accuracy of the information set forth in
such books and records,  Tenant shall  nevertheless  pay the amount set forth in
Landlord's  statement and continue to pay the amounts required by the provisions
of  Paragraph  7(b),  pending  resolution  of said  dispute.  Any default in the
payment  of such  charges  by Tenant  shall be deemed  an Event of  Default  (as
hereinafter defined) under this Lease. Landlord's retention policy for books and
records  relating to  Operating  Expenses  shall  provide for the  retention  of
relevant  books and records for such  periods  that are not less than the period
maintained  by Landlord  for the  retention  of books and records for income tax
audit purposes.

8.   RULES AND REGULATIONS.

     Tenant shall  faithfully  observe and comply with the Rules and Regulations
attached  to this Lease as Exhibit  "C" and made a part  hereof,  and such other
reasonable rules and regulations as Landlord may from time to time adopt for the
safety,  care and  cleanliness of the Project,  the facilities  thereof,  or the
preservation of good order therein (collectively, the "Project Rules"). Landlord
reserves  the  right  from  time to  time in its  sole  discretion  to make  all
reasonable  additions and  modifications to the Project Rules. Any additions and
modifications  to the Project Rules shall be binding on Tenant when delivered to
Tenant. Landlord shall not be liable to Tenant for violation of any such Project
Rules, or for the breach of any covenant or condition in any lease, by any other
tenant in the Building.  In the event of any conflict between this Lease and the
Rules  and  Regulations,  the  terms of this  Lease  shall  govern.  A waiver by
Landlord of any rule or regulation for any other tenant shall not constitute nor
be deemed a waiver of the rule or regulation for Tenant.

9.   ASSIGNMENT AND SUBLETTING.

     (a) Tenant will not  assign,  mortgage or  hypothecate  this Lease,  or any
interest  therein,  or permit the use of the  Premises  by any person or persons
other than Tenant,  or sublet the  Premises,  or any part  thereof,  without the
prior written consent of Landlord, which consent, subject to Landlord's right of
termination in accordance  with Paragraph 9(b) below,  shall not be unreasonably
withheld.  For purposes of this Paragraph 9, an assignment  shall not include an
assignment for security  purposes,  which shall only be permitted with the prior
consent of Landlord in its sole and absolute discretion. Landlord shall have the
right to require a Security  Deposit from any assignee of Tenant.  Such Security
Deposit shall be subject to the terms of Paragraph 27 of this Lease.  Consent to
any such  assignment or sublease  shall not operate as a waiver of the necessity
for consent to any  subsequent  assignment  or  sublease,  and the terms of such
consent shall be binding upon any person holding by, under or through Tenant.

     (b) If Tenant  desires to assign its  interest in this Lease or to sublease
all or any part of the  Premises,  Tenant  shall  notify  Landlord in writing at
least thirty (30) days in advance of the


6258.007/264449.3                     5                           (Initials)

<PAGE>

proposed  transaction.  This  notice  shall be  accompanied  by: (i) a statement
setting forth the name and business of the proposed assignee or subtenant;  (ii)
a copy of the  proposed  form of  assignment  or  sublease  (and any  collateral
agreements) setting forth all of the material terms and the financial details of
the sublease or assignment  (including,  without limitation,  the term, the rent
and any security deposit, "key money," and amounts payable for Tenant's Property
and the common use of any personnel or equipment);  (iii)  financial  statements
and other information requested by Landlord relating to the proposed assignee or
subtenant;  and (iv) any other information concerning the proposed assignment or
sublease  which Landlord may reasonably  request.  If Tenant  proposes to assign
this Lease or sublet all or  substantially  all of the Premises,  Landlord shall
have the right, in its sole and absolute discretion,  to terminate this Lease on
written  notice to Tenant  within  thirty  (30) days after  receipt of  Tenant's
notice and the  information  described  above or the  receipt of any  additional
information  requested by Landlord.  If Landlord elects to terminate this Lease,
this Lease shall  terminate as of the effective date of the proposed  assignment
or  commencement  of the term of the proposed  sublease as set forth in Tenant's
notice,  and Landlord  shall have the right (but no  obligation) to enter into a
direct lease with the proposed  assignee or  subtenant.  Tenant may withdraw its
request  for  Landlord's  consent at any time prior to, but not after,  Landlord
delivers a written notice of termination.

     (c) If Landlord  elects not to terminate  this Lease  pursuant to Paragraph
9(b) above, or if a proposed sublease is for less than  substantially all of the
Premises,  Landlord shall not unreasonably withhold its consent to an assignment
or subletting. Tenant agrees that the withholding of Landlord's consent shall be
deemed reasonable if all of the following conditions are not satisfied:

          (i) The proposed assignee or subtenant shall use the Premises only for
the Permitted Use provided in the Basic Lease  Information,  and the business of
the proposed  assignee or subtenant  is  consistent  with the other uses and the
standards of the Project, in Landlord's reasonable judgment.

          (ii) The proposed  assignee or  subtenant  is reputable  and has a net
worth not less than the net worth of Tenant on the execution of this Lease,  has
a credit rating reasonably acceptable to Landlord,  and otherwise has sufficient
financial capabilities to perform all of its obligations under this Lease or the
proposed sublease, in Landlord's reasonable judgment.

          (iii)  Neither the proposed  assignee or  subtenant  nor any person or
entity that  directly or  indirectly  controls,  is  controlled  by, or is under
common control with, the proposed  assignee or subtenant is a party  (including,
without  limitation,  an existing  occupant of any part of the Building) to whom
Landlord has,  during the six (6) month period prior to the delivery of Tenant's
written  notice,  marketed  space in the Project that would  generally  fit such
party's leasing requirements.

          (iv) Tenant is not in default and has not committed  acts or omissions
that with the running of time or the giving of notice or both would constitute a
default under this Lease.

          (v) All of the other terms of this Paragraph 9 are complied with.

The conditions  described above are not exclusive and shall not limit or prevent
Landlord  from  considering  additional  factors  in  determining  if it  should
reasonably withhold its consent.

     (d) Each permitted assignee,  transferee or subtenant, other than Landlord,
shall  assume and be deemed to have  assumed  this Lease and shall be and remain
liable jointly and severally with Tenant for the payment of the rent and for the
due performance or satisfaction of all of the provision,  covenants,  conditions
and agreements  herein  contained on Tenant's part to be performed or satisfied.
Regardless of Landlord's  consent,  no subletting or assignment shall release or
alter Tenant's  obligation or primary  liability to pay the rent and perform all
other obligations under this Lease. No permitted assignment or sublease shall be
binding on Landlord  unless such assignee,  subtenant or Tenant shall deliver to
Landlord a counterpart of such  assignment or sublease which contains a covenant
of assumption  by the assignee or  subtenant,  but the failure or refusal of the
assignee or subtenant to execute such instrument of assumption shall not release
or discharge the assignee or subtenant from its liability as set forth above.

     (e) If Tenant is a  partnership,  a transfer of the interest of any general
partner,   a  withdrawal  of  one  (1)  or  more  general  partner(s)  from  the
partnership,  or the  dissolution of the  partnership,  shall be deemed to be an
assignment of this Lease.  If Tenant is currently a partnership  (either general
or limited),  joint venture,  co-tenancy,  joint tenancy or an  individual,  the
conversion  of the  Tenant  entity  or  person  into  any type of  entity  which
possesses the  characteristics  of limited  liability such as, by way of example
only, a corporation, a limited liability company, limited liability


6258.007/264449.3                     6                           (Initials)

<PAGE>

partnership,  or  limited  liability  limited  partnership,  shall be  deemed an
assignment  for purposes of this Lease.  If Tenant is a  corporation  or limited
liability  company,  unless  Tenant is a public  corporation,  that is to say, a
corporation whose stock is regularly traded on a national stock exchange,  or is
regularly  traded in the  over-the-counter  market  and  quoted on  NASDAQ,  any
merger,  consolidation,  or other reorganization of Tenant, or the sale or other
transfer of any of the voting stock or membership  interests of Tenant in one or
more  transactions  that in the  aggregate  results in a transfer of  forty-five
percent (45%) or more of the voting equity or membership  interest(s) in Tenant,
or the sale or other  transfer  of  substantially  all of the  assets of Tenant,
shall be deemed to be an assignment of this Lease.

     (f) Any notice by Tenant to  Landlord  pursuant  to this  Paragraph  9 of a
proposed  assignment  or  sublease  shall be  accompanied  by a  payment  of One
Thousand  Five  Hundred  Dollars  ($1,500)  as  a  non-refundable  fee  for  the
processing of Tenant's request for Landlord's  consent. In addition to said fee,
Tenant shall  reimburse  Landlord for  reasonable  attorneys'  fees  incurred by
Landlord in  connection  with such review and the  preparation  of  documents in
connection  therewith.  Tenant  shall pay to  Landlord  monthly on or before the
first (1st) of each month fifty percent (50%) of the rent or other consideration
received from such  assignee(s)  or  subtenant(s)  over and above the concurrent
underlying  rent  payable by Tenant to Landlord for that portion of the Premises
being assigned or sublet,  and after deduction for the amortized  portion of the
reasonable  expenses  actually  paid by Tenant to  unrelated  third  parties for
brokerage  commissions,  legal fees,  tenant  improvements  to the Premises,  or
design fees  incurred as a direct  consequence  of the  assignment  or sublease.
Tenant shall furnish  Landlord with a true signed copy of such  assignment(s) or
sublease(s) and any supplementary  agreements or amendments thereto, within five
(5) days after their respective execution.

10.  LIABILITY OF LANDLORD.

     It is  expressly  understood  and agreed that the  obligations  of Landlord
under this Lease shall be binding upon Landlord and its  successors  and assigns
and any future  owner of the  Building  only with  respect  to events  occurring
during its and their respective ownership of the Building.  In addition,  Tenant
agrees to look solely to Landlord's interest in the Building for recovery of any
judgment against Landlord arising in connection with this Lease, it being agreed
that  neither  Landlord  nor any  successor or assign of Landlord nor any future
owner of the Building,  nor any partner,  shareholder,  or officer of any of the
foregoing shall ever be personally liable for any such judgment.

11.  MAINTENANCE AND REPAIRS

     (a) Landlord shall maintain and repair the Project Common Areas,  the roof,
structural  and  exterior  elements  of the  Building  (as an item of  Operating
Expenses,  to the  extent  permitted  by Exhibit  "B"),  and keep such areas and
elements in good order and  condition,  consistent  with the  standards of other
comparable commercial  developments in Santa Rosa, California.  Any damage in or
to any such areas,  elements or systems caused by Tenant or any agent,  officer,
employee,  contractor,  licensee  or  invitee  of Tenant  shall be  repaired  by
Landlord at Tenant's  expense and Tenant shall pay to Landlord,  upon billing by
Landlord, as additional rent, the cost of such repairs incurred by Landlord.

     (b)  Tenant  shall,  at all  times  during  the Term of this  Lease  and at
Tenant's sole cost and expense, maintain the Premises and every part thereof and
all  equipment  (including,  without  limitation,  any  air  conditioning  units
exclusively  serving  Tenant  ("Supplemental   HVAC")),  and  any  fixtures  and
improvements  therein,  and keep all of the  foregoing,  in a clean  and in good
working order and operating condition, ordinary wear and tear and damage thereto
by fire or other casualty  excepted.  All repairs and replacements to be made in
the  Premises or to any  equipment or  improvements  located  therein  which are
herein  allocated  to Tenant to  maintain  (exclusive  of  repairs  to  Tenant's
Property,  as hereinafter  defined) shall be made and performed at Tenant's cost
and  expense  and at such time and in such  manner as  Landlord  may  reasonably
designate,  by contractors or mechanics  reasonably  approved by Landlord and so
that the same shall be at least equal in quality,  value,  character and utility
to the original work or installation  being repaired or replaced.  Tenant hereby
waives all rights  under  California  Civil Code  Section 1941 and all rights to
make  repairs  at the  expense  of  Landlord  or in lieu  thereof  to vacate the
Premises as provided by  California  Civil Code  Section  1942 or any other law,
statute or ordinance now or hereafter in effect. Tenant shall, at the end of the
Term of this Lease,  surrender to Landlord  the  Premises  and all  alterations,
additions, fixtures and improvements therein or thereto in the same condition as
when  received,  ordinary  wear  and tear and  damage  thereto  by fire or other
casualty excepted.



6258.007/264449.3                     7                           (Initials)

<PAGE>

     (c)   Tenant   shall   not   alter,   modify,   add  to  or   disturb   any
telecommunications  wiring or cabling  accessing  the Building  from the minimum
point of entry thereto  located at the Project (the "MPOE")  without  Landlord's
prior written  consent.  Landlord  shall provide and maintain,  at no expense to
Tenant  (other than as an item of Operating  Expenses),  the MPOE location and a
designated path of travel for Tenant's conduits (not to exceed two (2) inches in
diameter) and wiring that provides a continuous  connection  from the MPOE to an
agreed upon point of entry into the  Premises  (or if the  Premises  comprise an
entire  building,   said  building).   Subject  to  such  reasonable  rules  and
regulations as may be adopted by Landlord for uniform application to all tenants
in the Building,  Landlord shall permit Tenant reasonable access to the MPOE for
the purposes permitted hereunder and agrees that Tenant may install,  remove and
maintain in the Premises such voice and data telecommunications  equipment as is
generally  utilized by office tenants and, in connection  therewith,  to connect
the same to the distribution  frames located in the MPOE. Tenant shall be solely
responsible  for any  maintenance  and repair of any and all  telecommunications
cabling and wiring  within or  exclusively  serving the  Premises.  No employee,
agent or  contractor  of Tenant is  permitted to perform any work outside of the
Building  (including,   without  limitation,  any  trenching,   penetrations  or
interconnections)  without the prior written consent of Landlord,  which consent
Landlord  may  withhold in its sole and  absolute  discretion.  Tenant  shall be
liable to Landlord for any damage to the  telecommunications  cabling and wiring
in the Building  and/or the Project due to the act  (negligent  or otherwise) of
Tenant  or any  employee,  agent or  contractor  of  Tenant.  Landlord  makes no
representation  to Tenant  regarding the condition,  security,  availability  or
suitability for Tenant's purposes of existing  intrabuilding  network cabling or
any  telecommunications  services  presently  located  within the Building,  and
Tenant  hereby  waives any claim  against  Landlord  for any damages if Tenant's
telecommunications  services  are in any way  interrupted,  damaged or otherwise
interfered with,  except to the extent caused by the gross negligence or willful
or criminal misconduct of Landlord, its agents or employees; provided that in no
event shall any such interruption,  damage or interference entitle Tenant to any
consequential damages (including damages for loss of business) or relieve Tenant
of any of its obligations under this Lease. Landlord reserves the right to limit
the   number   of  local   exchange   carriers   and   competitive   alternative
telecommunications  providers (collectively "TSPs") having access to the Project
MPOE facility and  infrastructure,  and to charge TSPs for the use of Landlord's
telecommunications MPOE facility and infrastructure.

     (d) Upon the expiration or earlier  termination of this Lease, Tenant shall
remove, at its sole cost and expense, all telecommunications  lines, cabling and
conduit  installed by or for the account of Tenant,  and  designated by Landlord
for removal,  and Tenant shall  restore the Premises  and/or the Building to its
condition prior to the installation of such  telecommunications  lines,  cabling
and conduit.

12.  SERVICES.

     (a)  Landlord  agrees to furnish to the  Premises at all times  (subject to
interruption  as  provided in this Lease and the terms of  Paragraph  34 hereof)
access to  electricity  for  lighting  and the  operation  of  equipment  of low
electrical  consumption,  and to water, and to provide heating,  ventilating and
air  conditioning  (said  heating,  ventilating  and  air  conditioning  in  the
customary  periods of the year) during the customary hours,  i.e.  Monday-Friday
from 7:00 a.m. to 6:00 p.m.) as may be required for the  comfortable  occupation
of the Premises. In the event Tenant requests heating and air conditioning after
6:00 p.m. or before 7:00 a.m.,  Monday through Friday, or anytime on Saturday or
Sunday,  Tenant shall pay to Landlord an  "after-hours"  charge for such heating
and air conditioning, based on the uniform charge then maintained by Landlord at
the Project.  Without  limiting the  generality  of the  foregoing,  any charges
associated with the  "after-hours"  use and operation of the  Supplemental  HVAC
Unit  installed by Landlord in accordance  with Exhibit D to this Lease shall be
charged to Tenant as additional  rent  pursuant to the terms of this  Paragraph.
Tenant shall pay all costs caused by Tenant introducing  excessive pollutants or
solids other than ordinary human waste into the sanitary sewer system.

     (b) Landlord will provide daily (Monday through Friday, excluding customary
holidays) janitorial services, limited to emptying and removal of general office
refuse,  light  vacuuming,  as needed,  and  window  washing  as  determined  by
Landlord.

     (c) Tenant  agrees that Landlord is not liable to Tenant in any respect for
damages to either person, property or business on account of any interruption or
failure of utilities or services furnished to the Premises. No such interruption
may be construed as an eviction of Tenant or entitle Tenant to (i) any abatement
of rent,  (ii)  terminate this Lease,  or (iii) be relieved from  fulfilling any
covenant or agreement  contained herein.  Tenant hereby waives the provisions of
California Civil Code Section 1932(1) or any other applicable existing or future
law.



6258.007/264449.3                     8                           (Initials)

<PAGE>

13. ALTERATIONS

     (a)  Tenant   shall  make  no   alterations,   improvements   or  additions
(individually and collectively, "Alterations") in or to the Premises or any part
thereof  without giving  Landlord prior notice of the proposed  Alterations  and
obtaining  Landlord's  prior written consent thereto,  which consent,  except as
hereinafter provided,  shall not be unreasonably withheld or delayed;  provided,
however,  Landlord  may  withhold  its  consent  in its sole  discretion  if any
proposed  Alterations  would adversely affect any of the structural  elements of
the Building, the Building's electrical, plumbing, heating,  telecommunications,
mechanical or life safety systems. Tenant shall have the right, at its sole cost
and expense, to install a portable backup generator ("Tenant's  Generator") in a
location  outside of the  Building  and  occupying  no more than one (1) parking
stall,  which location shall be approved in advance by Landlord.  Subject to the
foregoing,  Tenant's  installation of Tenant's  Generator shall be considered an
"Alteration" for purposes of this Paragraph 13 and shall be subject to the terms
and  conditions  of this  Paragraph  13.  Any and all  work by  Tenant  shall be
performed  only by  contractors  approved in advance by Landlord  and,  upon the
approval by Landlord of fully detailed and dimensioned plans and  specifications
pertaining  to the work in question,  to be prepared and  submitted by Tenant at
its sole  cost and  expense.  The  contractor  or person  selected  to make such
Alterations shall at all times be subject to Landlord's  administrative control.
Upon substantial completion of any Alterations, Tenant shall deliver to Landlord
three (3) sets of "as built" plans covering said  Alterations  and a copy of the
final  building  permit for the work signed off as  approved by the  appropriate
building  inspector.  Tenant shall deliver to Landlord  evidence that Tenant has
procured  or  caused  procurement  of a  completion  bond  equal to one  hundred
twenty-five  percent  (125%)  of the  cost of any  work  to be  done  by  Tenant
exceeding Seventy-Five Thousand Dollars ($75,000).

     (b)  Tenant  shall  at its sole  cost  and  expense  obtain  all  necessary
approvals and permits pertaining to any Alterations. Tenant shall be responsible
for any additional  Alterations and  improvements  required by law to be made by
Landlord to or in the  Building as a result of any  Alterations  to the Premises
made by or for Tenant. All Alterations and fixtures (other than trade fixtures),
including,  but not  limited  to  carpeting,  other  floor  coverings,  built-in
shelving,  paneling and built-in security systems  (excluding any leased system)
made in or upon the Premises either by or for Tenant and affixed to or forming a
part of the Premises,  shall  immediately upon  installation  become  Landlord's
property free and clear of all liens and encumbrances.  If requested by Landlord
at the time  Landlord  approves  of the  installation  or  construction  of said
Alteration,  upon the expiration or any sooner termination of this Lease, Tenant
shall remove or cause to be removed at its expense any and all Alterations  made
in or upon the  Premises  during  the Term of this Lease by or for  Tenant.  All
damage to the Premises or the Building  caused by such removal shall be repaired
by Tenant at its sole cost and expense prior to the termination of this Lease.

     (c) Tenant shall keep the Premises and the Project free from any mechanics'
liens,  vendors  liens or any other  liens  arising  out of any work  performed,
materials  furnished or  obligations  incurred by Tenant,  and agrees to defend,
indemnify and hold harmless  Landlord from and against any such lien or claim or
action  thereon,  together  with costs of suit and  reasonable  attorneys'  fees
incurred  by  Landlord  in  connection  with any such  claim or  action.  Before
commencing  any  work or any  Alteration  to the  Premises,  Tenant  shall  give
Landlord  at least  ten (10)  business  days'  written  notice  of the  proposed
commencement  of work (to afford  Landlord an  opportunity  to post  appropriate
notices  of  non-responsibility).  In the event  that  there  shall be  recorded
against the Premises, or the Building or the property of which the Premises is a
part  any  claim  or lien  arising  out of any such  work  performed,  materials
furnished or obligations  incurred by Tenant and such claim or lien shall not be
removed,  bonded over or  discharged  by Tenant  within ten (10) days of written
notice from  Landlord,  Landlord  shall have the right but not the obligation to
pay and discharge said lien by bond or otherwise  without regard to whether such
lien shall be lawful or correct. Any reasonable costs, including attorneys' fees
incurred by Landlord,  shall be paid by Tenant within ten (10) days after demand
by Landlord.

     (d) Before  any  Alterations  or  construction  with  respect  thereto  are
undertaken  by or on  behalf of  Tenant,  Tenant  shall  provide  Landlord  with
certificates  of insurance  evidencing  the  maintenance in effect by Tenant (or
Tenant shall require any contractor performing work on the Premises to carry and
maintain,  at no expense to  Landlord)  of workers'  compensation  insurance  as
required  by the  jurisdiction  in  which  the  Building  is  located,  All Risk
Builder's  Risk  insurance  in  the  amount  of  the  replacement  cost  of  any
alterations, additions or improvements (or such other amount reasonably required
by Landlord) and Commercial  General  Liability  insurance  (including,  without
limitation,  Contractor's Liability coverage, Contractual Liability coverage and
Completed  Operations  coverage)  written on an occurrence  basis with a minimum
combined  single  limit of One


6258.007/264449.3                     9                           (Initials)

<PAGE>

Million  Dollars  ($1,000,000)  and adding the "Owner(s) of the Building and its
(or their) respective members,  principals,  beneficiaries,  partners, officers,
directors,  employees,  agents (and their respective members and principals) and
mortgagee(s)"  (and any other  designees  of  Landlord  as the  interest of such
designees shall appear) as additional insureds.

     (e) Tenant shall pay to Landlord a project administration fee equal to five
percent  (5%) of the cost of any  Alterations  to  compensate  Landlord  for the
administrative  costs incurred and the Building services provided by Landlord in
the supervision and coordination of the work.

14.  INDEMNIFICATION, EXCULPATION AND INSURANCE

     (a) Landlord  shall not be liable to Tenant,  and Tenant  hereby waives all
claims against  Landlord,  for any damage to or loss or theft of any property or
for any  bodily or  personal  injury,  illness  or death of any person in, on or
about the Premises, the Building or elsewhere in the Project arising at any time
and  from any  cause  whatsoever,  except  to the  extent  caused  by the  gross
negligence  or willful  misconduct  of Landlord.  In no event shall  Landlord be
liable for any consequential or punitive damages (including, but not limited to,
damage or injury to persons,  property and the conduct of Tenant's  business and
any loss of revenue therefrom).

     (b) Tenant shall  indemnify and defend  Landlord  against and hold Landlord
harmless  from all claims,  demands,  liabilities,  damages,  losses,  costs and
expenses,  including reasonable attorneys' fees and disbursements,  arising from
or related to any use or  occupancy  of the  Premises,  or any  condition of the
Premises,  or any default in the  performance  of Tenant's  obligations,  or any
damage to any property  (including property of employees and invitees of Tenant)
or any bodily or  personal  injury,  illness  or death of any person  (including
employees and invitees of Tenant)  occurring in, on or about the Premises or any
part thereof  arising at any time and from any cause  whatsoever  (except to the
extent  caused by the gross  negligence  or willful  misconduct  of Landlord) or
occurring in, on or about any part of the Building  other than the Premises,  or
elsewhere in the Project, when such damage,  bodily or personal injury,  illness
or death is caused by any act or  omission  of Tenant or its  agents,  officers,
employees,  contractors,  invitees  or  licensees.  This  Paragraph  14(b) shall
survive the  termination  of this Lease with  respect to any  damage,  bodily or
personal injury, illness or death occurring prior to such termination.

     (c)  Tenant  shall,  at all  times  during  the Term of this  Lease  and at
Tenant's sole cost and expense,  obtain and keep in force workers'  compensation
insurance as required by law,  including an  employers'  liability  endorsement;
business  interruption  insurance in an amount  equal to all rent payable  under
this  Lease  for a period  of  twelve  (12)  months  (at the then  current  rent
charged);  and commercial  general liability  insurance,  including  contractual
liability (specifically covering this Lease), fire legal liability, and premises
operations,  with  a  minimum  combined  single  limit  of Two  Million  Dollars
($2,000,000)  per  occurrence  for bodily or personal  injury to, illness of, or
death of persons and damage to property  occurring  in, on or about the Premises
or the Building. Tenant shall, at Tenant's sole cost and expense, be responsible
for insuring Tenant's furniture, equipment, fixtures, computers, office machines
and personal property ("Tenant's Property").

     (d) All insurance required under this Paragraph 14 and all renewals thereof
shall be issued by insurance  companies qualified to do business in the State of
California and  reasonably  acceptable to Landlord and with a current A. M. Best
Rating of A-,VIII or better.  Liability amounts in excess of One Million Dollars
($1,000,000) may be carried under umbrella coverage policies.  Each policy shall
have a  deductible  or  deductibles,  if any,  which do not exceed Ten  Thousand
Dollars  ($10,000) per occurrence.  Each policy shall expressly provide that the
policy shall not be canceled or altered  without thirty (30) days' prior written
notice  to  Landlord  and  shall  remain  in  effect  notwithstanding  any  such
cancellation  or alteration  until such notice shall have been given to Landlord
and such period of thirty (30) days shall have expired.  All liability insurance
under this Paragraph 14 shall name Landlord and any other parties  designated by
Landlord as an additional insured, shall be primary and noncontributing with any
insurance which may be carried by Landlord, shall afford coverage for all claims
based on any act,  omission,  event or condition  that occurred or arose (or the
onset of which occurred or arose) during the policy period,  and shall expressly
provide that  Landlord,  although  named as an insured,  shall  nevertheless  be
entitled to recover under the policy for any loss, injury or damage to Landlord.
Upon the issuance thereof,  Tenant shall deliver each such policy or a certified
copy and a certificate thereof to Landlord for retention by Landlord.  If Tenant
fails to insure or fails to furnish to  Landlord  upon  notice to do so any such
policy or certified  copy and  certificate  thereof as required,  Landlord shall
have the right from time to time to effect  such  insurance  for the  benefit of
Tenant or Landlord or both of them and all  premiums  paid by Landlord  shall be
payable on demand by Tenant as additional rent.



6258.007/264449.3                     10                           (Initials)

<PAGE>

     (e) Tenant waives on behalf of all insurers under all policies of property,
liability and other insurance (excluding workers' compensation) now or hereafter
carried by Tenant  insuring  or  covering  the  Premises,  or any portion or any
contents thereof, or any operations therein, all rights of subrogation which any
insurer  might  otherwise,  if at all,  have to any  claims  of  Tenant  against
Landlord.  Landlord  waives on  behalf of all  insurers  under all  policies  of
property, liability and other insurance (excluding workers' compensation) now or
hereafter  carried by Landlord  insuring or covering the Building or any portion
or any contents thereof,  or any operations  therein,  all rights of subrogation
which any insurer  might  otherwise,  if at all,  have to any claims of Landlord
against  Tenant.  Tenant shall,  prior to or immediately  after the date of this
Lease,  procure  from each of the  insurers  under  all  policies  of  property,
liability and other insurance (excluding workers' compensation) now or hereafter
carried by Tenant  insuring  or  covering  the  Premises,  or any portion or any
contents  thereof,  or  any  operations  therein,  a  waiver  of all  rights  of
subrogation which the insurer might otherwise,  if at all, have to any claims of
Tenant against Landlord as required by this Paragraph 14.

15.  DESTRUCTION.

     (a) In the event of a partial destruction of the Premises or any portion of
the  Building  affecting  Tenant's  use or ability to  conduct  business  in the
Premises  during the Term from any cause,  Landlord shall  forthwith  repair the
same  (except  as  otherwise  provided  in this  Paragraph  15 as to a  casualty
occurring during the last twelve (12) months of the Term), provided such repairs
can be made  within  ninety (90) days under the laws and  regulations  of State,
county, federal or municipal authorities, but such partial destruction shall not
annul or void this Lease, except that Tenant shall be entitled to a proportional
abatement  in rent  while  such  repairs  are  being  made,  such  proportionate
abatement to be based upon the amount of square footage in the Premises  damaged
and the length of time said area is not either actually being used by Tenant for
business purposes or is not in a condition  habitable for general office use. If
such repairs cannot be made within ninety (90) days of such casualty,  or if the
casualty  occurs during the last twelve (12) months of the Term and would result
in any rent abatement for a period greater than thirty (30) days,  Landlord may,
at its option,  elect to make such repairs within a reasonable  time, this Lease
continuing in full force and effect and the rent to be proportionately abated as
provided hereinabove.  In the event that Landlord does not so elect to make such
repairs  which  cannot  be made in  ninety  (90)  days or which  results  from a
casualty  occurring  during the last twelve  (12)  months of the term,  within a
reasonable time following the casualty (but in no event not less than sixty (60)
days), this Lease may be terminated at the option of either party. In respect to
any partial  destruction  which  Landlord is obligated to repair or may elect to
repair  under the terms of this  Paragraph,  Tenant  waives  the  provisions  of
California  Civil  Code  Sections  1932(2)  and  1933(4).  In the event that any
portion of the  Building  other than the  Premises is destroyed to the extent of
twenty percent (20%) or more of the replacement  cost of the Building,  Landlord
may elect to  terminate  this Lease,  whether the  Premises be injured or not. A
total destruction of the Building shall terminate this Lease.

     (b) If the  Premises  or the  Building  are to be  repaired  or restored by
Landlord  under  this  Paragraph  15,  Landlord  shall  repair  or  restore,  at
Landlord's  cost,  the  Premises  itself  and any and  all  permanently  affixed
improvements  in the  Premises  constructed  or  provided  by Landlord as of the
commencement  of the Term,  together with any  permanently  affixed  Alterations
approved by Landlord (unless at the time of construction Landlord informs Tenant
that Tenant  will be required to remove the same at the end of the Term).  In no
event shall Landlord repair, replace or restore any of Tenant's Property.

16.  ENTRY.

     Tenant  will  permit  Landlord  and its  agents to enter  into and upon the
Premises at all reasonable  times for the purpose of inspecting the same, or for
the purpose of protecting owners' reversion, or to make alterations or additions
to the Premises or to any other portion of the Building,  or for maintaining any
service  provided  by  Landlord  to  Tenant  hereunder,   including  engineering
maintenance,  window cleaning and janitorial service, without any rebate of rent
to Tenant for any loss of  occupancy  or quiet  enjoyment  of the  Premises,  or
damage,  injury or  inconvenience  thereby  occasioned,  and Tenant  will permit
Landlord at any time to bring upon the  Premises,  for purposes of inspection or
display,  prospective  tenants  thereof.  Any entry to the Premises  obtained by
Landlord  shall not  under  any  circumstances  be  construed  or deemed to be a
forcible or unlawful entry into or a detainer of the Premises, or an eviction of
Tenant from the Premises or any portion thereof.

6258.007/264449.3                     11                           (Initials)

<PAGE>

17.  EVENTS OF DEFAULT.

     The  occurrence  of any one (1) or more of the following  events (each,  an
"Event of Default")  shall  constitute a breach of this Lease by Tenant:  (i) if
Tenant shall default in its  obligation to pay any rent or other  payment(s) due
hereunder as and when due and  payable;  or (ii) if Tenant shall fail to perform
or  observe  any  other  term  hereof  (except  as  otherwise  provided  in this
Paragraph)  or of the  Project  Rules  described  in  Paragraph  8 hereof  to be
performed or observed by Tenant,  such failure shall  continue for more than ten
(10) days after notice thereof from  Landlord,  and Tenant shall not within such
period commence with due diligence and dispatch the curing of such default,  or,
having so commenced,  thereafter  shall fail or neglect to prosecute or complete
with due  diligence  the  curing of such  default;  or (iii) any  assignment  or
subletting  in  violation  of the terms of this  Lease;  or (iv) the  failure of
Tenant to maintain insurance  coverages required by this Lease and/or to provide
evidence of such coverages within three (3) business days after request therefor
from Landlord;  or (v) if Tenant shall make a general assignment for the benefit
of  creditors,  or shall admit in writing its inability to pay its debts as they
become due or shall file a petition in  bankruptcy,  or shall be  adjudicated as
bankrupt  or  insolvent  or shall file a petition  seeking  any  reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution  or similar
relief under any present or future statute, law or regulation,  or shall seek or
consent  to or  acquiesce  in  the  appointment  of  any  trustee,  receiver  or
liquidator of Tenant or any material part of its property; or (vi) the taking of
any action leading to, or the actual  dissolution  or liquidation of Tenant,  if
Tenant is other than an individual; or (vii) if within sixty (60) 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 statue,  law or regulation,  such  proceeding
shall not have been  dismissed;  or (viii) if this Lease or any estate of Tenant
hereunder  shall be levied  upon  under any  attachment  or  execution  and such
attachment or execution is not vacated within thirty (30) days.

18.  TERMINATION UPON DEFAULT.

     In any notice given pursuant to any one or more Events of Default, Landlord
in its sole  discretion  may elect to  declare  a  forfeiture  of this  Lease as
provided in Section 1161 of the California Code of Civil Procedure, and provided
that  Landlord's  notice states such an election,  Tenant's  right to possession
shall  terminate  and this Lease shall  terminate,  unless on or before the date
specified  in such  notice all  arrears  of rent and all other  sums  payable by
Tenant under this Lease, and all costs and expenses  incurred by or on behalf of
Landlord hereunder,  including attorneys' fees, incurred in connection with such
default,  shall have been paid by Tenant and all other breaches of this Lease by
Tenant at the time existing shall have been fully  remedied to the  satisfaction
of  Landlord.  Upon such  termination,  Landlord may recover from Tenant (a) the
worth at the time of award of the unpaid  rent which had been earned at the time
of  termination;  (b) the worth at the time of award of the  amount by which the
unpaid  rent which would have been earned  after  termination  until the time of
award exceeds the amount of such rent loss that Tenant  proves could  reasonably
have been avoided; (c) the worth at the time of award of the amount by which the
unpaid  rent for the  balance  of the Term after the time of award  exceeds  the
amount of such rent loss that Tenant proves could be reasonably avoided; and (d)
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 amount referred to in clauses
(a) and (b) above is computed by allowing  interest at the discount  rate of the
Federal  Reserve Bank of San  Francisco  plus five percent (5%) per annum at the
date of  termination,  but in no event in excess of the maximum rate of interest
permitted  by law.  The worth at the time of award of the amount  referred to in
clause (c) above is computed by discounting  such amount at the discount rate of
the Federal  Reserve Bank of San Francisco at the time of award plus one percent
(1%).  For the purpose of  determining  unpaid rent under clause (c) above,  the
monthly  rent  reserved  in this Lease shall be deemed to be the sum of the Base
Rent and the  amounts  last  payable  by Tenant  as  reimbursement  of  expenses
pursuant to Paragraphs  5(a)(ii) and (iii) hereof for the calendar year in which
Landlord terminated this Lease as provided herein.

19.  CONTINUATION AFTER DEFAULT.

     Even though Tenant has breached  this Lease and/or  abandoned the Premises,
this Lease shall  continue in effect for so long as Landlord  does not terminate
Tenant's  right to possession  as provided in Paragraph 18 hereof,  and Landlord
may enforce all its rights and remedies under this Lease, including the right to
recover  rent as it becomes due under this Lease.  In such event,  Landlord  may
exercise all of the rights and remedies of a landlord  under  Section  1951.4 of
the California  Civil Code (which  provides that a landlord may continue a lease
in effect after a tenant's breach and abandonment and recover rent as it becomes
due, if the tenant has the right to sublet or


6258.007/264449.3                     12                           (Initials)

<PAGE>

assign, subject only to reasonable limitations),  or any successor statute. Acts
of  maintenance  or  preservation  or  efforts  to  relet  the  Premises  or the
appointment  of a receiver  upon  initiative  of Landlord to protect  Landlord's
interest  under this Lease shall not  constitute a termination of Tenant's right
to  possession.  If a receiver is  appointed  at the instance of Landlord in any
action  against  Tenant,  the receiver  may, if it is necessary or convenient in
order to collect  rents and  profits,  conduct the business of Tenant then being
carried on in the Premises,  and may take  possession  of any personal  property
belonging  to Tenant and used in the  conduct of such  business  and may use the
same in conducting such business.

20.  OTHER RELIEF.

     In the event of re-entry or taking  possession  of the  Premises,  Landlord
shall  have the right but not the  obligation  to remove  all or any part of the
trade  fixtures,  furnishings,  equipment and personal  property  located in the
Premises  and to place the same in storage at a public  warehouse at the expense
and risk of Tenant or to sell such property in accordance  with  applicable law.
The remedies  provided  for in this Lease are in addition to any other  remedies
available to Landlord at law or in equity, by statute or otherwise.

21.  LANDLORD'S RIGHT TO CURE DEFAULT.

     All  agreements  and  provisions to be performed by Tenant under any of the
terms of this Lease shall be at its sole cost and expense and without  abatement
of rent. If Tenant shall fail to pay any sum of money, other than rent, required
to be paid by it hereunder or shall fail to perform any other act on its part to
be performed hereunder and such failure shall not be cured within three (3) days
after notice from  Landlord,  Landlord may, but shall not be obligated to so do,
and without waiving or releasing Tenant from any obligations of Tenant, make any
such  payment  or  perform  any such  other act on  Tenant's  part to be made or
performed  as  provided  in this  Lease.  All sums so paid by  Landlord  and all
reasonable  incidental costs shall be deemed additional rent hereunder and shall
be payable on demand to Landlord.

22.  ATTORNEYS' FEES.

     If as a result of any breach or  default  on the part of Tenant  under this
Lease  Landlord  uses the services of an attorney in order to secure  compliance
with this Lease,  Tenant shall reimburse Landlord upon demand as additional rent
for any and all attorneys'  fees and expenses  incurred by Landlord,  whether or
not formal legal proceedings are instituted. Should either party bring an action
against the other party, by reason of or alleging the failure of the other party
to comply with any or all of its obligations hereunder,  whether for declaratory
or other relief,  then the party which prevails in such action shall be entitled
to its  reasonable  attorneys'  fees and  expenses  related to such  action,  in
addition  to all  other  recovery  or  relief.  A party  shall be deemed to have
prevailed in any such action (without  limiting the generality of the foregoing)
if such  action is  dismissed  upon the  payment by the other  party of the sums
allegedly due or the performance of obligations  allegedly not complied with, or
if such party  obtains  substantially  the relief  sought by it in the  actions,
irrespective of whether such action is prosecuted to judgment.

23.  NO WAIVER.

     Landlord's  failure to take  advantage of any default or breach of covenant
on the part of Tenant  shall not be, or be construed  as a waiver  thereof,  nor
shall any custom or practice which may grow up between the parties in the course
of administering this instrument be construed to waive or to lessen the right of
Landlord  to insist  upon the  performance  by Tenant of any term,  covenant  or
condition  hereof,  or to exercise  any rights  given him on account of any such
default.  A waiver of a particular breach or default shall not be deemed to be a
waiver of the same or any other subsequent breach or default.  The acceptance of
rent  hereunder  shall not be, nor be construed to be, a waiver of any breach of
any term, covenant or condition of this Lease.

24.  NOTICES.

     All approvals, consents and other notices given by Landlord or Tenant under
this Lease shall be properly given only if made in writing and either  deposited
in the United  States  mail,  postage  prepaid,  certified  with return  receipt
requested,  or delivered by hand (which may be through a messenger or recognized
delivery,  courier or air  express  service)  and  addressed  to Landlord at the
address of Landlord  specified in the Basic Lease  Information  or at such other
place as Landlord may from time to time designate in a written notice to Tenant,
and  addressed  to Tenant at the address of Tenant  specified in the Basic Lease
Information and, after the Commencement  Date, at the Premises,  together with a
copy to such  other  address  as  Tenant  may from time to time  designate  in a
written


6258.007/264449.3                     13                           (Initials)

<PAGE>

notice  to  Landlord.  Such  approvals,  consents  and  other  notices  shall be
effective on the date of receipt  (evidenced by the certified mail receipt),  if
mailed,  or on the  date  of  hand  delivery,  if hand  delivered.  If any  such
approval,  consent or other notice is not received or cannot be delivered due to
a  change  in the  address  of the  receiving  party  of  which  notice  was not
previously  given to the  sending  party or due to a  refusal  to  accept by the
receiving party, such request, approval,  consent, notice or other communication
shall be effective on the date delivery is attempted.  Any approval,  consent or
other  notice under this Lease may be given on behalf of a party by the attorney
for such party.  Tenant  hereby  appoints as its agent to receive the service of
all default notices and notice of commencement of unlawful detainer  proceedings
the person in charge of or  apparently in charge of or occupying the Premises at
the time,  and, if there is not such  person,  then such  service may be made by
attaching the same on the  maintenance of the Premises and such service shall be
effective for all purposes under this Lease.

25.  EMINENT DOMAIN.

     If all or any part of the  Premises  shall  be  taken  as a  result  of the
exercise of the power of eminent domain or agreement in lieu thereof, this Lease
shall  terminate  as to the part so taken as of the date of taking,  and, in the
case of a partial taking,  Landlord shall have the right to terminate this Lease
as to the balance of the  Premises  by giving  written  notice to Tenant  within
sixty (60) days after such date. Tenant waives the provisions of California Code
of Civil  Procedure  Section  1265.130  relating to a lease  termination  from a
partial  taking.  In the event of any taking,  Landlord shall be entitled to any
and all compensation,  damages,  income, rent, awards, or interest therein which
may be paid or made in  connection  therewith,  and  Tenant  shall have no claim
against Landlord for the value of any unexpired Term of this Lease or otherwise.
In the event of a partial  taking of the  Premises  which  does not  result in a
termination  of this  Lease,  the  Base  Rent  thereafter  to be paid  shall  be
equitably reduced. If all or any part of the Building shall be taken as a result
of the exercise of the power of eminent domain, Landlord shall have the right to
terminate  this Lease by giving  written notice to Tenant within sixty (60) days
after the date of taking.

26.  LATE CHARGE.

     Tenant acknowledges that late payment by Tenant to Landlord of such rent or
other  payments  will cause  Landlord  to incur costs not  contemplated  by this
Lease,   the  exact  amount  of  such  costs  being   extremely   difficult  and
impracticable to fix.  Therefore,  if any installment of rent due from Tenant is
not  received by  Landlord by the fifth (5th) day of the month when due,  Tenant
shall pay to Landlord  an  additional  sum of ten  percent  (10%) of the overdue
amount as a late charge. Said late charge shall be due as of the sixth (6th) day
of the month in question.  In addition to the foregoing,  Rent or other payments
due under this Lease which  remain  unpaid  when due shall bear  interest at the
discount  rate of the Federal  Reserve Bank of San  Francisco  plus five percent
(5%) per annum, as it may be from time to time, but in no event in excess of the
maximum rate of interest  permitted by law. The parties agree that the foregoing
late charge represents a fair and reasonable  estimate of Landlord's costs to be
incurred by reason of Tenant's late  payment.  This  Paragraph  does not relieve
Tenant from its obligation to pay rent or other payments when due. Acceptance of
any late charge shall not  constitute a waiver of Tenant's  default with respect
to the overdue  amount,  nor prevent  Landlord from  exercising any of the other
rights and remedies available to Landlord.

27.  SECURITY DEPOSIT.

     In the event of an assignment  of this Lease by Tenant in  accordance  with
the terms of  Paragraph  9,  Landlord  shall have the right to require  Tenant's
assignee to pay to Landlord a security deposit ("Security Deposit") in an amount
to be  determined  by Landlord in  Landlord's  reasonable  discretion.  Any such
Security  Deposit shall be held by Landlord as security for the  performance  by
Tenant's  assignee  of all of the  covenants  of this Lease to be  performed  by
Tenant's assignee, including, without limitation,  defaults by Tenant's assignee
in the payment of rent, the repair of damage to the Premises  caused by Tenant's
assignee,  and the  cleaning of the  Premises  upon  termination  of the tenancy
created hereby, and Tenant's assignee shall not be entitled to interest thereon,
and for any damages that Landlord may incur as a  consequence  of any default by
Tenant's  assignee  under this Lease.  If Landlord  uses or applies the Security
Deposit or any portion thereof,  Tenant's  assignee shall,  within ten (10) days
after demand  deposit cash with Landlord in an amount  sufficient to restore the
Security Deposit to the full amount,  and Tenant's  assignee's  failure to do so
shall be  deemed a  material  breach  of this  Lease.  Upon  termination  of the
original  Landlord's  or any successor  owner's  interest in the Premises or the
Building,  the original  Landlord or such successor owner shall be released from
further  liability  with  respect  to the  Security  Deposit  upon the  original
Landlord's  or such  successor  owner's  complying  with  California  Civil Code
Section  1950.7.  Subject


6258.007/264449.3                     14                           (Initials)

<PAGE>

to the foregoing, Tenant's assignee shall waive the provisions of Section 1950.7
of the California  Civil Code, and all other provisions of law, now or hereafter
in force,  which  provide that  Landlord may claim from a security  deposit only
those sums  reasonably  necessary to remedy  defaults in the payment of rent, to
repair  damage caused by Tenant's  assignee or to clean the  Premises,  it being
agreed that Landlord may, in addition,  claim those sums reasonably necessary to
compensate  Landlord  for any other  loss or damage  caused  by the  default  of
Tenant's assignee under this Lease.

28.  RELOCATION.

     [Intentionally Omitted]

29.  ESTOPPEL CERTIFICATE.

     Within ten (10) days after notice from  Landlord,  Tenant shall execute and
deliver to Landlord,  in recordable  form, a  certificate  stating (i) that this
Lease is  unmodified  and in full  force  and  effect  (or,  if there  have been
modifications,  that this Lease is in full force and effect,  as  modified,  and
stating  the date and nature of each  modification),  (ii) the date,  if any, to
which  rental and other sums  payable  hereunder  have been paid,  (iii) that no
notice has been  received  by Tenant of any  default  which has not been  cured,
except as to defaults  specified in said certificate and (iv) such other matters
as may be reasonably requested by Landlord.  Failure to deliver such certificate
within such ten (10) day period shall be conclusive  upon Tenant for the benefit
of Landlord and any successor to Landlord,  that this Lease is in full force and
effect and has not been modified except as may be represented by Landlord.

30.  SURRENDER.

     Tenant  shall  surrender  the  Premises at the  termination  of the tenancy
herein created broom clean, and in the same condition as herein agreed they have
been  received,  reasonable use and wear thereof and damage by the act of God or
by the elements  excepted.  The  voluntary  or other  surrender of this Lease by
Tenant, or a mutual cancellation  thereof,  shall not work a merger and shall at
the option of Landlord, terminate all of any existing subleases or subtenancies,
or may, at the option of Landlord,  operate as an assignment to it of any or all
such subleases or subtenancies.  At the expiration or sooner termination of this
Lease,  Tenant  shall  remove or cause to be removed at its sole  expense all of
Tenant's personal  property,  furniture and equipment,  including  telephone and
data processing  lines,  and all Alterations  required by Landlord in accordance
with  Paragraph 13 hereof.  Tenant shall repair at its expense all damage to the
Premises  and the  Building  caused by the removal of any of the items  provided
herein. Tenant obligations under this Paragraph shall survive the termination of
this Lease.

31.  HOLDING OVER.

     If, without objection by Landlord,  Tenant holds possession of the Premises
after  expiration  of the Term of this Lease,  Tenant shall become a tenant from
month to month upon the terms herein  specified  but at a Base Rent equal to one
hundred fifty percent (150%) of the Base Rent in effect at the expiration of the
Term of this Lease, payable in advance on or before the first day of each month.
Such  month-to-month  tenancy may be terminated by either  Landlord or Tenant by
giving thirty (30) days' written notice of termination to the other at any time.
If Tenant fails to surrender the Premises upon the  expiration or termination of
this Lease except as hereinabove provided,  Tenant hereby indemnifies and agrees
to hold Landlord harmless from all costs, loss, expense or liability,  including
without  limitation,  costs,  real estate brokers  claims and  attorneys'  fees,
arising out of or in  connection  with any delay by Tenant in  surrendering  and
vacating the Premises,  including,  without  limitation,  any claims made by any
succeeding  tenant based on any delay and any  liabilities  arising out of or in
connection  with these claims.  Nothing in this  Paragraph 31 shall be deemed to
permit  Tenant to retain  possession  of the Premises  after the  expiration  or
sooner termination of the Lease Term.

32.  FLOOR LOAD, NOISE AND SIGNAGE.

     (a)  Tenant  shall not place a load  upon any floor of the  Premises  which
exceeds the floor load per square  foot which such floor was  designed to carry.
Landlord  reserves the right to prescribe  the weight and position of all safes,
file and library  systems and other heavy  installations  which Tenant wishes to
place in the Premises so as to properly distribute the weight thereof.

     (b) Business  machines and mechanical  equipment  belonging to Tenant which
cause noise and/or  vibration  that may be  transmitted  to the structure of the
Building  or to any  leased  space to such a degree  as to be  objectionable  to
Landlord or to any tenants in the  Building  shall be


6258.007/264449.3                     15                           (Initials)

<PAGE>

placed and  maintained  by Tenant,  at  Tenant's  expense,  in settings of cork,
rubber or spring-type noise and/or vibration eliminators sufficient to eliminate
vibration and/or noise.

     (c) As part of the Tenant  Improvements  described  in Exhibit D,  Landlord
shall provide Tenant with Building  standard  signage on the exterior of, and at
the  entrance  to, the  Building.  Tenant's  signs shall  conform to  Landlord's
signage  criteria,  if any, and the signage criteria of the governing  municipal
and  county  body.  Subject  to the  foregoing,  Tenant  shall  not place on the
exterior walls of the Building any sign, awning,  canopy,  marquee,  advertising
matter, decoration,  letter or other thing of any kind without the prior written
consent of  Landlord.  Landlord  reserves the right to remove  Tenant's  signage
during any period when Landlord repairs,  restores,  constructs or renovates the
Building.  Landlord  agrees to expedite  such repair or  renovation  and replace
Tenant's sign immediately thereafter. Upon the expiration or termination of this
Lease,  Tenant shall remove its signs,  and repair all damage to the Building or
Premises occasioned thereby.

33.  SUBORDINATION.

     This Lease shall be  subordinate  to any ground  lease,  mortgage,  deed of
trust,  or any other  hypothecation  for  security  now or later placed upon the
Building  and to any advances  made on the  security of the Lease or  Landlord's
interest  in the  Lease,  and to all  renewals,  modifications,  consolidations,
replacements,  and extensions of the Lease. However, if any mortgagee,  trustee,
or ground  lessor elects to have this Lease prior to the lien of its mortgage or
deed of trust or prior to its ground lease,  and gives notice of that to Tenant,
this Lease shall be deemed prior to the mortgage, deed of trust or ground lease,
whether  this Lease is dated prior or  subsequent  to the date of the  mortgage,
deed of trust,  or ground lease,  or the date of  recordation.  In the event any
mortgage or deed of trust to which this Lease is  subordinate is foreclosed or a
deed in lieu of  foreclosure  is given to the mortgagee or  beneficiary,  Tenant
shall attorn to the  purchaser at the  foreclosure  sale or to the grantee under
the deed in lieu of foreclosure. In the event of termination of any ground lease
to which this Lease is  subordinate,  Tenant shall attorn to the ground  lessor.
Tenant  agrees  to  execute  any  documents,  on the  current  form used by such
mortgagee, lender or ground lessor, required to effectuate the subordination, to
make this  Lease  prior to the lien of any  mortgage  or deed of trust or ground
lease, or to evidence the attornment.

34.  INABILITY TO PERFORM

     Landlord shall not be in default  hereunder nor shall Landlord be liable to
Tenant  for any loss or  damages if  Landlord  is unable to  fulfill  any of its
obligations,  or is delayed in doing so, if the  inability or delay is caused by
reason of accidents,  strike,  labor troubles,  acts of God,  terrorism,  or any
other  cause,  whether  similar or  dissimilar,  which is beyond the  reasonable
control of Landlord.

35.  CORPORATE AUTHORITY.

     If Tenant is a corporation or limited  liability  company,  Tenant and each
person  executing  this Lease on behalf of Tenant  represents  and  warrants  to
Landlord that (a) Tenant is duly  incorporated or formed, as the case may be and
validly existing under the laws of its state of incorporation or formation,  (b)
Tenant is qualified to do business in California, (c) Tenant has the full right,
power and  authority  to enter into this Lease and to  perform  all of  Tenant's
obligations  hereunder,  and (d) each person signing this Lease on behalf of the
corporation  or company is duly and validly  authorized to do so. If Tenant is a
partnership  (whether a general or limited  partnership),  each person executing
this Lease on behalf of Tenant  represents  and  warrants to  Landlord  that (i)
he/she is a general partner of Tenant, (ii) he/she is duly authorized to execute
and  deliver  this  Lease on behalf of  Tenant,  (iii)  this Lease is binding on
Tenant (and each general  partner of Tenant) in accordance  with its terms,  and
(iv) each general partner of Tenant is personally  liable for the obligations of
Tenant under this Lease.

36.  MISCELLANEOUS.

     (a) The words  "Landlord"  and  "Tenant" as used herein  shall  include the
plural as well as the  singular.  Words used in  masculine  gender  include  the
feminine and neuter. If there be more than one Tenant, the obligations hereunder
imposed on Tenant shall be joint and several.  Subject to the provisions  hereof
relating to assignment and  subletting,  this Lease is intended to and does bind
the heirs, executors,  administrators,  successors and assigns of any and all of
the parties hereto. Time is of the essence of this Lease.

     (b) There are no oral agreements between Landlord and Tenant affecting this
Lease, and this Lease supersedes and cancels any and all previous  negotiations,
arrangements, brochures, agreements and understandings, if any, between Landlord
and Tenant or displayed by Landlord to


6258.007/264449.3                     16                           (Initials)

<PAGE>

Tenant with respect to the subject  matter of this Lease or the Building.  There
are no representations between Landlord and Tenant other than those contained in
this Lease and all reliance with respect to any  representations is based solely
upon the terms of this Lease.

     (c) Tenant  shall not use the name of the  Building  for any purpose  other
than as an address of the business to be conducted by Tenant in the Premises.

     (d) Any  provision  of this  Lease  which  shall be held  invalid,  void or
illegal shall in no way affect, impair or invalidate any of the other provisions
hereof and such other provisions shall remain in full force and effect.

     (e)  Tenant  hereby  waives  trial  by jury in any  action,  proceeding  or
counterclaim  brought by either of the parties hereto on any matters  whatsoever
arising out of or in anyway connected with this Lease.

     (f) No right,  remedy or election hereunder or at law or in equity shall be
deemed  exclusive but shall,  wherever  possible,  be cumulative  with all other
rights, remedies or elections.

     (g) This Lease  shall be  governed  by the laws of the State of  California
applicable to transactions to be performed wholly therein.

37.  BROKER.

     Tenant  represents and warrants to Landlord that Tenant has had no dealings
with any  broker,  finder,  or similar  person who is or might be  entitled to a
commission or other fee in connection  with the execution of this Lease,  except
for Landlord's Broker and Tenant's Broker. Landlord shall pay the commission due
Landlord's  Broker and Tenant's Broker pursuant to a separate  agreement between
Landlord and Landlord's Broker. Landlord and Tenant shall each indemnify, defend
and hold the other  harmless from and against any and all claims and damages and
for any and all costs and expenses  (including  reasonable  attorneys'  fees and
costs) resulting from claims that may be asserted against the other party by any
broker, agent or finder not disclosed herein.

38.  NO OFFER.

     No contractual or other rights shall exist between Landlord and Tenant with
respect to the  Premises  until both have  executed  and  delivered  this Lease,
notwithstanding  that  rental  deposits  have  been  received  by  Landlord  and
notwithstanding that Landlord has delivered to Tenant an unexecuted copy of this
Lease. The submission of this Lease to Tenant shall be for examination  purposes
only,  and does not and shall not  constitute a reservation of or any option for
Tenant to lease,  or otherwise  create any interest by Tenant in the Premises or
any other premises  situated in the Building.  Execution of this Lease by Tenant
and return to Landlord shall not be binding upon Landlord,  notwithstanding  any
time  interval,  until Landlord has in fact executed and delivered this Lease to
Tenant.


6258.007/264449.3                     17                           (Initials)

<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have executed this Lease as of the
date first above written.


LANDLORD:                                       TENANT:
--------                                        ------

SANTA ROSA NORTHPOINT ASSOCIATES, LLC, a        NATIONAL BANK OF THE REDWOODS,
California limited liability company            a National Association


By:   Nearon Enterprises, LLC,                  By:    /s/ Patrick W. Kilkenny
      a California limited liability company    Name:  Patrick W. Kilkenny
Its:  Managing Member                           Its:   President & CEO
                                                       August 22, 2002

         By:   Nearon Enterprises, Inc.,
               a California corporation
         Its:  Manager

               By:  /s/ David S. Christensen
                    David S. Christensen
                    Co-President and
                    Chief Operating Officer
















6258.007/264449.3                     18

<PAGE>



                                    EXHIBIT A

                                   FLOOR PLAN





                                     (Plan)
















6258.007/264449.3                       A-1                     (Initials)
<PAGE>




                                    EXHIBIT B

                          OPERATING EXPENSES AND TAXES

     A.  As used  in  this  Lease,  "Operating  Expenses"  shall  mean,  without
duplication,  all costs and expenses  paid or incurred by Landlord in connection
with  the  ownership,  management,  operation,  maintenance  and  repair  of the
Project,  and in providing  services in accordance  with this Lease,  including,
without limitation,  the following:  salaries, wages, other compensation,  taxes
and  benefits  (including  payroll,  social  security,   workers'  compensation,
unemployment,  disability  and similar  taxes and  payments)  for all  personnel
engaged in the  management,  operation,  maintenance  or repair of the  Project;
uniforms  provided  to  such  personnel;  premiums  and  other  charges  for all
property,  earthquake,  rental value,  liability and other insurance  carried by
Landlord,  together with the amount of any deductible  under such policy;  water
and sewer charges or fees;  license,  permit and inspection  fees;  electricity,
chilled water, air conditioning,  gas, fuel, steam, heat, light, power and other
utilities;  sales,  use and  excise  taxes on goods and  services  purchased  by
Landlord; telephone,  delivery, postage, stationery supplies and other expenses;
management  fees  and  expenses,  provided  that the  cost of such  services  if
provided by Landlord or an affiliate of Landlord  shall not exceed the fees that
would customarily be paid to an independent management company;  equipment lease
payments;  repairs to and maintenance of the Project Common Areas and individual
buildings in the Project, including building systems and accessories thereto and
repair and replacement of worn out or broken  equipment,  facilities,  parts and
installations; janitorial, window cleaning, access control, extermination, water
treatment,  garbage and waste  disposal,  rubbish  removal,  plumbing  and other
services;  inspection or service contracts for electrical,  mechanical and other
building  equipment  and systems;  supplies,  tools,  materials  and  equipment;
accounting,  legal and other  professional  fees and expenses  (excluding  legal
fees, accounting,  and other professional fees and expenses incurred by Landlord
relating to disputes with specific tenants or the negotiation, interpretation or
enforcement  of specific  leases);  painting  the public or common  areas of the
Project and/or the exterior of individual buildings in the Project, and the cost
of maintaining the sidewalks, landscaping and other common areas of the Project;
the cost,  amortized over the useful life as reasonably  determined by Landlord,
according  to  generally  accepted  accounting  principles,  of  all  furniture,
fixtures,  draperies,  carpeting and personal property  furnished by Landlord in
the Project Common Areas; all costs and expenses  resulting from compliance with
any laws, ordinances,  rules, regulations or orders applicable to the Project or
any  individual  buildings;  the  rental  value for  office  space  used for the
management and operation of the Project; all costs and expenses of contesting by
appropriate  legal  proceedings  any  matter  concerning  managing,   operating,
maintaining or repairing the Project,  or the validity or  applicability  of any
law, ordinance, rule, regulation or order relating to the Project, or the amount
or  validity of any  Property  Taxes;  depreciation  as  determined  by Landlord
according to generally accepted accounting principles on all machinery, fixtures
and equipment  (including  window  washing  machinery)  used in the  management,
operation,  maintenance  or  repair  of the  Project;  the  cost,  amortized  as
determined by Landlord,  according to generally accepted accounting  principles,
of all  capital  improvements  made to any  portion  of the  Project,  including
individual  buildings,  or capital assets acquired by Landlord that are designed
or intended to be a labor-saving or energy-saving  device, or to improve economy
or efficiency in the management, operation, maintenance or repair of any portion
of the  Project,  including  individual  buildings,  or to  reduce  any  item of
Operating  Expenses,  or that  are  reasonably  necessary  to  comply  with  any
conservation  program or required by any law,  ordinance,  rule,  regulation  or
order unless caused by Landlord's deliberate or negligent violation of such law,
rule or  regulation;  and such other usual costs and expenses  which are paid by
other landlords for the on-site operation, servicing,  maintenance and repair of
comparable  commercial  developments  in the Santa  Rosa  area.  Notwithstanding
anything contained in the Lease or the foregoing list of Operating Expenses,  no
expenses  incurred for the  following  shall be included in Operating  Expenses:
Property Taxes,  depreciation on the Project (except as described above),  costs
of tenants' improvements  (including permit,  license and inspection fees), real
estate brokers' commissions,  interest,  payments of loan principal and expenses
related to a financing or refinancing  of the Project,  the cost of any asbestos
abatement or removal  activities  other than  conducted in  connection  with the
installation of capital  improvements  that are otherwise a permitted  Operating
Expense or other than in the course of ordinary maintenance and repair,  capital
items  (except as  described  above),  the cost of services  provided to tenants
materially in excess of services customarily provided to Tenant,  whether or not
Landlord is entitled to reimbursement  therefor,  and Landlord's legal costs and
expenses in connection with any lease dispute, or litigation with any tenant, in
maintaining Landlord's corporate or limited liability company status.

     B. Actual Operating Expenses shall be adjusted, if necessary,  for the Base
Expense Year and each subsequent  calendar year to equal  Landlord's  reasonable
estimate of Operating  Expenses for a full  calendar year with the total area of
the Project occupied during such full calendar year;


6258.007/264449.3                     B-1                          (Initials)

<PAGE>

provided,  however,  Landlord  shall  not in any year  collect  in excess of one
hundred  percent  (100%) of the actual  Operating  Expenses  paid or incurred by
Landlord in any calendar year.

     C. Landlord reserves the right to, in good faith, establish classifications
for the  equitable  allocation  of Operating  Expenses that are incurred for the
direct benefit of specific types of tenants of the Project ("Cost Pools").  Such
Cost  Pools may  include,  but shall not be  limited  to,  common  area  charges
allocable to all common areas in the Project and Operating Expenses allocable to
one or more specific  buildings in the Project or areas utilized only by certain
tenants of one or more  buildings in the Project.  Landlord's  determination  of
such allocations shall be final and binding on Tenant.  Tenant acknowledges that
the  allocation  of  Operating  Expenses  among  Cost  Pools does not affect all
Operating Expenses,  and is limited to specific items which Landlord determines,
in good  faith,  would be  inequitable  to  share,  in  whole or in part,  among
tenants,  generally,  in the  Project,  or among  tenants  of other  Cost  Pools
established by Landlord in the Project.

     D.  As  used  in  this  Lease,  "Property  Taxes"  shall  mean  all  taxes,
assessments, excises, levies, fees and charges (and any tax, assessment, excise,
levy,  fee or charge  levied wholly or partly in lieu thereof or as a substitute
therefor or as an addition  thereto) of every kind and  description,  general or
special,  ordinary  or  extraordinary,   foreseen  or  unforeseen,   secured  or
unsecured,  that are  levied,  assessed,  charged,  confirmed  or imposed by any
public or government  authority on or against, or otherwise with respect to, the
Project or any part thereof or any personal property used in connection with the
Project.  If the Project is not assessed on a fully  completed  basis for all or
any part of the Base Tax Year,  until it is so assessed,  Property Taxes for the
Base Tax Year shall be established by multiplying Landlord's reasonable estimate
of such assessed  valuation by the applicable,  tax rates for the Base Tax Year.
Property Taxes shall not include net income  (measured by the income of Landlord
from all sources or from sources other than solely rent), franchise, documentary
transfer,  inheritance  or capital  stock taxes of  Landlord,  unless  levied or
assessed  against  Landlord in whole or in part in lieu of, as a substitute for,
or as an addition to any Property  Taxes.  Property  Taxes shall not include any
tax,  assessment,  excise,  levy,  fee or  charge  paid by  Tenant  pursuant  to
Paragraph D hereof.

     E. In addition to all rent and other charges to be paid by Tenant under the
Lease,  Tenant shall reimburse Landlord upon demand for all taxes,  assessments,
excises,  levies, fees and charges including all payments related to the cost of
providing  facilities  or services,  whether or not now  customary or within the
contemplation  of Landlord and Tenant,  that are payable by Landlord and levied,
assessed,  charged,  confirmed or imposed by any public or government  authority
upon,  or measured by, or  reasonably  attributable  to (i) the cost or value of
Tenant's equipment,  furniture,  fixtures and other personal property located in
the Premises or the cost or value of any  leasehold  improvements  made in or to
the Premises by or for Tenant,  regardless of whether title to such improvements
is vested in  Tenant  or  Landlord,  (ii) any rent  payable  under  this  Lease,
including  any gross income tax or excise tax levied by any public or government
authority  with respect to the receipt of any such rent,  (iii) the  possession,
leasing,  operation,  management,   maintenance,   alteration,  repair,  use  or
occupancy by Tenant of the Premises, or (iv) this transaction or any document to
which Tenant is a party creating or transferring an interest or an estate in the
Premises. Such taxes,  assessments,  excises, levies, fees and charges shall not
include net income  (measured by the income of Landlord from all sources or from
sources other than solely rent), franchise, documentary transfer, inheritance or
capital stock taxes of Landlord,  unless levied or assessed  against Landlord in
whole or in part in lieu of, as a substitute  for, or as an addition to any such
taxes, assessments, excises, levies, fees and charges.

     F. All taxes,  assessments,  excises,  levies,  fees and charges payable by
Tenant  under  this  Exhibit  shall  be  deemed  to be,  and  shall  be paid as,
additional rent.





6258.007/264449.3                     B-2                           (Initials)

<PAGE>

                                    EXHIBIT C

                              RULES AND REGULATIONS


     1. No  sign,  placard,  picture,  advertisement,  name or  notice  shall be
installed  or  displayed  on any part of the  outside or inside of the  Building
(including the Premises)  without the prior written  consent of Landlord,  which
consent  may be  withheld  by  Landlord  in its  sole and  absolute  discretion.
Landlord shall have the right to remove, at Tenant's expense and without notice,
any sign installed or displayed in violation of this rule. All approved signs or
lettering on doors and walls shall be printed,  painted, affixed or inscribed at
the expense of Tenant by a person chosen by Landlord.

     2. If Landlord objects in writing to any curtains,  blinds, shades, screens
or hanging  plants or other  similar  objects  attached to or used in connection
with any window or door of the Premises,  Tenant shall  immediately  discontinue
such use. No awning  shall be  permitted  on any part of the  Premises.  Tenants
shall not place  anything  against or near glass  partitions or doors or windows
which may appear unsightly from outside the Premises.

     3. Tenant  shall not  obstruct  any  sidewalks,  passages,  exits,  island,
entrances,  elevators,  escalators  or  stairways  of the  Building.  The halls,
passages, exits, island, entrances,  elevators, escalators and stairways are not
for the general  public,  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  Building  and  its  tenants;  provided  that  nothing  herein
contained  shall be  construed  to prevent  such  access to person with whom any
tenant  normally  deals in the  ordinary  course of its  business,  unless  such
persons are engaged in illegal activities.  No tenant and no employee or invitee
of any tenant shall go upon the roof of the building.

     4. The  directory  of the  Building  will be provided  exclusively  for the
display of the name and  location of tenants  only,  and  Landlord  reserves the
right to exclude any other names therefrom.

     5. All cleaning and  janitorial  services for the Building and the Premises
shall be  provided  exclusively  through  Landlord,  and except with the written
consent of Landlord,  which  consent may be withheld by Landlord in its sole and
absolute discretion,  no person or persons other than those approved by Landlord
shall be employed by Tenant or  permitted  to enter the Building for the purpose
of  cleaning  the  same.  Tenant  shall  not  cause  any  unnecessary  labor  or
carelessness  or indifference to the good order and cleanliness of the Premises.
Landlord  shall  not in any way be  responsible  to any  tenant  for any loss of
property on the Premises,  however occurring,  or for any damage to any tenant's
property by the janitor or any other  employee or any other  person.  Janitorial
services will be provided a minimum of three days per week.

     6. Landlord shall furnish  Tenant,  free of charge,  with five keys to each
door  lock in the  Premises.  Landlord  may  make a  reasonable  charge  for any
additional keys.  Tenant shall not make or have made additional keys, and Tenant
shall not alter any lock or install a new additional lock or bolt on any door of
its Premises.  Tenant,  upon the  termination  of its tenancy,  shall deliver to
Landlord the keys of all doors which have been  furnished to Tenant,  and in the
event of loss of any keys so furnished, shall pay Landlord therefor.

     7. If Tenant  requires  telegraphic,  telephonic,  burglar alarm or similar
services,  it shall first obtain,  and comply with,  Landlord's  instructions in
their installation.

     8. No equipment,  materials,  furniture packages, supplies,  merchandise or
other  property  will be  received in the  Building or carried in the  elevators
except  between  such  hours  and in  such  elevators  as may be  designated  by
Landlord.

     9.  Tenant  shall not place a load  upon any  floor of the  Premises  which
exceeds  the load per square  foot which  such floor was  designed  to carry and
which is allowed by law. Landlord shall have the right to


                                      1                           (Initials)

<PAGE>


prescribe the weight, size and position of all equipment,  materials,  furniture
or other property brought into the building.  Heavy objects shall, if considered
necessary by Tenant,  stand on such  platforms as  determined  by Landlord to be
necessary to properly  distribute the weight.  Business  machines and mechanical
equipment  belong  to  Tenant,  which  cause  noise  or  vibration  that  may be
transmitted  to the  structure of the Building or to any space therein to such a
degree as to be  objectionable  to Landlord  or to any tenants in the  Building,
shall be placed and  maintained  by Tenant,  at Tenant's  expense,  on vibration
eliminators  or other devices  sufficient to eliminate  noise or vibration.  The
persons  employed  to move  such  equipment  in or out of the  Building  must be
acceptable to Landlord.  Landlord will not be responsible for loss of, or damage
to, any such equipment or other property from any cause,  and all damage done to
the Building by  maintaining or moving such equipment or other property shall be
repaired at the expense of Tenant.

     10. Tenant shall not use or keep in the Premises any kerosene,  gasoline or
inflammable or combustible fluid or material other than those limited quantities
necessary for the operation or maintenance of office equipment. Tenant shall not
use or permit to be used in the Premises any foul or noxious gas or substance or
any toxic or hazardous materials, or permit or allow the Premises to be occupied
or used in a manner offensive or objectionable to Landlord or other occupants of
the  Building by reason of noise,  odors or  vibrations,  nor shall Tenant bring
into  or keep in or  about  the  Premises  any  birds  or  animals  (other  than
seeing-eye animals).

     11.  Tenant shall not use any method of heating or air  conditioning  other
than that supplied by Landlord.

     12.  Tenant  shall not waste  electricity,  water or air  conditioning  and
agrees to cooperate  fully with Landlord to assure the most effective  operation
of  the  Building's  heating  and  air  conditioning  and  to  comply  with  any
governmental energy-saving rules, laws or regulations of which Tenant has actual
notice,  and shall refrain from  attempting to adjust  controls  other than room
thermostats installed for Tenant's use. Tenant shall keep corridor doors closed,
and shall close window coverings at the end of each business day.

     13. Landlord reserves the right,  exercisable  without liability to Tenant,
to change the name and street address of the Building.

     14.  Landlord  reserves the right to exclude from the Building  between the
hours of 6:00 p.m. and 7:00 a.m. the  following  day, or such other hours as may
be established from time to time by Landlord, and on Sundays and legal holidays,
any person  unless  that  person is known to the person or employee in charge of
the  Building  and  has a  pass  or is  properly  identified.  Tenant  shall  be
responsible  for all persons for whom is requests  passes and shall be liable to
Landlord for all acts of such persons.  Landlord shall not be liable for damages
for any error with regard to the admission to or exclusion  from the Building of
any person.  Landlord  reserves  the right to prevent  access to the Building in
case of invasion, mob, riot, public excitement or other commotion by closing the
doors or by other appropriate action.

     15. Tenant shall close and lock the doors of its Premises and entirely shut
off all water  faucets or other water  apparatus,  and  electricity,  gas or air
outlets  before  Tenant and its employees  leave the  Premises.  Tenant shall be
responsible  for any damage or injuries  sustained by other tenants or occupants
of the Building or by Landlord for noncompliance with this rule.

     16. In the event the Premises  include a balcony for use by Tenant,  Tenant
agrees not to allow the accessways to such balcony to remain open so as to cause
an  increase  in  utility  charges  as a  result  of  increased  heating  or air
conditioning  use. Landlord shall have the right to enter the Premises to assure
compliance with this provision.

     17. The toilet  rooms,  toilets,  urinals,  wash bowls and other  apparatus
shall not be used for any purpose other than that for which they are constructed
and no foreign  substances of any kind whatsoever  shall be thrown therein.  The
expense of any breakage, stoppage or

                                      2                           (Initials)

<PAGE>


damage  resulting  from the  violation of this rule shall be borne by the Tenant
who, or whose employees or invitees, shall have caused same.

     18.  Tenant shall not sell,  or permit the sale at retail,  of  newspapers,
magazines, periodicals, theater tickets or any other goods or merchandise to the
general  public on or on the  Premises.  Tenant shall not make any  room-to-room
solicitations  of business from other tenants in the Building.  Tenant shall not
use the  Premises  for any  business  or activity  other than that  specifically
provided for in Tenant's Lease.

     19. Tenant shall not install any radio or television  antenna,  loudspeaker
or other device on the roof or exterior walls of the Building.  Tenant shall not
interfere  with radio or  television  broadcasting  or reception  from or in the
Building or elsewhere.

     20. Tenant shall not mark, drive nails, screw or drill into the partitions,
woodwork  or  plaster or in any way deface  the  Premises  or any part  thereof.
Landlord reserves the right to direct electricians as to where and how telephone
and telegraph  wires are to be introduced to the Premises.  Tenant shall not cut
or bore holes for wires.  Tenant shall not affix any floor covering to the floor
of the  premises  in any manner  except as approved by  Landlord.  Tenant  shall
repair any damage resulting from noncompliance with this rule.

     21.  Tenant  shall not  install,  maintain or operate upon the Premises any
vending machines  without the written consent of Landlord,  which consent may be
withheld by Landlord in its sole and absolute discretion.

     22.  Canvassing,  soliciting  and  distribution  of  handbills or any other
written material,  and peddling in the Building are prohibited,  and each tenant
shall cooperate to prevent the same.

     23.  Landlord  reserves the right to exclude or expel from the Building any
person who, in Landlord's  judgment,  is  intoxicated  or under the influence of
liquor or drugs or who is in  violation of any of the Rules and  Regulations  of
the Building.

     24.  Tenant  shall  store all its trash and  garbage  within its  Premises.
Tenant shall not place in any trash box or receptacle  any material which cannot
be  disposed  of in the  ordinary  and  customary  manner of trash  and  garbage
disposal.  All  garbage and refuse  disposal  shall be made in  accordance  with
directions issued from time to time by Landlord.

     25. The Premises shall not be used for the storage of merchandise  held for
sale to the general public, or for lodging or for manufacturing of any kind, nor
shall the Premises be used for any unlawful,  improper, immoral or objectionable
purpose.  No cooking  shall be done or permitted by any tenant on the  Premises,
except that use by Tenant of  Underwriters'  Laboratory-approved  microwave  and
equipment for brewing coffee,  tea, hot chocolate and similar beverages shall be
permitted,  provided  that  such  equipment  and use is in  accordance  with all
applicable federal,  state, county and city laws, codes,  ordinances,  rules and
regulations.

     26.  Tenant  shall  not use in any  space  or in the  public  halls  of the
Building any hand trucks except those equipped with rubber tires and side guards
or such other material-handling  equipment as landlord may approve. Tenant shall
not bring any other vehicles of any kind into the Building.

     27. Without the written consent of Landlord,  which consent may be withheld
by Landlord in its sole and absolute  discretion,  Tenant shall not use the name
of the Building in connection  with or in promoting or advertising  the business
of Tenant except as Tenant's address.

     28. Tenant shall comply with all safety,  fire  protection  and  evacuation
procedures and regulations established by Landlord or any governmental agency.




                                      3                           (Initials)

<PAGE>



     29. Tenant assumes any and all  responsibility  for protecting its Premises
from theft, robbery and pilferage, which includes keeping doors locked and other
means of entry to the Premises closed.

     30.  Landlord  reserves  the  right  to  modify  and/or  adopt  such  other
reasonable and  nondiscriminatory  rules and regulations for the parking area as
it deems necessary for the operation of the parking area. Landlord may refuse to
permit any person who violates the within rules to park in the parking area, and
any  violation of the rules shall subject the car to removal.  Landlord  further
reserves  the  right  to  institute  a  system  of  charging  for  parking  on a
nondiscriminatory basis.

     31. Parking area hours shall be 6:00 a.m. to 11:00 p.m. Cars must be parked
entirely within the stall lines painted on the asphalt.  All  directional  signs
and arrows must be observed.  The speed limit shall be 5 miles per hour. Parking
is prohibited:  (a) in areas not striped for parking,  (b) in aisles,  (c) where
"no parking"  signs are posted,  (d) in such other areas as may be designated by
Landlord reserved for the exclusive use of others. Washing,  waxing, cleaning or
servicing  of any vehicle by anyone is  prohibited.  Tenant  shall  acquaint all
persons to whom Tenant assigns parking spaces for these Rules and Regulations.

     32. All  requests  by Tenant to  Landlord  for  services  or repairs  which
Landlord is required to furnish or make must be in writing and submitted only to
the authorized  property manager of the Project or Landlord's  designated agent.
Employees of Landlord shall not perform any work or do anything outside of their
regular duties unless under special instructions from Landlord,  and no employee
of Landlord will admit any person  (Tenant or  otherwise) to any office  without
specific instructions from landlord.

     33. Tenant shall not park its vehicles in any parking  areas  designated by
Landlord  as areas for parking by visitors  to the  Building.  Tenant  shall not
leave vehicles in the Building  parking areas overnight nor park any vehicles in
the Building parking areas other than automobiles,  motorcycles, motor driven or
non-motor driven bicycles or four-wheeled trucks.

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

     35.  These  Rules and  Regulations  are in  addition  to,  and shall not be
construed  to in any way  modify  or  amend,  in whole or in  part,  the  terms,
covenants,  agreements  and conditions of any lease of premises in the Building.
In the event of any conflict  between the terms and  conditions  of any lease of
premises  in the  Building  and  these  Rules  and  Regulations,  the  terms and
conditions of such lease shall control.

     36.  Landlord  reserves the right to change these Rules and Regulations and
to make such other  reasonable  rules and regulations  as, in its judgment,  may
from time to time be needed for safety and security, for care and cleanliness of
the Building and for the  preservation  of good order therein.  Tenant agrees to
abide by all such Rules and Regulations  hereinabove stated and any changes made
hereto or any additional rules and regulations, which are adopted.

     37.  Tenant shall be responsible for the observance of all of the foregoing
rules by Tenant's employees, agents, clients, customers, invitees and guests.

     38.  Landlord has designated The Lakes as NO SMOKING  buildings.  Tenant is
allowed to smoke only outside the building.


                                      4                           (Initials)

<PAGE>


     39. Parking area hours shall be 6:00 a.m. to 11:00 p.m. Cars must be parked
entirely within the stall lines painted on the asphalt.  All  directional  signs
and arrows must be observed.  The speed limit shall be 5 miles per hour. Parking
is prohibited:  (a) in areas not striped for parking,  (b) in aisles,  (c) where
"no parking"  signs are posted,  (d) in such other areas as may be designated by
Landlord reserved for the exclusive use of others. Washing,  waxing, cleaning or
servicing  of any vehicle by anyone is  prohibited.  Tenant  shall  acquaint all
persons to whom Tenant assigns parking spaces for these Rules and Regulations.

     40. All  requests  by Tenant to  Landlord  for  services  or repairs  which
Landlord is required to furnish or make must be in writing and submitted only to
the  authorized  property  manage of the  Project or any  Landlord's  designated
agent.  Employees of Landlord shall not perform any work or do anything  outside
of their regular duties unless under special instructions from Landlord,  and no
employee of Landlord  will admit any person  (tenant or otherwise) to any office
without specific instructions from landlord.

     41. Tenant shall not park its vehicles in any parking  areas  designated by
Landlord  as areas for parking by visitors  to the  building.  Tenant  shall not
leave vehicles in the Building  parking areas overnight nor park any vehicles in
the Building parking areas other than automobiles,  motorcycles, motor driven or
non-motor driven bicycles or four-wheeled trucks.

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

     43.  These  Rules and  Regulations  are in  addition  to,  and shall not be
construed  to in any way  modify  or  amend,  in whole or in  part,  the  terms,
covenants,  agreements  and conditions of any lease of premises in the Building.
In the event of any conflict  between the terms and  conditions  of any lease of
premises  in the  building  and  these  Rules  and  Regulations,  the  terms and
conditions of such lease shall control.

     44.  Landlord  reserves the right to change these Rules and Regulations and
to make such other  reasonable  rules and regulations  as, in its judgment,  may
from time to time be needed for safety and security, for care and cleanliness of
the Building and for the  preservation  of good order therein.  Tenant agrees to
abide by all such Rules and Regulations  hereinabove stated and any changes made
hereto or any additional rules and regulations, which are adopted.

     45. Tenant shall be responsible  for the observance of all of the foregoing
rules by Tenant's employees, agents, clients, customers, invitees and guests.



                                     5                           (Initials)

<PAGE>
                      Rider to Exhibit C-Rule & Regulation

All  terms of the  Exhibit  C Rules  and  Regulations  are  acceptable  with the
exception of these Revised terms:

1)   Section 6 & 7.
The tenant has the right,  at Tenant's  sole  expense,  to install an  automated
security system within the premises.

2)       Section 10.
Fuel may be stored in the outside generator's fuel tank.

3)       Section 19
The Tenant has the right, at Tenant's sole expense,  to install  antennae on the
roof for its internal communications system. The Tenant shall be responsible for
the costs of removal and repair of the area of the roof upon its vacation of the
Premises.

4)       Section 21
The tenant has the right, at Tenant's sole expense,  to install vending machines
within its premises.

5)       Section 26
The tenant may use regular handcarts with rubber wheels, no side guards.

6)       Section 28
The  Tenant  has  the  right,  at  Tenant's  sole  expense,  to  install  a fire
suppression system in file storage area.

The file storage  area will also  contain 3 small vaults for original  documents
storage.

7)       Section 38
The reference to "the Lakes" is deleted.

8)       Section 39-45
These sections are redundant.





              Initial_____                     Initial /s/ PWK
                                                       --------


              Initial_____                     Initial /s/ DSC
                                                       --------





<PAGE>





                                    EXHIBIT D

                               TENANT IMPROVEMENTS

(A) Landlord will perform,  at its sole cost and expense,  the work described in
the "Final  Plans" (as defined in this Exhibit D) (the  "Tenant  Improvements"),
and  shall  deliver  the  Premises  to  Tenant  with  the  Tenant   Improvements
substantially  completed,  subject  to  punchlist  items.  Within  fifteen  (15)
business days after Landlord  notifies Tenant of the  substantial  completion of
the Tenant  Improvements,  Tenant  shall  notify  Landlord,  in writing,  of any
punchlist items that remain to be completed. Landlord shall correct and complete
the items on such punchlist  promptly after such written notice from Tenant.  By
its execution of this Lease,  Tenant hereby  authorizes  Landlord to perform and
commence work on the Tenant Improvements  through contractors selected and under
the supervision and control of Landlord.  Without  limiting the generality,  the
Tenant  Improvements  shall include new paint  throughout,  installation  of new
walls, doors,  hardware and replacing the roll up doors with windows pursuant to
the plans and  specifications  included in the Space Plan and Working  Drawings.
All  electrical,  plumbing,  fire and life safety,  HVAC and mechanical  systems
shall be inspected by a licensed  contractor  and in good working order prior to
Early Occupancy Date.

(B) Landlord  and Tenant  hereby  approve the  preliminary  space plan  attached
hereto as Schedule A (the "Space Plan"),  which  identifies the initial scope of
the Tenant Improvements. Landlord will cause Landlord's architect to prepare and
deliver to Tenant for  Tenant's  approval,  plans,  specifications  and  working
drawings  for the  construction  of the Tenant  Improvements  shown on the Space
Plan,  in such form and  detail as may be  reasonably  required  by Tenant  (the
"Working Drawings").  Tenant shall not unreasonably withhold its approval of the
Working  Drawings and will  approve the same if the scope of work is  consistent
with the Space Plan.  Upon  approval of the final  Working  Drawings (the "Final
Plans") by Landlord and Tenant,  Landlord shall be deemed  authorized to perform
and commence work on the Tenant  Improvements in accordance with the Final Plans
through  contractors  selected and under the supervision and control of Landlord
utilizing  finishes  and  materials  provided in the Final  Plans.  Landlord and
Tenant  acknowledge  that  the  Space  Plan  contemplates  that  Landlord  shall
construct a computer  server room  ("Server  Room") in the Premises for Tenant's
use. Landlord agrees to install a temperature  controlled dedicated HVAC unit in
the Server Room for Tenant's use ("the  Supplemental  HVAC Unit"), in accordance
with the Final Plans; provided, however, in no event shall Landlord be obligated
to  pay  more  than  Three  Thousand  Five  Hundred  Dollars  ($3,500)  for  the
acquisition and installation of the  Supplemental  HVAC Unit. Any cost in excess
of said amount  incurred by landlord  shall be considered a Tenant Charge Order,
and shall be subject to the terms of Paragraph C below.

     Tenant  shall have  fifteen  (15)  business  days to review and approve the
Working  Drawings.  If Tenant  shall  take a longer  period  than  fifteen  (15)
business days and the Working  Drawings are consistent with the Space Plan, then
such additional period shall be deemed a "Tenant Delay."

(C) Tenant  acknowledges  its agreement that any change,  addition or alteration
requested by Tenant in the layout or  configuration of the Premises or in any of
the finishes  from that shown on the Space Plan may result in  additional  cost,
and that any reasonable cost to Landlord of  incorporating  any approved changes
to the Working Drawings shall be paid for by Tenant upon demand by Landlord.  If
Tenant  requests  any  change,  addition,  alteration  or deletion in the Tenant
Improvements  following  approval of the Working  Drawings,  then Landlord shall
promptly give Tenant a written estimate of the cost, if any, of the professional
and  other  services  required  to  prepare a change  order  and the time  delay
expected, if any, because of such request. If Tenant, in writing,  approves such
cost and/or delay,  then Landlord shall have the change order prepared,  and the
cost thereof shall be charged to Tenant.  The foregoing  charges  shall,  at the
election  of  Landlord,   be  paid  for  by  Tenant  prior  to  commencement  of
construction of the Tenant  Improvements or, if construction  thereof shall have
commenced,  at the election of Landlord, as a condition to Landlord's obligation
to  continue  construction  of the  Tenant  Improvements.  The  delay,  if  any,
associated with the change order request shall be deemed a Tenant Delay.

(D)  Landlord  shall steam clean the  existing  carpet in the  Premises.  Tenant
acknowledges  that Landlord does not need to replace the existing  carpet in the
Premises,  and that  Landlord  shall  have no  obligation  with  respect  to any
improvements in the Premises, except as expressly set forth in this Exhibit D.

(E) Landlord shall pay to Tenant, as an improvement  contribution,  an allowance
in an amount not to exceed  Thirty-Eight  Thousand Six Hundred Twenty  ($38,620)
("Tenant Allowance"),  which Tenant Allowance shall be used by Tenant solely for
Tenant's  telecommunications wiring costs.


6258.007/264449.3                     D-1                           (Initials)

<PAGE>

The  Tenant   Allowance   shall  be  payable   upon   completion   of   Tenant's
telecommunications  wiring (but in no event prior to the  Commencement  Date) as
evidenced  by written  certification  from Tenant and  reasonable  documentation
demonstrating the work performed and the applicable costs for such work.

(F) As used herein,  the term "Tenant  Delay" shall mean any delay that Landlord
may  encounter in the  performance  of  Landlord's  obligations  under the Lease
(including  this  Exhibit)  with  respect  to the  construction  of  the  Tenant
Improvements  because of any act or  omission  of Tenant or any of its agents or
employees  which are in breach of any of the terms and  provisions  of the Lease
(including this Exhibit),  including, without limitation,  delays due to changes
in the Space Plan and/or the Working Drawings,  or any delays due to the failure
by Tenant to pay any sums  required  by the terms of this  Exhibit to be paid to
Landlord.  If the number of days of Tenant Delay exceeds  thirty-five (35) days,
Landlord  shall have the right to terminate  this Lease unless  Tenant  provides
Landlord with reasonable  assurances of performance  under this Lease acceptable
to Landlord.

















6258.007/264449.3                     D-2                           (Initials)

<PAGE>



                                   SCHEDULE A

                                  TO EXHIBIT D

                                   SPACE PLAN



                                 (Plan Diagram)



















                                                                (Initials)
<PAGE>



                                 RIDER TO LEASE

                           Northpoint Commerce Center

     Notwithstanding  anything to the contrary  contained in that certain Lease,
dated  _________ __, 200__,  between SANTA ROSA NORTHPOINT  ASSOCIATES,  LLC, as
Landlord,  and NATIONAL BANK OF THE REDWOODS, as Tenant (the "Lease"),  Landlord
and Tenant hereby amend and supplement the Lease as  hereinafter  set forth.  In
the event of any conflict or inconsistency  between the Lease and this Addendum,
the terms of this  Addendum  shall control and prevail.  Capitalized  terms used
herein and not otherwise  defined shall have the meaning given said terms in the
Lease.

39.  RENEWAL OPTION.

     Tenant shall have the right to extend the Term of this Lease, one (1) time,
for one (1), three (3) year period if Tenant (i) gives  Landlord  written notice
of such  election  (the "Option  Notice") at least nine (9) months (the "Outside
Option Exercise Date") before the expiration of the Term of this Lease;  (ii) is
not in  default  under any  provision  of this  Lease on the date of giving  the
Option Notice; and (iii) is not in default of any provision of this Lease on the
date of the  expiration  of the  original  or then  current  Term of this Lease.
Subject  to  Landlord's  determination  of the  satisfaction  of  the  foregoing
conditions, Tenant's Option Notice, once given, shall be irrevocable. All of the
terms and  conditions of this Lease shall apply during the extension term (other
than any obligation to construction  Tenant Improvement  provided in this Lease,
which shall be  inapplicable).  The Base Rent for the extension term shall equal
to  ninety-five  percent  (95%)  of  the  fair  market  rental  value  as of the
Expiration  Date for the  occupancy of the Premises for the  permitted use under
this Lease,  determined using the "market comparison  approach"  described below
("Market Rent"), but in no event less than the then current Base Rent being paid
under this Lease. The determination of Market Rent shall be made as follows:


     (a) During the three (3) month period prior to the Outside Option  Exercise
Date (and whether or not Tenant has prior thereto  exercised its right to extend
the Term of this Lease), the parties shall make themselves  available to meet at
a mutually  agreeable  time and place to present  such  evidence as either party
desires in a good faith attempt to arrive at a mutually  acceptable Market Rent.
If the parties are unable to so agree on a mutually acceptable Market Rent on or
before the Outside Option  Exercise Date (the  "Arbitration  Date"),  and Tenant
elects (and is  otherwise  entitled) to exercise its right to extend the Term of
this Lease as hereinabove  provided,  the  determination of Market Rent shall be
arbitrated as follows:


     (b) Within ten (10) days after the Arbitration Date, each party, at its own
cost and by giving  notice  to the  other  party,  shall  appoint  a  California
licensed real estate broker with at least ten (10) years'  full-time  commercial
office leasing  experience in the Santa Rosa office leasing market,  to appraise
and determine  Market Rent. If, in the time  provided,  only one (1) party shall
give notice of appointment of an appraiser, the single appraiser appointed shall
determine the Market Rent. If two (2)  appraisers  are appointed by the parties,
the two (2) appraisers shall independently, and without consultation,  prepare a
written  appraisal of the Market Rent within ten (10) days. Each appraiser shall
seal its  respective  appraisal  after  completion.  After both  appraisals  are
completed, the resulting estimates of Market Rent shall be opened simultaneously
and compared.  If, in the time provided,  only one (1) appraiser  shall submit a
written  appraisal  of Market  Rent,  the Market  Rent shall be the Market  Rent
determined by said single broker.


     (c)  If the  values  of the  appraisals  differ,  and  the  parties  do not
otherwise then agree as to the determination of Market Rent, the two (2) brokers
shall designate a third appraiser, who shall be a licensed real estate appraiser
and a member of the American  Institute of Real Estate Appraisers or the Society
of  Real  Estate  Appraisers,  with at  least  ten  (10)  years'  experience  in
appraising fair market rental values in commercial office buildings in the Santa
Rosa market.  If the two (2) appraisers  have not agreed on the third  appraiser
after ten (10) days,  either Landlord or Tenant,  by giving ten (10) days notice
to the other party,  may apply to the then Presiding Judge of the Superior Court
of  San  Francisco  for  the  selection  of a  third  appraiser  who  meets  the
qualifications  set forth in subsection (2) above. The third appraiser,  however
selected,  shall be a person who has not  previously  acted in any  capacity for
either  party.  The third  appraiser  shall make an appraisal of the Market Rent
within thirty (30) days after selection and without  consultation with the first
two (2)  appraisers,  and shall  select  the  Market  Rent of one of the two (2)
appraisers that the third appraiser determines is closest, on a dollar basis, to
the Market Rent  determined by the third  appraiser.  The third  appraiser shall
have no right to determine,  modify or impose Market Rent other than as



6258.007/264449.3                     1                           (Initials)

<PAGE>

provided above.  Each party may submit written  material to the third appraiser,
with a copy to the other party, on the issue of Market Rent.


     (d) If the  determination  of the Market Rent is delayed  beyond the option
term  commencement,  Tenant shall pay Base Rent based on landlord's  estimate of
Market Rent until the  determination  of Market Rent  hereunder.  Following  the
determination  of the Market Rent, if Market Rent is determined to be other than
as  designated  by  Landlord,  there shall be  adjustment  made to the Base Rent
payment then due for the  difference  between the amount of Base Rent Tenant has
paid to Landlord since the option term  commencement  and the amount that Tenant
would have paid if the Base Rent as  adjusted  pursuant to this  subsection  had
been in effect as of the option term commencement.


     (e) Each party shall pay the fees and expenses of its own appraiser, and if
a third  appraiser  is selected or  necessary,  the party whose fair market rent
determinant  is not chosen shall pay one hundred  percent (100%) of the fees and
expenses of the third appraiser.


     (f) The  appraisers  shall  determine  the Market  Rent  using the  "market
comparison  approach,"  with the relevant  market being that for renewal tenants
occupying similar office space in the Santa Rosa office and business park market
as  of  the  option  term  commencement,  taking  into  consideration  location,
condition and the value of the  improvements  made by Landlord or which would be
owned by  Landlord  at the  expiration  of the  Lease to that of the  comparison
space.  The appraisers  shall  determine the Market Rent in accordance  with the
terms of this  Lease,  and shall not act as  advocates  for either  Landlord  or
Tenant.


     (g) The  appraisers  shall have no power to modify the  provisions  of this
Lease and this Rider,  and their sole function  shall be to determine the Market
Rent in accordance with this Rider.


     IN WITNESS WHEREOF,  the parties have executed this Rider as of this 22 day
of August, 2002


LANDLORD:                                                        TENANT:
--------                                                         ------

SANTA ROSA NORTHPOINT ASSOCIATES,               NATIONAL BANK OF THE REDWOODS, a
LLC, a California limited liability company     National Association

                                                By:      /s/ Patrick W. Kilkenny
By:   Nearon Enterprises, LLC,                  Name:    Patrick W. Kilkenny
      a California limited liability company    Its:     President & CEO
Its:  Managing Member

       By:   Nearon Enterprises, Inc.,
             a California corporation
       Its:  Manager

             By:  /s/ David S. Christensen
                  David S. Christensen
                  Co-President and
                  Chief Operating Officer






6258.007/264449.3                     2

<PAGE>

[ ORION LOGO ]


                   DISCLOSURE ADDENDUM FOR PROPOSALS TO LEASE
                              AND LEASE AGREEMENTS


Premises:  2170 Northpoint Parkway, Santa Rosa, California.

AGENCY: The following real estate brokers and brokerage  relationships  exist in
this transaction and are consented to by the parties.

           Orion Partners Ltd. [ ] represents the Lessor exclusively;
                     [ ] represents the Lessee exclusively;
     [x] represents both Lessor and Lessee in the capacity of a dual agent.


THE AMERICANS WITH  DISABILITIES ACT: Lessors and Lessee of real property may be
subject to the  requirements  of the Americans  with  Disabilities  Act ("ADA").
Among other things,  this act is intended to make many  business  establishments
equally  accessible  to persons  with a variety of  disabilities.  Under US Law,
remodeling and other  modifications to real property may be required.  State and
local laws may also mandate changes.  Orion Partners Ltd. and its agents are not
qualified  to advise you as to what,  if any,  changes  may be  required  to the
Premises or building,  now or in the future, and the costs associated therewith.
Lessors  and  Lessees  should   consult  legal  counsel  and  qualified   design
professionals of their choice for information regarding these matters. Lessee is
responsible for conducting its own independent investigation of these issues.

HAZARDOUS   MATERIALS:   Various  materials  utilized  in  the  construction  of
improvements  to  property  may contain  materials  that have been or may in the
future be determined to be toxic, hazardous, or undesirable. These materials may
need to be specially  handled or removed from the  property.  For example,  some
electrical  transformers  and other  electrical  components  can  contain  PCBS.
Asbestos  has  been  used  in a wide  variety  of  building  components  such as
fire-proofing,  air  duct  insulation,  acoustical  tiles,  spray-on  acoustical
materials,  linoleum, floor ties, and plaster. Due to current or prior uses, the
property  or  improvements  may  contain  materials  such as  metals,  minerals,
chemicals,   hydrocarbons,   biological  or  radioactive  materials,  and  other
substances which are considered, or in the future may be determined to be, toxic
wastes,  hazardous materials, or undesirable substances.  Such substances may be
in above-ground and below-ground containers on the property or may be present on
or in soils, water,  building  components,  or other portions of the property in
areas that may not be accessible or noticeable.

Current and future  federal,  state,  and local laws and regulations may require
the clean-up of such toxic,  hazardous,  or undesirable materials at the expense
of those  persons who in the past,  present,  or future have had any interest in
property including, but not limited to, current past and future owners and users
of the  property.  The  parties are advised to consult  with  independent  legal
counsel of their choice to determine  the  potential  liability  with respect to
toxic, hazardous, or undesirable materials. The parties should also consult with
such legal counsel to determine what provisions regarding toxic,  hazardous,  or
undesirable  materials they may wish to include in purchase and sale agreements,
leases,  options,  and other legal  documentation  related to transactions  they
contemplate entering into with respect to the property.

The real estate  salespersons  and brokers in this transaction have no expertise
with respect to toxic wastes,  hazardous materials,  or undesirable  substances.
Proper  inspections  of the  property  by  qualified  experts  are  an  absolute
necessity to determine  whether or not there are any current or potential  toxic
wastes,  hazardous materials,  or undesirable  substances in or on the property.
The real estate  salespersons and brokers in this transaction have not made, nor
will make,  any  representations,  either  expressed or implied,  regarding  the
existence or nonexistence of toxic wastes,  hazardous materials,  or undesirable
substances in or on the property.  Problems  involving  toxic wastes,  hazardous
materials,  or undesirable  substances can be extremely costly to correct. It is
the  responsibility  of the parties to retain qualified experts to deal with the
detection and correction of such matters.

The parties are directed to seek further information concerning any and all
future correctional measures, if any, from appropriate governmental agencies.

To the best of Lessor's knowledge, Lessor has attached to this Disclosure copies
of all existing surveys and reports known to Lessor regarding asbestos and other
hazardous  materials  including  underground  tanks and  undesirable  substances
related to the Property. Lessors are required under California Health and Safety
Code Section 25915 et seq. To disclose reports and surveys regarding asbestos to
certain persons, including their employees, contractors,  co-workers, purchasers
and tenants.  Lessees have similar disclosure  obligations.  Lessors and Lessees
have additional  hazardous materials  disclosure  responsibilities to each other
under  California  Health and Safety Code Section  25359.7 and other  California
laws. Consult your attorney regarding this matter.

FLOOD DISCLOSURE:  If the premises is located in a Federally Designed Flood Zone
the real and personal  property of Lessee  situated on or in the Premises is not
protected by the hazard  insurance  policy for the  property  carried by Lessor.
Lessee is responsible  for  investigating  the Flood Zone status of the Premises
and obtaining insurance to cover Lessee's property if it so desires.

ZONING/USE:  Prior to executing a lease,  Lessee is responsible  for determining
the zoning  applicable  to the property and  Premises  allows  Lessee to use the
property for its intended use of business,  and that all building codes, parking
requirements,  and other governmental  requirements,  improvements required, and
permits necessary have been met or are available to Lessee.  Orion Partners Ltd.
has made no  representations,  except in writing,  if any, concerning the zoning
and allowable use of the Premises and any requirements  that may be imposed upon
lessee by any governmental  agency.  If Lessee's use of the Premises  requires a
Use Permit or other permits from a governmental  authority it could take several
months to obtain same,  and Lessee may still be  responsible  fro the payment of
rent and other charges whether or not such permits are ultimately obtained.



                                                               (Initials)


<PAGE>


Disclosure Addendum
Page 2 of 2





MEASUREMENT  OF THE  PREMISES:  Determination  of square  footage or size of the
Premises is not an exact  science.  Lessors  and  Lessees  and their  respective
representatives  may use different  standards and  conventions  in measuring the
Premises. Lessee is responsible for measuring the Premises and satisfying itself
prior to execution of the lease that the size of the premises is  acceptable  to
lessee for the amount of rent it has bargained for. Orion Partners Ltd. Does not
guarantee the  measurements or size  represented in its  advertising  brochures,
drawings or marketing flyers.

UTILITIES:  Prior to execution of a lease, Lessee should satisfy itself that the
Premises  contains the necessary  utility services and capacities  necessary for
Lessee to operate its business at the Premises.

ALQUIST-PRIOLO  SPECIAL  EARTHQUAKE  FAULT ZONING ACT. The property and Premises
described above (check which box applies) [ ] is; [ ] is not; [x] may or may not
be situated in an Earthquake Fault Zone as designated  under the  Alquist-Priolo
Earthquake  Fault Zoning Act,  Sections  2621-2630  inclusive of the  California
Public  resources  Code;  and, as such the  construction  of  development on the
property of any structure for human  occupancy may be subject to the findings of
a  geologic  report  prepared  by a  geologist  registered  with  the  State  of
California,  unless such report is waived by the city or county  under the terms
of that Act. No  representations on this subject are made by Orion Partners Ltd.
or its agents or  employees  and the  Lessee is advised to make its own  inquiry
into this situation prior to entering into a lease agreement.

FLOOD HAZARD AREA DISCLOSURE. The subject property may be situated in a "Special
Flood Hazard Area" as set forth on a Federal Emergency  Management Agency (FEMA)
"Flood Insurance Rate Map" (FIRM) or "Flood Hazard Boundar Map" (FHBM).  The law
provides that, as a condition of obtaining  financing on most structures located
in a "Special  Floods Hazard Area",  lender  requires flood  insurance where the
property or its attachments  are security for a loan.  Buyer should consult with
experts concerning the possible risk of flooding.

The undersigned  acknowledge  that they have read and understand this disclosure
and have received a copy.


LESSSOR                                         LESSEE


/s/ David S. Christensen                        /s/ Patrick W. Kilkenny
    --------------------                        -----------------------
                                                President, CEO

Date:  Sept 6, '02                              Date:  August 22, 2002
       -----------                                     ---------------















                                                               (Initials)