**FIRST
      AMENDMENT**





**THIS**  **FIRST
      AMENDMENT** (this
“ **Amendment** ”)
      is
      made and entered into as of March 9, 2006 for reference purposes only, by and
      between **PAOC,
      LLC, a Delaware limited liability company** (“ **Landlord** ”),
      and **BRIDGE
      BANK OF SILICON VALLEY N.A., a federally chartered national bank** (“ **Tenant** ”).





**RECITALS**





A.
            Landlord
                (as successor in interest to C.M Capital Corporation, a California
                corporation) and Tenant are parties to that certain lease dated October
                15, 2001 and accompanied by an Addendum of the same date (collectively,
                the “**Lease**”).
                Pursuant to the Lease, Landlord has leased to Tenant space currently
                containing approximately 2,975 rentable square feet (the “**Original
                Premises**”)
                described as Suite Nos. 101 and 103 on the first floor of the building
                commonly known as the Palo Alto Office Center located at 525 University
                Avenue, Palo Alto, California (the “**Building**”).





B.
            Tenant
                and Landlord have agreed to relocate Tenant from the Original Premises
                to
                space containing approximately**6,495**rentable square feet described as Suite No. 31 of the Building, as
                shown
                on**Exhibit A**hereto (the “**Substitution
                Space**”),
                and that the Lease be appropriately amended on the following terms
                and
                conditions.





C.
            The
                Lease by its terms shall expire on November 30, 2006 (the “**Prior
                Termination Date**”),
                and the parties desire to extend the Term of the Lease, all on the
                following terms and conditions.





**NOW,
      THEREFORE,** in
      consideration of the mutual covenants and agreements herein contained and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Landlord and Tenant agree as follows:





1.
            **Substitution
                Space.**





(a)  Effective
      as of the Substitution Effective Date (defined below), the Substitution Space
      is
      substituted for the Original Premises and, from and after the Substitution
      Effective Date, the “Premises”, as defined in the Lease and as used herein,
      shall be deemed to mean the Substitution Space containing approximately **6,495** rentable
      square feet and described as Suite No. 31 of the Building.





(b)  Subject
      to Section 8 below, the Term (“ **Substitution
      Space Term** ”)
      for
      the Substitution Space shall commence on February 1, 2007 (the “ **Substitution
      Effective Date** ”)
      and
      end on the Extended Termination Date (defined below). The Substitution Space
      is
      subject to all the terms and conditions of the Lease except as expressly
      modified herein and except that Tenant shall not be entitled to receive any
      allowances, abatements or other financial concessions granted with respect
      to
      the Original Premises unless such concessions are expressly provided for herein
      with respect to the Substitution Space. Effective as of the Substitution
      Effective Date, the Lease shall be terminated with respect to the Original
      Premises, and the “Premises”, as defined in the Lease and as used herein shall
      mean the Substitution Space. Tenant shall vacate the Original Premises as of
      the
      date that is not later than seventy-five (75) days following the Substitution
      Effective Date (such date that Tenant is required to vacate the Original
      Premises being referred to herein as the “ **Original
      Premises Vacation Date** ”)
      and
      return the same to Landlord in “broom clean” condition and otherwise in
      accordance with the terms and conditions of the Lease, as amended hereby;
      provided however that in the event that Tenant is delayed in occupying in
      Substitution Space due to a Force Majeure Event (defined below), Tenant shall
      be
      entitled to delay the Original Premises Vacation Date for a period not to exceed
      thirty (30) days so long as Tenant provides Landlord with written notice of
      the
      need for such delay and documentation reasonably satisfactory to Landlord
      evidencing such Force Majeure Event prior to the expiration of such seventy-five
      (75) day period. Notwithstanding anything to the contrary contained herein,
      if
      the Original Premises Vacation Date is subsequent to the Substitution Effective
      Date (such period commencing on the Substitution Effective Date and ending
      on
      the Original Premises Vacation Date is referred to herein as the “ **Vacation
      Period** ”),
      then
      during the Vacation Period, Tenant shall comply with all terms and provisions
      of
      the Lease, as amended hereby, with respect to the Original Premises as though
      the Original Premises were still deemed part of the Premises hereunder, and
      Tenant shall pay Rent with respect to the Original Premises during the Vacation
      Period in accordance with the Lease, as amended hereby. Following the Vacation
      Period, Tenant’s obligation for payment of Rent shall be determined in
      accordance with Section 12 below. As used herein, a “ **Force
      Majeure Event** ”
shall
      mean an act of God, shortage of labor or materials, war, terrorist act or civil
      disturbance; provided that a delay cause by a Force Majeure Event shall not
      include any delay in obtaining any permits or other governmental approvals
      with
      respect to the Substitution Space and/or the Tenant Improvements (as defined
      in **Exhibit
      B** attached
      hereto). Tenant shall provide Landlord with not less than ten (10) business
      days’ prior written notice of the date Tenant reasonably anticipates that Tenant
      will vacate the Original Premises pursuant to this Section
      1(b).


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(c)  The
      Substitution Effective Date shall be delayed to the extent that Landlord fails
      to deliver possession of the Substitution Space for any reason, including but
      not limited to, holding over by prior occupants  and Landlord
      shall use commercially reasonable efforts to obtain timely possession of the
      Substitution Space. Any such delay in the Substitution Effective Date shall
      not
      subject Landlord to any liability for any loss or damage resulting therefrom.
      If
      the Substitution Effective Date is delayed, the Extended Termination Date shall
      be similarly extended.





(d)  Upon
      written notice from Tenant, Landlord shall use commercially reasonable efforts
      to facilitate access to the Substitution Space by Tenant prior to the
      Substitution Effective Date solely for preliminary space planning purposes;
      provided that any such access to the Substitution Space shall be subject to
      the
      prior written consent of Citibank (as defined in Section 8 below), any
      conditions imposed thereon by Citibank, and the remaining terms of this Section
      1(d). Tenant hereby acknowledges and agrees that during such time that Tenant
      and Tenant’s Agents have early access to the Substitution Space pursuant to this
      Section, neither Landlord nor any Landlord’s Agents shall be directly or
      indirectly liable to Tenant or any other person and Tenant hereby waives any
      and
      all claims, known or unknown, against and releases Landlord and Landlord’s
      Agents from any and all claims arising as a consequence of or related to (a)
      access to the Substitution Space by Tenant and any Tenant’s Agents prior to the
      Substitution Effective Date, (b) Tenant’s inability to access the Substitution
      Space, including without limitation as a result of any refusal by Citibank
      to
      grant such access to Tenant or Tenant’s Agents, and (c) any and all losses,
      claims, damages, costs or expenses sustained by Tenant, any Tenant’s Agents or
      any third party resulting from any other act or omission (regardless of whether
      same constitutes negligence) of Citibank, its agents, employees and contractors.
      Tenant shall be liable for and Tenant’s indemnity obligation pursuant to
      Paragraph 7(b) of the Lease shall apply to any Losses relating to or arising
      from any access to the Substitution Space by Tenant and any Tenant’s Agents
      pursuant to this Section 1(d).





2.  **Extension.** The Term
      of the Lease is hereby extended for a period of eighty-six (86) months and
      shall
      expire on January 31, 2014 (the “ **Extended
      Termination Date** ”),
      unless sooner terminated in accordance with the terms of the Lease. That portion
      of the Term commencing December 1, 2006 (the “ **Extension
      Date** ”)
      and
      ending on the Extended Termination Date shall be referred to herein as the
      “ **Extended
      Term** ”.


2




3.
            **Base
                Rent****.******





(a)  **Original
      Premises Through the Original Premises Vacation Date.** Base
      Rent (subject to adjustments pursuant to Section 3(d) below), Monthly,
      Additional Rent, Additional Rent and all other charges under the Lease shall
      be
      payable as provided therein with respect to the Original Premises through and
      including the Original Premises Vacation Date.




(b)  **Substitution
      Space From the Substitution Effective Date.** As of
      the Substitution Effective Date, the schedule of Base Rent payable with respect
      to the Substitution Space during the first twelve (12) months of the
      Substitution Space Term is the following, subject to adjustments pursuant to
      Section 3(d) below:





**Period**
            **Monthly
                Rate**
              **Per
                Square Foot**
            **Annual**
              **Base
                Rent**
            **Monthly**
              **Base
                Rent**Substitution
                Effective Date - Month 12
            $4.50
            $350,730.00
            $29,227.50




(c)  Notwithstanding
      anything in the Lease or this Amendment to the contrary, so long as Tenant
      is
      not in default under the Lease, as amended hereby, Tenant shall be entitled
      to
      an abatement of Base Rent in the amount of $29,227.50 (the “ **Abated
      Base Rent** ”)
      and
      Tenant’s percentage share of Operating Expenses, in each case solely with
      respect to the Substitution Space (collectively, the “ **Abated
      Rent** ”),
      for
      the first two (2) full calendar months of the Substitution Space Term (the
      “ **Rent
      Abatement Period** ”).
      In
      addition, in the event the Substitution Effective Date occurs prior to February
      1, 2007 pursuant to Section 8 below, following the expiration of the Rent
      Abatement Period, Tenant shall be entitled to an additional abatement of Base
      Rent and Tenant’s percentage share of Operating Expenses (in each case, solely
      with respect to the Substitution Space) equal to seven (7) days of the sum
      of
      (i) the Base Rent payable for the Substitution Space, in the amount of $974.25
      per day, and (ii) Tenant’s percentage share of Operating Expenses for the
      Substitution Space, prorated on a per diem basis, for every thirty (30) day
      period between the actual Substitution Effective Date and February 1, 2007
      (the
“ **Early
      Commencement Abated Rent** ”).
      By
      way of example only, if in accordance with Section 8 below, the Substitution
      Effective Date is October 1, 2006, then commencing as of January 1, 2007, Tenant
      shall be entitled to twenty-one (21) days of Early Commencement Abated Rent
      in
      an amount equal to $20,459.25 plus Tenant’s percentage share of Operating
      Expenses for the Substitution Space that would otherwise be payable during
      such
      21-day period. If Tenant defaults at any time during the original Term or the
      Extended Term and fails to cure such default within any applicable notice and
      cure period under the Lease, as amended hereby, all Abated Rent and any Early
      Commencement Abated Rent shall immediately become due and payable. The payment
      by Tenant of the Abated Rent and any Early Commencement Abated Rent in the
      event
      of a default shall not limit or affect any of Landlord's other rights, pursuant
      to the Lease, as amended hereby, or at law or in equity. Only Base Rent and
      Tenant’s percentage share of Operating Expenses for the Substitution Space shall
      be abated as set forth above, and Base Rent and Monthly Additional Rent for
      the
      Original Premises, and all other Additional Rent payable pursuant to the Lease,
      as amended hereby, shall remain as due and payable pursuant to the provisions
      of
      the Lease, as amended hereby.


3




(d)  Commencing
      as of the first anniversary of the Substitution Effective Date and continuing
      during each subsequent anniversary of the Substitution Effective Date during
      the
      Substitution Space Term (each, an “ **Adjustment
      Date** ”),
      Base
      Rent for the Substitution Space shall be adjusted in accordance with Paragraph
      4(e) of the Lease; provided that during such period, (i) the definition of
      “ **Adjustment
      Date** ”
set
      forth in Paragraph 4(e) of the Lease shall be deleted in its entirety and replaced with
      the definition of Adjustment Date set forth in this Section 3(d), and (ii)
      the
      definition of “ **Beginning
      Index** ”
set
      forth in Paragraph 4(e)
      of
      the Lease as to the first Adjustment Date of the Substitution Space Term shall
      be amended to be the CPI Index most recently published prior to the Substitution
      Effective Date. Notwithstanding the forgoing, if the Original Premises Vacation
      Date is subsequent to the Extension Date, Base Rent for the Original Premises
      shall be subject to adjustment pursuant to Paragraph 4(e) of the Lease, without
      reference to the above set modifications with respect to the definitions of
      Adjustment Date and Beginning Index.





4.  **Additional
      Security Deposit.** No
      additional security deposit shall be required in connection with this Amendment.





5.  **Tenant’s
      Percentage Share.** For the
      period commencing with the Substitution Effective Date and ending on the
      Extended Termination Date, Tenant’s percentage share for the Premises is amended
      to be **3.81%** .





6.  **Operating
      Expenses.**




(a)  **Original
      Premises.** Until
      the Original Premises Vacation Date, Tenant shall pay Monthly Additional Rent
      applicable to the Original Premises in accordance with the terms of the Lease,
      as amended hereby.




(b)  **Substitution
      Space From Substitution Effective Date Through Extended Termination
      Date.** For the
      period commencing with the Substitution Effective Date and ending on the
      Extended Termination Date, Tenant shall pay Monthly Additional Rent applicable
      to the Substitution Space in accordance with the terms of the Lease, as amended
      hereby.





7.  **Improvements
      to Substitution Space.**




(a)  **Condition
      of Substitution Space.** Tenant
      has inspected the Substitution Space and agrees to accept the same “as is”
without any agreements, representations, understandings or obligations on the
      part of Landlord to perform any alterations, repairs or improvements, except
      as
      may be expressly provided in this Amendment. Tenant hereby acknowledges and
      agrees that Landlord shall have no obligation to remove the vault currently
      existing in the Substitution Space. Notwithstanding anything to the contrary
      set
      forth in the Lease, as amended hereby, except to the extent caused by Tenant
      or
      any of the Tenant’s Agents, the base Building electrical, heating, ventilation
      and air conditioning, mechanical and plumbing systems servicing the Substitution
      Space shall be in good and working order as of the date
      Landlord delivers possession of the Substitution Space to Tenant .
      If the
      foregoing are not in good and working order as provided above, Landlord shall
      be
      responsible for repairing or restoring same at its cost and expense, provided
      that Tenant has delivered written notice thereof to Landlord not later than
      thirty (30) days following the date substantially completes the Tenant
      Improvements with respect to the Substitution Space. Notwithstanding the
      foregoing, Tenant, and not Landlord, shall be responsible, at its cost, for
      any
      repairs or the correction of any defects that arise out of or in connection
      with
      the specific nature of Tenant’s business, the acts or omissions of Tenant or any
      Tenant’s Agents, Tenant’s arrangement of any furniture, equipment or other
      property in the Substitution Space, any repairs, alterations, additions or
      improvements performed by or on behalf of Tenant including the Tenant
      Improvements (defined below), and any design or configuration of the
      Substitution Space created by or for Tenant which specifically results in the
      need for such repair to the correction of such defect in the base Building
      systems in the Substitution Space.


4




(b)  **Responsibility** **for** **Improvements to Substitution Space.** T enant
      may
      perform alterations and improvements to the Substitution Space in accordance
      with **Exhibit B** attached
      hereto (the “ **Tenant
      Improvements** ”)
      and
      Tenant shall be entitled to an improvement allowance in connection with such
      work as more fully described in **Exhibit B** .
      Upon
      full execution of this Amendment by the parties hereto, Tenant shall proceed
      with due diligence to obtain all permits and any other required governmental
      approvals with respect to the Tenant Improvements so long as such permits shall
      remain valid until the outside date that the Substitution Space may be delivered
      to Tenant and Tenant may substantially complete the Tenant Improvements in
      accordance with this Amendment. Notwithstanding anything to the contrary set
      forth in the Lease, in the event that as a result of the construction of any
      Standard Office Improvements (defined below), any alterations, additions or
      improvements are necessary to comply with Laws (as defined in Section 9(a)
      below) (collectively, the “ **Compliance
      Modifications** ”)
      with
      respect to (i) the common areas of the Building, including any base Building
      mechanical, electrical, plumbing or fire/life safety systems (the “ **Common
      Areas** ”),
      or
      (ii) the Substitution Space, Tenant shall not be required to perform such
      Compliance Modifications except as provided below. Accordingly, except as
      provided below, in the event that, as a result of the construction of any
      Standard Office Improvements, any Compliance Modifications are required to
      the
      Common Areas or the Substitution Space to comply with Laws, Landlord, at
      Landlord's expense (except to the extent properly included in Operating
      Expenses), shall be responsible for performing such Compliance Modifications,
      if
      any. Landlord shall have the right to contest any alleged violation of Laws
      in
      good faith, including, without limitation, the right to apply for and obtain
      a
      waiver or deferment of compliance, the right to assert any and all defenses
      allowed by Law and the right to appeal any decisions, judgments or rulings
      to
      the fullest extent permitted by Law. Landlord, after the exhaustion of any
      and
      all rights to appeal or contest, will make any Compliance Modifications
      necessary to comply with the terms of any final order or judgment.  Notwithstanding
      the foregoing, (i) Tenant, not Landlord, shall be responsible for compliance
      with Title 24 of the California Code of Regulations (“ **Title
      24** ”)
      with
      respect to the Substitution Space and shall perform any Compliance Modifications
      to the Substitution Space that are required by Title 24, and (ii) Tenant, not
      Landlord, shall perform at its sole cost any Compliance Modifications related
      to
      (A) any Tenant Improvements that do not constitute Standard Office Improvements,
      and (B) any future alterations, additions or improvements performed by or on
      behalf of Tenant. As used herein “ **Standard
      Office Improvements** ”
shall
      mean the Tenant Improvements described on the Space Plans (as defined in **Exhibit
      B** ),
      as of
      the date of this Amendment and any other Tenant Improvements that are Building
      standard office improvements substantially the same as the Tenant Improvements
      shown on the Space Plans as of the date hereof and approved by Landlord in
      accordance with **Exhibit
      B** .
      Nothing
      contained herein shall be deemed to modify, diminish or excuse Tenant’s
      obligation to perform the Tenant Improvements in compliance with Laws and
      otherwise in accordance with **Exhibit
      B** .





8.  **Early
      Availability** .
      Tenant
      acknowledges that the Substitution Space is currently leased by Landlord (as
      successor in interest to CM Capital Corporation) to Citibank (West), FSB
      (“ **Citibank** ”)
      pursuant to the terms of a lease dated January 2, 1997, as the same may be
      amended from time to time (the “ **Existing
      Lease** ”).
      Notwithstanding anything herein to the contrary, if the Existing Lease
      terminates (or Citibank’s right to possession is terminated) prior to its stated
      expiration date, Landlord, at its option, may provide Tenant with written notice
      of such prior termination (the “ **Prior
      Termination Notice** ”).
      If
      Landlord provides Tenant with a Prior Termination Notice, the Substitution
      Effective Date shall be accelerated to be the date Landlord delivers possession
      of the Substitution Space to Tenant; provided that notwithstanding the
      foregoing, in no event shall the Substitution Effective Date be earlier than
      the
      date that is the later of (a) June 1, 2006 or (b) sixty (60) days following
      the
      date Landlord delivers a Prior Termination Notice to Tenant.


5


9. Signage **.**




(a)  As
      of the
      Substitution Effective Date, Tenant shall remove, at its sole cost and expense,
      its existing sign located on the Building (the “ **Existing
      Sign** ”)
      and,
      upon removal of Citibank’s signs by Landlord at its sole cost, install new signs
      (collectively, the “ **Building
      Signage** ”)
      on to
      the portions of the Building in which Citibank’s signs are currently located, as
      depicted on **Exhibit
      C-1** attached
      hereto (the “ **Substitution
      Space Sign Location** ”),
      which
      removal and installation shall be subject to the terms of this Section 9. The
      general approved sign specifications for the New Signs are set forth on **Exhibit
      C-2** attached
      hereto. The exact location of the Building Signage shall be subject to all
      applicable federal, state and local laws, ordinances, codes, rules and
      regulations (collectively, “ **Laws** ”)
      and
      Landlord’s prior written approval (if the location or specifications must be
      changed to comply with such Laws), which approval shall not be unreasonably
      withheld, provided that the location does not unreasonably detract from the
      first-class quality of the Building. Such right to Building Signage is personal
      to Tenant (and any bank to which Tenant assigns the Lease with Landlord’s
      approval pursuant to Paragraph 14 of the Lease (a “ **Bank**  **Transferee** ”))
      and
      is subject to the following terms and conditions: (i) Tenant shall submit plans
      and drawings for the Building Signage to the City of Palo Alto and to any other
      public authorities having jurisdiction and shall obtain written approval from
      each such jurisdiction prior to installation, and shall fully comply with all
      applicable Laws; (ii) Tenant shall, at Tenant’s sole cost and expense, design,
      construct and install the Building Signage; (iii) the Building Signage shall
      be
      subject to Landlord’s prior written approval (except for such approval that has
      been granted above), which shall not be unreasonably withheld or delayed; and
      (iv) Tenant shall maintain the Building Signage in good condition and repair,
      and all costs of maintenance and repair shall be borne by Tenant. Maintenance
      shall include, without limitation, cleaning at reasonable intervals. Tenant
      shall be responsible for any electrical energy used in connection with the
      Building Signage. Tenant must adhere to Landlord’s Building rules as previously
      agreed to regarding the installation of the Building Signage (i.e. Building
      Signage shall not be attached directly onto the Building exterior granite).
      At
      Landlord’s option, Tenant’s right to the Building Signage may be revoked and
      terminated upon occurrence of any of the following events: (A) Tenant shall
      be
      in default under the Lease beyond any applicable cure period; (B) Tenant
      occupies less than the entire Premises (unless Tenant or a Bank Transferee
      occupies the balance of the Premises); or (C) the Lease shall terminate or
      otherwise no longer be in effect.




(b)  Tenant
      shall promptly repair, at its sole cost and expense, any damage to the Building
      as a result of Tenant’s removal of the Existing Sign and restore the Building to
      its condition existing prior to the installation of the Existing Sign; provided,
      however, Tenant need not replace the mullions to which the Existing Sign is
      attached as long as Tenant shall reasonably patch the screw holes in such
      mullions which were used to attach the Existing Sign. Upon the expiration or
      earlier termination of the Lease or at such other time that Tenant’s signage
      rights are terminated pursuant to the terms hereof, if Tenant fails to remove
      the Exiting Sign and/or the Building Signage and repair the Building in
      accordance with the terms of this Section, Landlord shall have the right, but
      not the obligation, to cause the Existing Sign and/or the Building Signage,
      as
      applicable, to be removed from the Building and the Building to be repaired
      and
      restored to the condition which existed prior to the installation of the
      Existing Sign and/or Building Signage (including, if necessary, the replacement
      of any precast concrete panels if Tenant made holes in such panels), as
      applicable. Such work shall be performed at the sole cost and expense of Tenant
      and otherwise in accordance with the Lease, as amended hereby, without further
      notice from Landlord notwithstanding anything to the contrary contained in
      the
      Lease, as amended hereby; provided, however, that the mullions to which the
      Existing Sign and/or the Building Signage is attached shall not be replaced
      and
      the screw holes in such mullions which were used to remove and/or attach the
      Existing Sign and/or the Building Signage shall be reasonably patched). Tenant
      shall pay all costs and expenses for such removal and restoration within five
      (5) days following delivery of an invoice therefor.


6




(c)  The
      rights provided in this Section 9 shall be non-transferable, except to a Bank
      Transferee, unless otherwise agreed by Landlord in writing in its sole
      discretion.


10. **Parking** **.**


(a)  Effective
      as of the Substitution Effective Date, the number of non-exclusive parking
      spaces in the parking garage for the Building (the “ **Parking
      Garage** ”)
      allocated to Tenant pursuant to the Lease shall be amended to be eighteen (18)
      unreserved parking spaces on levels B, C and C1 (the “ **General
      Parking Spaces** ”).
      Upon
      not less than thirty (30) days prior written notice to Landlord and subject
      to
      Tenant’s obligation to pay any monthly charge for such reserved spaces as set
      forth below, Tenant may exchange (i) up two (2) of the Paid General Parking
      Spaces (defined below) for up to two (2) reserved parking spaces on level B-1
      of
      the Parking Garage, as depicted on **Exhibit
      D** attached
      hereto (the “ **Level
      B-1 Reserved Spaces** ”)
      and
      (ii) up to four (4) Paid General Parking Spaces for up to four (4) reserved
      parking spaces on level A (“ **Level
      A Reserved Spaces** ”).
      The
      Level B-1 Reserved Spaces and the Level A Reserved Spaces are collectively
      referred to herein as the “ **Reserved
      Spaces** ”.
      The
      parking spaces allocated to Tenant hereunder are collectively referred to as
      the
“ **Parking
      Spaces** ”).
      Tenant’s use of the Parking Spaces shall be in common with other tenants of the
      Building and tenants of the building located adjacent to the Building (subject
      to Tenant’s rights with respect to any Reserved Spaces), upon reasonable terms
      and conditions as may be established from time to time by Landlord. During
      the
      Substitution Space Term, there shall be no charge for Tenant’s use of seven (7)
      of the General Parking Spaces. Tenant shall pay as Additional Rent the standard
      rate for the remaining eleven (11) General Parking Spaces (“ **Paid
      General Parking Spaces** ”)
      (or so
      many thereof that are not exchanged for Reserved Space in accordance with this
      Section) and for any Level A Reserved Spaces and Level B-1 Reserved Spaces.
      The
      current rate for the General Parking Spaces is $100.00 per month per Parking
      Space, $110.00 per month per Level B-1 Reserved Space, and $120.00 per month
      per
      Level A Reserved Space, subject to adjustment from time to time, which amount
      shall be payable by Tenant to Landlord or any third party operator of the
      Parking Garage, as applicable, without demand, offset, or deduction. Tenant
      shall be entitled to designate any Level A Reserved Spaces as “visitor” spaces
      for Tenant’s visitors, provided that the design, size, color and location of any
      signage identifying such visitor spaces shall be subject to Landlord’s prior
      written approval, which approval shall not be unreasonably withheld.




(b)  Landlord
      reserves the right in its discretion to determine whether the Parking Garage
      is
      becoming crowded and to allocate and assign the previously unassigned parking
      spaces among Tenant and the other tenants or to restrict the use of certain
      parking spaces for certain tenants; provided, however, except as required by
      applicable Laws or in the event of a casualty or a taking by eminent domain,
      the
      foregoing reconfigurations of the Parking Garage will not reduce the number
      of
      Parking Spaces allocated to Tenant hereunder or the location of any Reserved
      Spaces. Landlord shall have no responsibility or liability to Tenant for (i)
      any
      use, occupancy, or misuse (including but not limited to any overnight parking)
      by others of any parking spaces in the Parking Garage, including but not limited
      to those spaces assigned to Tenant, if any, (ii) any personal injuries or death
      arising out of any matter relating to the Parking Garage, or (iii) loss or
      damage to any property (including any loss or damage to any motor vehicle or
      the
      contents thereof due to theft, vandalism or accident) arising from or related
      to
      use of the Parking Garage by Tenant and Tenant’s
      Agents. Landlord reserves the right to assign specific parking spaces and to
      reserve parking spaces (other than the Reserved Spaces, if any) for visitors,
      small cars, persons with disabilities, and for other tenants or third parties
      from time to time and neither Tenant nor Tenant’s Agents shall park in any
      location designated by Landlord for such purposes. Landlord reserves the right
      to establish in the rules and regulations for the Parking Garage and impose
      reasonable fines for any violation of the rules and regulations relating to
      parking by Tenant or any of Tenant’s Agents. Tenant shall promptly pay, upon
      written demand by Landlord, any fine so established from time to time by
      Landlord for any violation of the rules and regulations relating to parking
      by
      Tenant or any of Tenant’s Agents. In the event Tenant surrenders any or all of
      the Parking Spaces under the Lease, as amended hereby, during the Extended
      Term,
      Tenant shall have no further right under the Lease, as amended hereby, to use
      such Parking Spaces. Tenant hereby acknowledges and agrees that expenses related
      to the Parking Garage are specifically included in Operating Expenses and such
      expenses are not offset by Landlord in any way by any charges or fees paid
      by
      Tenant or other tenants or guests in the Building to Landlord.


7





11.  **ATM** **.** Following the Substitution Effective Date, Tenant shall have the right, subject
      to the provisions hereof, to install and operate, at Tenant’s sole cost and
      expense, one (1) “point-of-sale” electronic fund transfer processing system
      utilizing debit and credit cards (which system together will all related
      equipment, wiring, accessories and identifying signage, shall hereinafter be
      defined individually as an “ **ATM** ”)
      in a
      location where Citibank’s ATM is currently located, as depicted on **Exhibit
      C-1** attached
      hereto. Landlord shall use commercially reasonable efforts to remove Citibank’s
      ATM on or before the date that is thirty (30) days following the Substitution
      Effective Date and Tenant shall have no right to install the ATM until
      Citibank’s ATM is so removed.




(a)  **Compliance
      with Paragraph 6.** The
      installation of the ATM shall comply with the provisions of Paragraph 6 of
      the
      Lease and this Section 11; provided, however, that Tenant shall be required
      to
      provide at least sixty (60) days’ prior written notice to Landlord of Tenant’s
      proposed installation of the ATM. Tenant shall reimburse Landlord for any
      reasonable costs associated with Landlord’s review and supervision of Tenant’s
      plans and specifications and the installation of the ATM.




(b)  **Permits
      and Approvals; Compliance with Laws; Taxes.** Tenant
      shall, at Tenant’s sole cost and expense, obtain all necessary federal, state
      and local permits, licenses and approvals before installing the ATM. Tenant
      shall, at Tenant’s sole cost and expense, comply with all Laws, applicable to
      the installation, use and operation of the ATM, including, without limitation,
      the Americans With Disabilities Act. Tenant shall pay all real property,
      personal property and any other taxes or fees assessed or imposed in connection
      with the ATM or the use thereof.




(c)  **Maintenance.** Tenant
      shall maintain, at Tenant’s sole cost and expense, the ATM, the areas in the
      immediate vicinity thereof to the extent such maintenance is required as a
      result of the use of the ATM and the ATM Signage (as defined below) in a clean,
      first-class condition and shall service the ATM and fill it with necessary
      cash
      and supplies. Tenant shall also clean its ATM supplies in the immediate area
      of
      the ATM if they are discarded by users of the ATM. Landlord shall have no
      responsibility for the ATM and shall not be liable for any damage or disruption
      to it however caused, including without limitation, due to a disruption in
      electrical or telecommunications service. ****


8




(d)  **Signage.** Subject
      to Landlord’s prior written approval (which shall not be unreasonably withheld),
      and subject to obtaining any permits or governmental or quasi-governmental
      approvals required for such signage, Tenant shall be permitted to install,
      at
      Tenant’s sole cost and expense, reasonable and customary signage at the ATM (the
“ **ATM
      Signage** ”).




(e)  **Access
      to ATMs’ Security.** Tenant’s
      employees shall be permitted access to the ATM only during normal business
      hours
      for the Building (or other times in the case of an emergency pursuant to
      customary practices of Landlord for the same), as the same may be established
      by
      Landlord from time to time. Tenant shall provide all security measures that
      are
      customary for similar facilities in the vicinity of ATM, including, without
      limitation, mirrors, surveillance cameras, door locks and adequate lighting,
      as
      may be applicable. Tenant shall pay any reasonable costs incurred by Landlord,
      including the costs of retaining consultants, in connection with reviewing
      and
      approving Tenant’s security measures.




(f)  **Restriction
      or Discontinuance of ATM.** Landlord
      may restrict the hours of operation of the ATM or require Tenant to temporarily
      discontinue service in connection with Landlord’s maintenance and repair of the
      Building, or if necessary in Landlord’s good faith and reasonable judgment for
      the security of the Building or its occupants or contents, without such action
      being deemed an eviction of Tenant or a disturbance of Tenant’s use of the
      Premises or entitling Tenant to any abatement of rental or other
      monies.




(g)  **Indemnification.** Tenant
      shall be responsible for assuring that the installation, maintenance, operation,
      use and removal of the ATM shall in no way damage any portion of the Building.
      Tenant agrees to be responsible for any damage or loss caused to the Building,
      or any of its occupants or contents, in connection with the installation,
      maintenance, operation, use or removal of the ATM and Tenant agrees to
      indemnify, defend and hold harmless Landlord and Landlord’s Agents from all
      liabilities, obligations, damages, penalties, claims, costs, charges and
      expenses, including, without limitation, reasonable architects’, consultants and
      attorneys’ fees (if and to the extent permitted by law), which may be imposed
      upon, incurred by, or asserted against Landlord or any of the Landlord’s Agents
      in connection with the installation, maintenance, operation, use or removal
      of
      the ATM. If for any reason, the installation or use of the ATM shall result
      in
      an increase in the amount of the premiums for any insurance coverage maintained
      by landlord on the building, then Tenant shall be liable for the full amount
      of
      any such reasonably documented and actual increase; provided that in the event
      Landlord requires Tenant to pay the cost of such increase in insurance premiums
      pursuant to this Section, Landlord will not discriminate against Tenant in
      comparison with any other tenant with an ATM located at the
      Building.




(h)  **Insurance.** Tenant
      shall cause the insurance policies required to be maintained by Tenant pursuant
      to the Lease, as amended hereby, to cover the ATM.




(i)  **Removal.** Tenant
      shall, at Tenant’s sole cost and expense, remove the ATM prior to the expiration
      or earlier termination of the Extended Term, as may be further extended, and
      restore the affected areas to their previous condition, reasonable wear and
      tear
      excepted, and the provisions of Paragraph 6 of the Lease shall apply with
      respect to Tenant’s repair and restoration obligations described herein.
      Notwithstanding the foregoing to the contrary, Tenant shall repair any damage
      caused by such removal, including the patching of any walls and holes to match,
      as closely as possible, the color surrounding the areas where the ATM was
      installed.


9




(j)  **No
      Representations.** Landlord
      makes no representations as to the suitability of the Building for the ATM,
      whether or not an ATM may be installed under applicable zoning ordinances or
      other laws, or to the safety or security of the Building and how the same would
      be affected by the installation of the ATM.





12.  **Holding
      Over** .
      If
      Tenant continues to occupy the Original Premises after the Original Premises
      Vacation Date (except as expressly provided in Section 1(b) with respect to
      a
      Force Majeure Event), occupancy of the Original Premises subsequent to the
      Original Premises Vacation Date shall be considered a holding over and the
      provisions of Paragraph 23 of the Lease shall apply. No holding over by Tenant
      in the Original Premises or payments of money by Tenant to Landlord after the
      Original Premises Vacation Date shall be construed to prevent Landlord from
      recovery of immediate possession of the Original Premises by summary proceedings
      or otherwise. Tenant shall indemnify, defend and hold Landlord harmless from
      and
      against any and all claims made by any other tenant or prospective tenant
      against Landlord for delay by Landlord in delivering possession of the Original
      Premises to such other tenant or prospective tenant.





13.  **Option
      to Renew** **.** During
      the Extended Term, Tenant shall continue to have the option to renew the Term
      of
      the Lease in accordance with and subject to the terms and conditions set forth
      in Paragraph 41 of the Lease; provided that (a) the definition of the “Extension
      Term” set forth in Paragraph 41 of the Lease is hereby amended to be a period of
      seven (7) years commencing upon the expiration of the Extended Term (the
“ **Second
      Extension Term** ”),
      (b)
      all references to “Extension Term” set forth in Paragraph 41 of the Lease are
      hereby amended to mean and refer to the Second Extension Term, (c)
      notwithstanding anything to the contrary set forth in Paragraph 41 of the Lease,
      Tenant shall deliver its Exercise Notice not
      earlier than twelve (12) full calendar months prior to the expiration of the
      Extended Term and not less than ten (10) full calendar months prior to the
      expiration of the Extended Term, and (d) no provisions relating to the initial
      delivery of the Substitution Space to Tenant (including, without limitation,
      any
      Landlord construction obligations or tenant improvement allowance provisions)
      shall be applicable to the Second Extension Term. Notwithstanding anything
      to
      the contrary set forth in the Lease, Tenant’s renewal option pursuant to this
      Section 13 shall be personal to the originally named Tenant hereunder and to
      a
      Bank Transferee so long as such Bank Transferee shall have a net worth which
      is
      at least equal to the greater of Tenant's net worth at the date of this
      Amendment or Tenant's net worth as of the day prior to the assignment of the
      Lease to such Bank Transferee.





14.
            **Other
                Pertinent Provisions.**Landlord and Tenant agree that, effective as of the date of this
                Amendment, the Lease shall be amended in the following additional
                respects:




(a)
            **Waivers.**


(i)  Tenant
      hereby waives any and all rights under and benefits of Section 1950.7 (Security
      Deposit) of the California Civil Code, and Section 1265.130 (Condemnation)
      of
      the California Code of Civil Procedure, or any similar or successor Laws now
      or
      hereinafter in effect.





(ii)  TENANT
      HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF THE CIVIL CODE
      OF
      CALIFORNIA AND BY SECTIONS 1174 (C) AND 1179 OF THE CODE OF CIVIL PROCEDURE
      OF
      CALIFORNIA AND ANY AND ALL OTHER LAWS AND RULES OF LAW FROM TIME TO TIME IN
      EFFECT DURING THE LEASE TERM, AS AMENDED HEREBY, PROVIDING THAT TENANT SHALL
      HAVE ANY RIGHT TO REDEEM, REINSTATE OR RESTORE THIS LEASE FOLLOWING ITS
      TERMINATION BY REASON OF TENANT’S BREACH. TENANT ALSO HEREBY WAIVES, TO THE
      FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION
      ARISING OUT OF OR RELATING TO THE LEASE, AS HEREBY AMENDED.


10




(b)  **Remedies.** Paragraph
      18(c) of the Lease is hereby amended to add the following after the first
      sentence thereof: “Landlord shall have the remedy described in California Civil
      Code Section 1951.4 (“Landlord may continue this Lease in effect after Tenant’s
      breach and abandonment and recover Rent as it becomes due, if Tenant has the
      right to sublet or assign, subject only to reasonable limitations”), or any
      successor code section.”




(c)  **Existing
      Tenant Improvements.** Tenant
      hereby acknowledges that Landlord has fulfilled all of its obligations with
      respect to the tenant improvement work set forth in Paragraph 38 of the
      Lease.




(d)  **Deletions.** Paragraph **** 37 **** ( Termination
      Right) and Paragraph 39 (Right of First Offer) of
      the
      Lease are hereby deleted in their entireties and shall be of no further force
      and effect.




(e)  **CPI
      Notice Contest.** The
      seventh (7 th )
      sentence of Paragraph 4(e) of the Lease is hereby deleted in its entirety and
      replaced with the following: “Unless Tenant notifies Landlord of Tenant’s
      objection to the Base Rent set forth in an Adjustment Notice within thirty
      (30)
      days after delivery thereof, Tenant shall be deemed to have accepted the
      correctness of Landlord’s determination of the Base Rent.”




(f)  **Alterations.** Notwithstanding
      anything to the contrary contained in Paragraph 6(b) of the Lease, **** as
      of the
      Original Premises Vacation Date, **** Landlord
      will not require Tenant to remove any of the alterations, improvements or
      changes currently existing in the Original Premises other than the safe
      currently located therein. In addition, Tenant shall have no obligation to
      remove any of the Tenant Improvements in the Substitution Space described on
      the
      Space Plans as of the date hereof or to remove the vault currently located
      in
      the Substitution Space. With respect to any Tenant Improvements constructed
      by
      Tenant pursuant to **Exhibit
      B** attached
      hereto that are not described on the Space Plans as of the date hereof,
      notwithstanding anything to the contrary contained in Paragraph 6(b) of the
      Lease, so long as Tenant’s written request for consent for such Tenant
      Improvements expressly requests that Landlord inform Tenant whether Landlord
      shall require such Tenant Improvements to be removed at the expiration or
      earlier termination of the Lease, at the time Landlord gives its consent for
      the
      Tenant Improvements, if it so does, Tenant shall also be notified whether or
      not
      Landlord will require that the Tenant Improvements (or any portion thereof)
      be
      removed upon the expiration or earlier termination of the Lease. If Tenant’s
      written notice strictly complies with the foregoing and if Landlord fails to
      notify Tenant whether Tenant shall be required to remove the subject Tenant
      Improvements at the expiration or earlier termination of the Lease within ten
      (10) business days following Tenant’s request, it shall be assumed that Landlord
      shall require the removal of such Tenant Improvements, except as otherwise
      agreed to in writing by Landlord.  Notwithstanding
      the foregoing, Tenant
      may, within ten (10) days following the expiration of the ten (10) business
      day
      period described above, provide to Landlord a second written notice which shall
      comply with the requirements stated above in this Section. If Tenant’s second
      written notice strictly complies with the terms of this Section and if (a)
      Landlord fails to notify Tenant within five (5) business days of Landlord’s
      receipt of such second written notice whether Tenant shall be required to remove
      the subject Tenant Improvements at the expiration or earlier termination of
      the
      Lease, and (b) the subject Tenant Improvements are Building standard office
      improvements substantially similar to the Tenant Improvements described on
      the
      Space Plans as of the date hereof, Tenant shall not be require to remove the
      subject Tenant Improvements at the expiration or earlier termination of the
      Lease.


11




(g)  **Insurance.** Paragraph 8 of the Lease is hereby deleted in its entirety and replaced by
      the
      following:




“8.
            **Insurance.**




(a)  Tenant
      shall maintain in full force and effect at all times during the Term (including
      any extension(s)), at its own expense, for the protection of Tenant and
      Landlord, as their interests may appear, policies of insurance issued by a
      responsible carrier or carriers reasonably acceptable to Landlord, which afford
      the following coverages: (i) Workers’ Compensation and occupational disease
      insurance, employee benefit insurance or any other insurance in the statutory
      amounts required by the laws of the state in which the Building is located,
      with
      broad form all-states endorsement and employer’s liability insurance with a
      limit of $1,000,000.00 for each accident; (ii) Commercial General Liability
      insurance with respect to the Premises and the business operated by Tenant
      and
      any subtenants, licenses and concessionaires of Tenant, including coverage
      for
      bodily injury, personal injury and death, property damage and contractual
      liability recognizing provisions of this Lease written on an occurrence form
      with limits of not less than $1,000,000.00 for each occurrence and $3,000,000.00
      general aggregate per location, naming Landlord, Landlord’s Agents, and
      Landlord’s lender as additional insureds; (iii) Automobile Liability Policy,
      covering all owned, non-owned, borrowed or hired vehicles, including loading
      and
      unloading thereof, with a combined single limit of $1,000,000 for bodily injury
      and property damage arising out of ownership, maintenance or use of any auto;
      (iv) “All Risk” insurance against fire with extended coverage, vandalism,
      malicious mischief and all risk endorsements (Special Form), including
      terrorism, in an amount adequate to cover the full replacement value of all
      alterations, improvements and additions to the Premises made by or on behalf
      of
      Tenant, including the Tenant Improvements, Tenant’s personal property, fittings,
      installations, decorations, alterations, betterments, contents and signs, plate
      glass for all plate glass at the Premises and any other personal property in
      or
      on the Premises in the event of fire or other casualty; (v) Business
      Interruption insurance sufficient to reimburse Tenant for direct or indirect
      costs (including rental obligations) and loss of income attributable to all
      events/perils or to prevention of access to the Premises or to the Property
      as a
      result of such perils; and (vi) Business Interruption insurance (including
      Extra
      Expense) fully compensating for the amount of charges and additional rent owned
      to Landlord by Tenant for a period of not less than twelve (12) months. Tenant’s
      insurance pursuant to clause (iv) above shall be in the full amount of the
      replacement cost, reviewed on an annual basis to account for inflation, and
      shall name Landlord, Landlord’s Agents and Landlord’s lender as additional
      insureds.




(b)  All
      insurance shall be in a form reasonably satisfactory to Landlord. All policies
      shall consist of “occurrence” based coverage, without provision for subsequent
      conversion to “claims” based coverage. All policies required by Paragraph 8(a)
      shall be carried with companies that have a general policy holder’s rating of
      not less than “A” and a financial rating of not less than Class “X” in the most
      current edition of Best’s Insurance Reports and shall not provide for a
      deductible under co-insurance provision in excess of $10,000.00. All policies
      required by Paragraph 8(a) shall provide that the policies shall not be subject
      to reduction or cancellation except after at least thirty (30) days’ prior
      written notice to Landlord, and they shall be primary as to Landlord. If Tenant
      fails to procure and maintain the insurance required hereunder, Landlord may,
      but shall not be required to, order such insurance at Tenant’s expense and
      Tenant shall reimburse Landlord for the same. Such reimbursement shall include
      all sums incurred by Landlord, including reasonable attorneys’ fees. Landlord
      makes no representation that the limits of liability specified to be carried
      by
      Tenant under the terms of this Lease are adequate to protect Tenant or Landlord,
      and in the event Tenant believes that any such insurance coverage called for
      under this Lease is insufficient, Tenant shall provide, at its own expense,
      such
      additional insurance as Tenant deems adequate. Tenant shall give prompt written
      notice to Landlord in the case of a casualty, accident or repair needed in
      the
      Property.


12




(c)  Landlord
      shall keep in force throughout the Term General Liability coverage for the
      common areas of the Building in such amounts and with such deductibles as
      Landlord determines from time to time in accordance with sound and reasonable
      risk management principles and Special Form Property coverage for the Building
      at 100% of replacement cost. The carrying of the insurance described herein
      shall in no way be interpreted as relieving Tenant of any responsibility or
      liability under this Lease. The cost of all such insurance is included in
      Operating Expenses. Notwithstanding anything to the contrary contained in this
      Lease, Landlord, on its own behalf and on behalf of Landlord’s Agents, hereby
      waives all rights of recovery against Tenant on account of loss and damage
      occasioned to Landlord and Landlord’s Agents for its property or the property of
      others under its control to the extent that such loss or damage is insured
      against (or required to be insured against pursuant to this Lease) under any
      insurance policies which may be in force at the time of such loss or damage
      provided that such waiver by Landlord shall not extend to the amount of any
      reasonable deductibles on any insurance coverage carried by Landlord. Tenant
      hereby waives all rights of recovery against Landlord and Landlord’s Agents on
      account of loss and damage occasioned to Tenant or its property or the property
      of others under its control to the extent that such loss or damage is insured
      against (or required to be insured against pursuant to this Lease) under any
      insurance policies which may be in force at the time of such loss or damage.
      Tenant and Landlord shall, upon obtaining policies of insurance required
      hereunder, give notice to the insurance carrier that the foregoing mutual waiver
      of subrogation is contained in this Lease and Tenant and Landlord shall cause
      each insurance policy obtained by such party to provide that the insurance
      company waives all right of recovery by way of subrogation against either
      Landlord and Landlord’s Agents or Tenant in connection with any damage covered
      by such policy.”




(h)  **Insurance
      Certificate.** Not
      later than thirty (30) days prior to the Substitution Effective Date, Tenant
      shall provide Landlord with a certificate of insurance evidencing that the
      Substitution Space is covered by Tenant’s insurance required pursuant to
      Paragraph 8 of the Lease, as amended pursuant to Section 14(g) above, and
      thereafter as necessary to assure that Landlord always has current certificates
      evidencing Tenant’s insurance.




(i)  **Maintenance.** Subject
      to the limitation set forth in the second sentence of Paragraph 9(a) of the
      Lease, in addition to Landlord’s maintenance obligations pursuant to such
      paragraph, Landlord shall maintain the structural parts of the Building (of
      which the Premises is a part), which structural parts include only the
      foundation and the roof of the Building and, except to the extent any repair
      is
      caused by the acts of omissions of Tenant or any Tenant’s Agents, the
      subflooring and load bearing walls of the Building and the Premises. The cost
      of
      such maintenance shall be included in Operating Expenses to the extent permitted
      pursuant to the terms of the Lease.




(j)  **Destruction
      of Premises.** The
      second to the last sentence of Paragraph 12(b) of the Lease is hereby deleted
      in
      its entirety and replaced by the following:


13




“If
      Landlord determines that the repair and restoration work to be performed by
      Landlord in accordance with Paragraph 12(a) hereof cannot, as reasonably
      estimated by Landlord (the “ **Completion
      Estimate** ”),
      be
      completed such that the Premises or any Common Areas necessary to provide access
      to the Premises cannot be made tenantable within one hundred eighty (180) days
      from the date the repair is started, then Tenant shall have the right to
      terminate this Lease upon written notice to the other within ten (10) days
      after
      receipt of the Completion Estimate. Tenant, however, shall not have the right
      to
      terminate this Lease if the Casualty was caused by the negligence or intentional
      misconduct of Tenant or any Tenant’s Agents. In addition, Tenant shall have the
      right to terminate this Lease if: (a) a substantial portion of the Premises
      has been damaged by fire or other casualty and such damage cannot reasonably
      be
      repaired (as reasonably determined by Landlord) within sixty (60) days after
      Landlord’s receipt of all required permits to restore the Premises;
      (b) there is less than one (1) year of the Term remaining on the date of
      such casualty; (c) the casualty was not caused by the negligence or willful
      misconduct of Tenant or Tenant’s Agents; and (d) Tenant provides Landlord
      with written notice of its intent to terminate within thirty (30) days after
      the
      date of the fire or other casualty. If neither party exercises the right to
      terminate this Lease in accordance with this Paragraph 12(b), Landlord shall
      repair such damage and restore the Building and the Premises in accordance
      with
      Paragraph 12(a) hereof and this Lease shall, subject to Paragraph 12(a) hereof,
      remain in full force and effect.”





(k)  **Capital
      Improvements.** Notwithstanding anything to the contrary set forth in the Lease, Operating
      Expenses shall not include any capital improvements except for those capital
      improvements expressly included in Operating Expenses pursuant to Paragraph
      34(b) of the Lease.





18.
            **Miscellaneous.**




(a)  This
      Amendment, including **Exhibits
      A** (Outline
      and Location of Substitution Space), **B** (Tenant
      Alterations), **B-1** (Space
      Plans), **C-1** and **C-2** (Location of Building Signage and ATM) and **D** (Location of Reserved Spaces) attached hereto, sets forth the entire agreement
      between the parties with respect to the matters set forth herein. There have
      been no additional oral or written representations or agreements. Under no
      circumstances shall Tenant be entitled to any rent abatement, improvement
      allowance, leasehold improvements, or other work to the Premises, or any similar
      economic incentives that may have been provided Tenant in connection with
      entering into the Lease, unless specifically set forth in this
      Amendment.




(b)  Except
      as
      herein modified or amended, the provisions, conditions and terms of the Lease
      shall remain unchanged and in full force and effect.




(c)  In
      the
      case of any inconsistency between the provisions of the Lease and this
      Amendment, the provisions of this Amendment shall govern and
      control.




(d)  Submission
      of this Amendment by Landlord is not an offer to enter into this Amendment
      but
      rather is a solicitation for such an offer by Tenant. Landlord shall not be
      bound by this Amendment until Landlord has executed and delivered the same
      to
      Tenant.




(e)  The
      capitalized terms used in this Amendment shall have the same definitions as
      set
      forth in the Lease to the extent that such capitalized terms are defined therein
      and not redefined in this Amendment.


14




(f)  Tenant
      hereby represents to Landlord that Tenant has dealt with no broker in connection
      with this Amendment other than Colliers International representing Landlord.
      Tenant agrees to indemnify and hold Landlord, its members, principals,
      beneficiaries, partners, officers, directors, employees, mortgagee(s) and
      agents, and the respective principals and members of any such agents
      (collectively, the “ **Landlord
      Related Parties** ”)
      harmless from all claims of any brokers claiming to have represented Tenant
      in
      connection with this Amendment.




(g)  Each
      signatory of this Amendment represents hereby that he or she has the authority
      to execute and deliver the same on behalf of the party hereto for which such
      signatory is acting.




(h)  Redress
      for any claim against Landlord under the Lease and this Amendment shall be
      limited to and enforceable only against and to the extent of Landlord’s interest
      in the Building (as defined in the Lease). The obligations of Landlord under
      the
      Lease, as amended, are not intended to and shall not be personally binding
      on,
      nor shall any resort be had to the private properties of, any of its trustees
      or
      board of directors and officers, as the case may be, its property manager,
      the
      general partners thereof, or any beneficiaries, stockholders, employees, or
      agents of Landlord or the property manager.




**[SIGNATURE
      PAGE FOLLOWS]**


15




IN
      WITNESS WHEREOF, Landlord and Tenant have entered into and executed this
      Amendment as of the date first written above.




**LANDLORD:**
            **TENANT:****PAOC,
                LLC,**
              **a
                Delaware limited liability company**
            **BRIDGE
                BANK OF SILICON VALLEY N.A.,**
              **a
                federally chartered national bank**By:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title:Dated:
            ______________________________,
              2006
            Dated:
            ____________________________,
              2006




16




**EXHIBIT
      A**





**OUTLINE
      AND LOCATION OF SUBSTITUTION SPACE**


A-1




**EXHIBIT
      B**





**TENANT
      IMPROVEMENTS**





1.
            Tenant,
                following the later of (i) full and final execution and delivery
                of the
                Amendment to which this Exhibit is attached and all prepaid rental
                and
                insurance certificates required under the Amendment and (ii) the
                Substitution Effective Date, shall have the right to perform Tenant
                Improvements to the Substitution Space. The Substitution Space is
                referred
                to herein as the “Premises.” Notwithstanding the foregoing, Tenant and its
                contractors shall not have the right to perform the Tenant Improvements
                in
                the Premises unless and until Tenant has complied with all of the
                terms
                and conditions of Paragraph 6****of
                the Lease, including, without limitation, approval by Landlord of
                the
                final plans for the Tenant Improvements and the contractors to be
                retained
                by Tenant to perform such Tenant Improvements. Landlord approves
                the space
                plans attached as**Exhibit
                B-1**(the
                “**Space
                Plans**”).
                Tenant shall be responsible for all elements of the design of Tenant’s
                plans (including, without limitation, compliance with Law, functionality
                of design, the structural integrity of the design, the configuration
                of
                the premises and the placement of Tenant’s furniture, appliances and
                equipment), and Landlord’s approval of Tenant’s plans shall in no event
                relieve Tenant of the responsibility for such design. Tenant’s plans for
                the Substitution Space shall include any safe, fireproof files night
                drop
                vault. The plans shall also include the ATM if Tenant desires to
                install
                the ATM in connection with the Tenant Improvements (subject to the
                terms
                and conditions set forth in Section 11 of the Amendment); otherwise
                Tenant
                shall comply with the terms of the Amendment and the Lease at such
                time
                that Tenant might desire to install the ATM. The parties agree that
                Landlord’s approval of the general contractor to perform the Tenant
                Improvements shall not be considered to be unreasonably withheld
                if any
                such general contractor (a) does not have trade references reasonably
                acceptable to Landlord, (b) does not maintain insurance as required
                pursuant to the terms of this Lease, (c) does not have the ability to
                be bonded for the work in an amount of no less than 150% of the total
                estimated cost of the Tenant improvements, (d) does not provide
                current financial statements reasonably acceptable to Landlord, or
                (e) is not licensed as a contractor in the state/municipality in
                which the Premises is located. Tenant acknowledges the foregoing
                is not
                intended to be an exclusive list of the reasons why Landlord may
                reasonably withhold its consent to a general contractor. Notwithstanding
                the foregoing, Landlord hereby approves SC Builders as the general
                contractor for the Tenant
                Improvements.





2.
            Provided
                Tenant is not in default under the Lease as amended,Landlord
                agrees to contribute the sum of**$201,425.00**(i.e., $35.00 per useable square foot of the Premises) (the “**Allowance**”)
                toward the cost of performing the Tenant Improvements. The Allowance
                may
                only be used for the cost of preparing design and construction documents
                and mechanical and electrical plans for the Tenant Improvements and
                for
                hard costs in connection with the Tenant Improvements. The Allowance
                shall
                be paid to Tenant or, at Landlord’s option, to the order of the general
                contractor that performed the Tenant Improvements, within thirty
                (30) days
                following receipt by Landlord of (a) receipted bills covering all
                labor and materials expended and used in the Tenant Improvements;
                (b) a sworn contractor’s affidavit from the general contractor and a
                request to disburse from Tenant containing an approval by Tenant
                of the
                work done; (c) full and final waivers of lien; (d) as-built
                plans of the Tenant Improvements; and (e) the certification of Tenant
                and its architect that to the best of their knowledge after due inquiry,
                the Tenant Improvements have been installed in accordance with the
                approved plans, and in accordance with applicable laws, codes and
                ordinances. The Allowance shall be disbursed in the amount reflected
                on
                the receipted bills meeting the requirements above. Notwithstanding
                anything herein to the contrary, Landlord shall not be obligated
                to
                disburse any portion of the Allowance during the continuance of an
                uncured
                default under the Lease, and Landlord’s obligation to disburse shall only
                resume when and if such default is
                cured.


B-1




3.
            In
                no event shall the Allowance be used for the purchase of equipment,
                furniture or other items of personal property of Tenant. If Tenant
                does
                not submit a request for payment of the entire Allowance to Landlord
                in
                accordance with the provisions contained in this Exhibit by the later
                of
                (a) December 31, 2007****and
                (b) the date that is twelve (12) months following the Substitution
                Effective Date, any unused amount shall accrue to the sole benefit
                of
                Landlord, it being understood that Tenant shall not be entitled to
                any
                credit, abatement or other concession in connection therewith. Tenant
                shall be responsible for all applicable state sales or use taxes,
                if any,
                payable in connection with the Tenant Improvements and/or Allowance.





4.
            Tenant
                agrees to accept the Premises in its “as-is” condition and configuration,
                it being agreed that Landlord shall not be required to perform any
                work
                or, except as provided above with respect to the Allowance, incur
                any
                costs in connection with the construction or demolition of any
                improvements in the Premises.





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








**[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]**


B-2





**EXHIBIT
      B-1**





**SPACE
      PLANS**


B-3





**EXHIBIT
      C-1**





**LOCATION
      OF BUILDING SIGNAGE AND ATM**


C-1


**EXHIBIT
      C-2**





**APPROVED
      SIGN SPECIFICATIONS**





C-2





**EXHIBIT
      D**





**LOCATION
      OF LEVEL A AND LEVEL B RESERVED SPACES**


D-1