EXHIBIT 10.16


                                  OFFICE LEASE

1.  PARTIES

         1.1 This Lease is dated July 26, 2006, for reference  purposes only and
is  entered  into in the  City of San  Jose,  County  of Santa  Clara,  State of
California, by and between

                                RPD ALMADEN, LLC,
                      a Delaware limited liability company

(hereinafter referred to as "Landlord") and

                    BRIDGE BANK NATIONAL ASSOCIATION, INC. ,
                            a California corporation

(hereinafter referred to as "Tenant").

2.  PREMISES

         2.1 In consideration of their respective  agreements  contained herein,
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord premises
consisting of the entire fourth floor of the building located at:

                              55 Almaden Boulevard
                              San Jose, California

comprising a total of approximately  17,570 rentable square feet,  designated as
Suite 400 and  depicted  in  Exhibit  "A"  attached.  Said  premises  are herein
referred to as the "Premises" and the building in which the Premises are located
is herein referred to as the "Building".

3.  TERM

         3.1 The Term of this Lease shall be for a period of one-hundred  twenty
two (122)  months  commencing  on the date  defined  in  Article  4. If the Term
expires on a date other than the last day of the month,  the Term shall continue
up to and  including  the last day of that month.  If the Term  expires on a day
which  falls on a weekend,  the Term shall  continue  up through  and  including
Sunday.

4. LEASE COMMENCEMENT

         4.1 The Term of this Lease shall commence on November 1, 2006.

         4.2 The Lease Commencement Date and Lease Expiration Date as prescribed
herein  shall be confirmed  by Landlord to Tenant in a written  Confirmation  of
Lease Commencement which shall be prepared by Landlord in substantially the form
of Exhibit "D" attached hereto, served on Tenant,  executed by Tenant,  returned
to Landlord  and  attached to this lease after the Lease  Commencement  Date has
occurred.  Tenant's  failure to execute  and  return the  Confirmation  of Lease
Commencement  within fifteen (15) days after service by Landlord shall be deemed
approval by Tenant of all information set forth therein.

         4.3 Upon the full  execution  of this Lease and  delivery  by Tenant to
Landlord of evidence of insurance  required by Tenant and its  contractors to be
carried hereunder, Tenant shall have the right to possession of the Premises for
the work  referenced  in Exhibit "F"  attached  hereto.  Once such work has been
substantially  completed,  Tenant  shall have the right to occupy the  Premises,
prior to the  Commencement  Date,  without the payment of Monthly Rent, prior to
the Commencement Date (and the same shall be referred to as the "Early Occupancy
Period").

5.  RENT

         5.1 Commencing on the first day of the Term of this Lease, Tenant shall
pay to Landlord as monthly  installments of Rent in advance,  due and payable on
the first day of each  calendar  month in lawful money of the United  States the
following sums ("Base Rent"):

         _______________________________________________________________________

         MONTHS          BASE RENT PER SQUARE FOOT       MONTHLY RENT
         _______________________________________________________________________
         1 - 12          $0.00                           $0.00
         _______________________________________________________________________
         13 - 24         $2.10                           $36,897.00
         _______________________________________________________________________
         25 - 36         $2.16                           $37,951.20
         _______________________________________________________________________
         37 - 48         $2.22                           $39,005.40
         _______________________________________________________________________
         49 - 60         $2.29                           $40,235.30
         _______________________________________________________________________
         61 - 72         $2.36                           $41,465.20


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         _______________________________________________________________________
         73 - 84         $2.43                           $42,695.10
         _______________________________________________________________________
         85 - 96         $2.50                           $43,925.00
         _______________________________________________________________________
         97 - 108        $2.58                           $45,330.60
         _______________________________________________________________________
         109 - 120       $2.66                           $46,736.20
         _______________________________________________________________________
         121 - 122       $2.74                           $48,141.80
         _______________________________________________________________________


         5.2 All rent, including Base Rent and escalation,  due under this Lease
shall be paid at the  address  set out  after the name of the  Landlord  or such
other address as may be designated in writing by Landlord.

If the date of  commencement  occurs  on a day  other  than the  first  day of a
calendar  month,  the rent for such first month shall be prorated at the monthly
rate agreed upon in this lease agreement  divided by the total number of days in
the first month times the number of days occupied during the first month.

If the date of expiration  occurs on a day other than the last day of a calendar
month, the rent for such last month shall be prorated at the monthly rate agreed
upon in this lease  agreement  divided  by the total  number of days in the last
month times the number of days occupied during the last month.

6. TAXES AND OPERATING EXPENSES ESCALATION

         6.1 Tenant  shall pay to  Landlord  its pro rata  share (as  defined in
Section 6.2 below) of (i) the following  expenses listed  hereinbelow,  and (ii)
only such other expenses as are normally and  ordinarily  incurred in connection
with the ownership and  operation of the Property  ("Expenses").  In order to be
included in Expenses, such expenses must be paid or incurred, by Landlord on the
Building,  land, parking, and appurtenant site improvements whereon the Premises
are located (the  "Property"),  and then only to the extent the Expenses  exceed
the expenses paid or incurred in the calendar year 2007,  hereinafter defined as
"Base Year".

                6.1.1.All  real property  taxes paid by Landlord that are levied
upon and/or  assessed  against the  Property,  including  any taxes which may be
levied  on  rents  (other  than  state  or  federal  income  taxes),  the use or
occupation of the Building, vehicles utilizing parking areas, the making of this
Lease, and the occupancy of Tenant,  Tenant shall be responsible for and charged
separately for any real property tax assessed on tenant  improvements  installed
by Tenant in accordance  with Article 13 herein.  If the local taxing  authority
issues a separate  tax  statement  for Tenant's  improvements,  Tenant shall pay
those taxes directly prior to delinquency.  Notwithstanding  the foregoing,  the
following shall be excluded from real property taxes as defined herein:

                (a)  Any  charges  or  penalties  or  interest  accrued  through
                Landlord's nonpayment or late payment of taxes or assessments.

                (b) Any taxes  arising from or  applicable to all other real and
                personal property of the Landlord.

                (c) Any  real  property  tax  assessed  on  tenant  improvements
                installed  by or at the cost and expense of any other  tenant of
                the Building.

                6.1.2 Any tax, fee, charge, or excise,  however  designated,  by
any governmental or public authority applicable to the Property that is a direct
or indirect  substitute  in whole or in part for or in addition to real property
taxes.  Estate,  inheritance,  transfer,  gift,  or  franchise  taxes  levied on
Landlord  shall not be included in Expenses,  provided such taxes are not levied
to replace real property taxes, or relate to environmental or energy charges.

                6.1.3 If, during the Term of this Lease,  Landlord makes capital
improvements to the Building,  Premises,  or common areas as required by any new
or existing federal,  state,  city, or county  legislation for reasons of energy
conservation,  handicapped access, or other reasons of public heath, safety, and
welfare,   Landlord  may  amortize  such  capital  improvement  costs  over  the
reasonable life of the capital improvement period and include the amortized cost
in Expenses.  Any work necessary to correct latent defects in the Building or to
correct  Landlord's  failure  to  construct  the  Building  in  accordance  with
applicable  building  codes and  standards,  shall be  excluded  from  Expenses.
Expenses  shall not include  costs  incurred by Landlord to cure  violations  of
applicable building codes and standards that existed prior to the date hereof.

                6.1.4  All  insurance  premiums  of fire,  earthquake,  extended
coverage,  liability, and any other insurance that Landlord reasonably maintains
on the Building.

                6.1.5  The cost of all  Building  services,  including,  without
limitation,  elevator maintenance,  engineering wages and benefits,  maintenance
and repair, supplies,  janitorial wages and benefits,  utilities for heating and
ventilation, window cleaning,  miscellaneous operating expenses, landscaping and
common area  expenses,  security,  utilities  provided to all common areas,  the
salaries of the building manager and other building and parking  personnel,  and
administration and management fees, provided,  however, that any annual increase
in Tenant's  Pro-Rata  Share of  administration  and  management  fees shall not
exceed four  percent (4%) on a cumulative  basis.  Any building  services may be
performed by Landlord or its affiliates or agents provided such charges and fees
do not exceed  those  charges  and fees of  independent  contractors  in similar
buildings in the downtown San Jose area.


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         6.2 Tenant's pro rata share of Taxes and  Operating  Expenses  shall be
dividends of those  fractions  represented by Tenant's total net rentable square
feet as of Lease  Commencement Date (defined as 17,570 Square Feet) increased by
the  portion of any  Expansion  Space upon  exercise  of any  Expansion  Option,
divided by the total net rentable  square feet of the building  (134,980  Square
Feet which  based on space  originally  leased  would be  13.02%),  (hereinafter
"Tenant's  Pro-rata Share").  If less than one hundred percent (100%) of the net
rentable area of the building is serviced as applicable during any calendar year
or  portions  thereof,  there will be a  proportional  decrease to the total net
rentable  area of the building for variable  expenses only based on the ratio of
the Tenant's  total net rentable  square footage bears to the total net rentable
area of the Building actually serviced as applicable. Variable expenses shall be
defined as all utilities,  janitorial,  janitorial  supplies,  window  cleaning,
Building  services,  and Building  supplies  which are provided to the Property.
Therefore,  Tenant is only  responsible  for its pro rata share of  expenses  on
occupied  or  serviced  areas  and not for  vacant  areas,  which is  Landlord's
responsibility.

         6.3 The  amount  of  additional  Rent to be paid  by  Tenant  shall  be
determined and payable as follows:

                6.3.1  Within one hundred and twenty (120) days after the end of
each  calendar  year during the Lease Term,  Landlord  shall deliver to Tenant a
statement of the actual Operating Expenses for the preceding calendar year which
shall  become the current  year's  estimate of  Operating  Expenses  ("Estimated
Expenses"),  and  Landlord's  statement  of  Tenant's  Pro-  rata  Share  of the
increase,  if any, in the  Estimated  Expenses  over the Base Year Expenses (the
"Excess Expenses"). For purpose hereof, the term "Base Year Expenses" shall mean
the Expenses incurred during calendar year 2007.

                6.3.2 If the Estimated  Expenses as determined  for any calendar
year are less than the actual  Operating  Expenses  incurred by Landlord  during
that calendar year, then Tenant shall pay its Pro- rata Share of such difference
within thirty (30) days on receipt of Landlord's statement delivered pursuant to
Subparagraph 6.3.1.

                6.3.3 Tenant shall also pay,  within thirty (30) days of receipt
of such statement, an amount equal to one-twelfth (1/12th) of its Pro-rata Share
of the Excess Expenses times the number of months  (including the month in which
payment is made) since the first such month of the year.

                6.3.4  Thereafter,  with each payment of Rent,  Tenant shall pay
one-twelfth (1/12) of its Pro-rata Share of the Excess Expenses.

                6.3.5 If the Estimated  Expenses as determined  for any calendar
year exceed the actual  operating  Expenses  incurred  by  Landlord  during that
calendar year, then Tenant's Pro-rata Share of such difference shall be credited
against its next payment of Base and additional Rent.

                6.3.6  Landlord's  and Tenant's  obligation  to make any payment
pursuant to subparagraph  6.3.2 and 6.3.5 above shall survive the termination of
this Lease. If after  termination of this Lease,  actual Operating  Expenses for
the calendar year of the termination  are less than Estimated  Expenses for such
year,  Landlord  shall,  within ten (10) days of Landlord's  calculation  of the
actual  Operating  Expenses,  pay  Tenant  in cash  its  Pro-rata  Share of such
difference.  If actual expenses are higher than Estimated Expenses,  then Tenant
shall, within ten (10) days of Tenant's receipt of Landlord's calculation of the
actual  Operating  Expenses,  pay  Landlord in cash its  Pro-rata  Share of such
difference.  Any payment pursuant to this  subparagraph  shall be prorated based
upon the number of months of the Term in the year of termination.

         6.4  Landlord  shall  maintain  complete  and  accurate  records of all
Expenses.  Tenant  or  its  representative  shall  have  the  right  to  inspect
Landlord's  records of the Expenses  once each year during  reasonable  business
hours and following fifteen (15) days' notice to Landlord.

7. FIRST MONTH'S BASE RENT

         7.1 Upon  execution of this Lease by Tenant,  Tenant shall deposit with
Landlord the sum of Thirty Six Thousand  Eight  Hundred  Ninety Seven and No/100
Dollars ($36,897.00) which shall be credited to the first monthly installment of
Base Rent due under section 5.1 hereof.

8. LATE CHARGE

         8.1 Tenant hereby  acknowledges that late payment by Tenant to Landlord
of Base Rent,  Tenant's Pro-rata Share of Operating Expense increases,  or other
sums due hereunder will cause Landlord to incur costs not  contemplated  by this
Lease, the exact amount of which will be extremely difficult to ascertain.  Such
costs include,  but are not limited to, processing and accounting  charges,  and
late  charges  which may be imposed on Landlord by the terms of any  mortgage or
trust deed covering the Building.  Accordingly, if any installment of Base Rent,
Tenant's Pro-rata Share of Operating Expense increase, or any other sum due from
Landlord  shall not be received by Landlord or Landlord's  designee  within five
(5) days after such  amount  shall be due,  then,  without any  requirement  for
notice to Tenant, Tenant shall pay to Landlord a late charge equal to 5% of such
overdue amount. The parties hereby agree that such late charge represents a fair
and  reasonable  estimate  of the costs  Landlord  will  incur by reason of late
payment by Tenant.  Acceptance of such late charge by Landlord shall in no event
constitute a waiver of Tenant's default with respect to such overdue amount, nor


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prevent  Landlord from  exercising any of the other rights and remedies  granted
hereunder.

9.  USE

         9.1 Tenant shall use and occupy the Premises during the Term for retail
and  non-retail  banking and general  office and related  purposes  and no other
purposes  without the prior written  consent of Landlord.  Tenant shall not use,
suffer or  permit  the  Premises  or any part  thereof  to be used for any other
purpose or purposes without obtaining written consent of Landlord, which consent
shall not be unreasonably withheld.

         9.2 Nothing  contained  in this Lease shall be construed to prohibit or
limit  Landlord from using or leasing any portion of the Building,  development,
or project of which the  Premises  are a part,  or any other  property  owned or
controlled by it, for any lawful purpose.

         9.3 Should Tenant commit or permit any act or acts upon the Premises or
use the  Premises  or permit the  Premises  to be used in any manner  which will
increase the existing rate of insurance on the Building, any part thereof or its
contents or any part thereof, such additional expense shall be paid by Tenant to
Landlord  within ten (10) days of delivery to Tenant of notice of such increase.
Tenant shall not, however,  commit any acts which will cause the cancellation of
any insurance  policy.  Tenant shall not sell or permit to be kept, used or sold
in or about the Premises  any article  which may be  prohibited  by the standard
form of fire insurance policies, as such now or are hereafter provided, covering
the Building, any part thereof, or its contents.

         9.4 Tenant  shall not commit or suffer to be  committed  any waste upon
the  Premises or any public or private  nuisance or any other act or thing which
may disturb the quiet enjoyment of any other tenant in the Building in which the
Premises are  located.  Tenant shall not use the Premises or permit the Premises
to be used in whole or in part for any purpose that is deemed to be in violation
of any  laws,  ordinances,  regulations  or rules  of any  public  authority  or
organization  at any time. A judgment of any court of competent  jurisdiction or
the admission by Tenant in any judicial or  administrative  action or proceeding
against Tenant that Tenant has violated any such laws, ordinances,  regulations,
or  rules  in  the  use of the  Premises  shall  be  deemed  to be a  conclusive
determination of that fact between Landlord and Tenant.

         9.5 Upon the  expiration or sooner  termination  of this Lease,  Tenant
shall quit and surrender the Premises to Landlord in good  condition and repair,
reasonable wear and tear excepted.

10. BUILDING SERVICES

         10.1  Landlord   agrees  to  furnish   heating,   ventilating  and  air
conditioning to the Premises to an extent lawfully permitted for the comfort and
occupation  of the  Premises to during the hours 7:00 a.m. to 6:00 p.m.,  Monday
through Friday and from 9:00 a.m. through 3:00 p.m. on Saturdays, legal holidays
excepted.  Tenant agrees to keep the corridor doors closed. Tenant agrees not to
install any  equipment  which  gives off heat in an amount  which would place an
overload on the central building facilities; and in all respects to conform with
any  reasonable  rules and  regulations  Landlord  shall make for the use of the
heating and air conditioning  systems and will not install equipment which would
place an overload on the  structure  of the  Building,  provided  however,  that
Tenant shall be entitled to install air  conditioning  ducting and  equipment to
service that portion of the Premises  containing  Tenant's  computer  equipment,
provided that Tenant shall otherwise  comply with the requirements of Article 12
of this Lease. Tenant will have the right to require and pay for at its cost and
expense heating and air  conditioning  delivered to the floor or floors in which
its Premises are located at times other than those specified herein, provided it
gives  Landlord  twenty-four  (24)  hours  notice  of such  requirements  during
weekdays and forty-eight  (48) hours during  weekends and holidays.  The current
cost is $55.00 per hour and the same may be  increased  from time to time to the
extent Landlord's actual costs for same are increased.

         10.2 Landlord  shall provide water,  electricity,  and use of elevators
twenty-four (24) hours per day, seven (7) days a week.

                10.2.1   Landlord  shall maintain, in good condition and repair,
the following:

                         (a) The  structural  parts  and  exterior  walls of the
                         Building,    which   structural   parts   include   the
                         foundations, bearing walls, subfloor, roof, and windows
                         (except if caused by acts of Tenant or its invitees).

                         (b)  The  unexposed  electrical,  plumbing  and  sewage
                         systems including without limitation, those portions of
                         the systems lying outside Premises;

                         (c) Utilities and building standard lamp replacement on
                         a scheduled basis;

                         (d) Heating,  ventilating and air conditioning  systems
                         of the Building;

                         (e) The landscaping,  parking, loading areas, walks and
                         driveways of the Property; and

                         (f)  Elevators,  except for Tenant's  private  elevator
                         inside of Tenant's first floor premises. Landlord shall


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                         complete  the  functional   upgrades  to  the  building
                         elevators,    including   recladding   the   interiors,
                         replacement of buttons and indicator lights.

         10.3 Landlord agrees to furnish, or cause to be furnished, the Premises
with  electricity  necessary  for  lighting  and  fractional  horsepower  office
machines,  water,  and  elevator  service  in the  Building  and  the  Premises.
Janitorial  service  will be furnished  five (5) times  weekly,  legal  holidays
excepted, time and days to be at Landlord's option, provided that Landlord shall
cause the janitorial  service provider to adhere to Tenant's  security  policies
and  procedures  with respect to the  Premises,  and that Tenant  shall  provide
Landlord with written  copies of said security  policies and  procedures  Window
cleaning,  inside and  outside,  will be  furnished  two (2) times per year.  No
electric current will be furnished for high-energy consumption equipment such as
electronic business machines or computers (other than electric typewriters, word
processors,  adding machines, copy machines, fax machines, or desk-top computers
using 110 volts) or for hot plates or electric heaters (see Exhibit "B" attached
hereto).

         10.4 If Tenant shall require  electric  current for purposes other than
those  specified  above,  it is  understood  that Landlord may cause an electric
meter to be installed in the Premises for that  equipment  and kept in repair at
the sole cost and expense of the Tenant,  so Tenant  agrees to pay  Landlord for
all such  electric  current  consumed  for any such other  purposes at the rates
charged for similar  services by the local public  utility  plus any  additional
expense incurred in installing and maintaining such meter and keeping account of
the current so consumed. Statements of Landlord for such consumption of electric
current shall be rendered to Tenant not less frequently  than quarter  annually,
and final  statements  shall be rendered to Tenant on or before the last days of
the fourth month after  expiration of the Lease.  The amount of such  statements
shall be paid by  Tenant  within  fifteen  (15)  days  after  the same have been
rendered.

         10.5 Landlord  shall not be liable for any damage to person or property
of any nature  whatsoever,  or  compensation  or claim for  abatement of Rent or
otherwise by reason of any  inconvenience,  annoyance,  injury,  or loss arising
from the  installation,  operation,  and maintenance of any equipment or service
provided  under this  Article 10 or  otherwise  or from any failure to keep said
equipment or service in  operation  when such  failure is  occasioned  by act or
neglect of Tenant or by repairs, removals,  improvements needful in the judgment
of Landlord or by any power  failure,  labor  controversy  or by any accident or
casualty whatsoever,  or for any other reason whatsoever and howsoever occurring
beyond Landlord's reasonable control. If interruptions,  curtailment or stoppage
of any equipment or service  extends  beyond five (5) working days after written
notification  is received by Landlord  and is caused by Landlord or its agents',
employees',  or  contractors'  negligence in properly  maintaining  or otherwise
timely commencing repair of any item of equipment, then Tenant shall be entitled
to a pro rata  adjustment  of rent for the  period  of any such  curtailment  or
stoppage of service.

         10.6 Landlord  shall not be required to furnish and Tenant shall not be
entitled to receive any such service  provided for in this Article 10 during any
period when Tenant is in default under the provisions of this Lease.

         10.7  Tenant  shall have the right,  at its sole cost and  expense,  to
install up to two (2) small satellite  dishes on the roof of the Building,  upon
the  execution  and delivery by Landlord and Tenant of a Satellite  Installation
Agreement ("Satellite Agreement") attached hereto as Exhibit "G".

11. CONDITION OF PREMISES AND REPAIRS

         11.1 Tenant shall be deemed to have agreed by accepting  occupancy that
the Premises are in good order, condition,  and repair except for latent defects
and except for items as to which Tenant has notified  Landlord in writing  prior
to the date on which Tenant occupies the Premises.  Tenant, at Tenant's expense,
shall keep the  Premises in good order,  condition,  and repair,  including  all
fixtures,  and equipment installed by Tenant except for normal wear and tear. In
the event Tenant fails to maintain the Premises in good order and repair, except
for  reasonable  wear and tear,  Landlord  shall give Tenant notice to make such
repairs or  perform  such  maintenance  as  Landlord  deems  appropriate  in its
commercially  reasonable  discretion.  In the event Tenant fails to do so within
fifteen (15) days of receipt of notice,  or if such repairs cannot be reasonably
made  within such a period and if Tenant has not  commenced  to make the repairs
and /or has not diligently prosecuted the repairs to completion, Tenant shall be
in  material  breach and  default of this  Lease,  and  Landlord  shall have the
option, but not the obligation, to make such repairs or perform such maintenance
at the expense of Tenant and the cost  thereof  shall be deemed to be, and shall
be paid,  as additional  rent,  with the rent next due following the delivery of
notice to Tenant of said cost.  Landlord  shall have no  liability to Tenant for
any  damage,  inconvenience,  or  interference  with the use of the  Premises by
Tenant as a result of making any such repairs or  performing  such  maintenance.
Landlord's  right to perform such repair is in addition to a cumulative with all
other rights  Landlord has hereunder and at law and in equity,  and Landlord may
elect to utilize any number of such other remedies with or without so performing
such work.

         11.2 Exhibit "F" (the "Work Letter") sets forth  Landlord's  obligation
for the payment of a Construction Allowance (as defined in the Work Letter).

12.  ALTERATIONS

         12.1  Tenant,  at  its  expense,   may  make  changes,   additions  and
improvements to the Premises provided any change, addition or improvement shall:


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                    (a) Be made only with the prior written consent of Landlord,
                which consent shall not be unreasonably withheld or delayed, and
                which shall  include  approval of space plans and final  working
                drawings, if applicable; and

                    (b) comply  with  all  applicable  governmental  regulations
                and carry  certification from the Tenant's designer or architect
                that the changes,  additions or improvements to the Premises, to
                the best of the certifier's knowledge,  meet the requirements of
                the Americans with Disabilities Act; and

                    (c) equal or exceed the current  construction  standards for
                the building; and

                    (d) be performed by licensed  contractors who have, prior to
                commencing  work,  delivered  to Landlord  evidence of insurance
                coverage  in amount and form  satisfactory  to  Landlord,  which
                current  insurance  requirements are described in Article 12.1.1
                of this Lease.

         12.2  Notwithstanding   anything  contained  in  Section  12.1  to  the
contrary,  Tenant  shall  not be  responsible  for the cost of any  upgrades  or
alterations  to the  Building  outside of the  Premises,  that may  result  from
Tenant's Alterations within the Premises, including, but not limited to upgrades
or  alterations  to the  fire and  life  safety  systems  within  the  Building,
compliance with the Americans With  Disabilities Act ("ADA"),  or other building
codes or  ordinances.  If  Landlord  is  required  to perform  any  upgrades  or
alterations  to the  Building  outside of the  Premises  as a result of Tenant's
Alterations within the Premises,  then Landlord shall be entitled to include the
cost  of such  upgrades  or  alterations  within  Expenses  in  accordance  with
requirements of Article 6 of this Lease.

         12.1.1  COMMERCIAL  GENERAL  LIABILITY  INSURANCE - Landlord's  current
insurance  requirements  for contractors  working in the Building,  which may be
changed from time to time as is reasonably necessary, are as follows:

Each contractor or subcontractor shall secure and maintain,  at its own expense,
a commercial  general  liability  policy which insures  against  bodily  injury,
property damage, personal injury and advertising injury claims arising from work
conducted or service  provided on behalf of the Tenant,  with a combined  single
limit of $1,000,000 per occurrence, a general aggregate limit of $2,000,000, and
a  products/completed  operations  aggregate  limit of  $2,000,000.  Any general
aggregate  limit shall  apply per project  (contractor).  Such  insurance  shall
include    Landlord,    Landlord's   Agents   or    Representatives    and   the
Engineer/Architect   as  additional  insureds  and  certificate  holders.   Such
insurance shall include the following coverage extensions:

         (a) Contractual  liability;  (b) Broad form property damage  liability;
         (c) Personal and advertising injury liability; and
         (d) Coverage for liability arising from independent contractors.

Contractor's completed operations insurance shall remain in effect for two years
after completion of work on behalf the Landlord.  Coverage may not be written on
a claims made basis without prior approval of Landlord.

HIGH RISK

Any  contractors or  subcontractors  whose work or services  listed on the "High
Risk Schedule"  designated by Landlord are required to provide a combined single
limit of $5,000,000 per occurrence,  a general aggregate limit of $5,000,000 and
a products/completed  operations aggregate of $5,000,000. All other requirements
remain unchanged.

BUSINESS AUTO LIABILITY

Contractors and subcontractors shall secure and maintain,  at their own expense,
a business  auto  liability  policy  which  insures  against  bodily  injury and
property  damage  claims  arising out of  maintenance,  use or operation of "any
auto." A combined  single  limit of  liability  for bodily  injury and  property
damage of $1,000,000  per accident  shall be  furnished.  Such  insurance  shall
include Landlord and Landlord's Agents or Representatives as additional insureds
and certificate holders.

WORKERS COMPENSATION & EMPLOYERS LIABILITY

Contractors and  subcontractors  shall secure and maintain,  at its own expense,
workers compensation  insurance and employers liability  insurance.  The workers
compensation  insurance  must satisfy the  Contractor's/Subcontractor's  workers
compensation  obligation to its employees in the states in which they operate on
the Tenant's behalf.  Employers liability insurance must be secured with minimum
limits of $1,000,000 for bodily injury by accident, $1,000,000 each employee for
bodily  injury by disease,  and a $1,000,000  policy limit for bodily  injury be
disease or by Contractor's/Subcontractor's employees.


                                       6


<PAGE>


CERTIFICATE OF INSURANCE

Contractors/Subcontractors  shall furnish certificates of insurance,  evidencing
such policies required above prior to commencement of work or services and prior
to each  renewal  thereafter.  Such  insurance  shall be written  with  insurers
licensed to do business  in the state in which the  property is located,  with a
Best Insurance Reports rating of "A," "VIII" or better unless otherwise approved
by  Landlord,  Landlord's  Agents or  Representatives.  Such  policies  shall be
endorsed and such certificates  shall provide that no cancellation,  non-renewal
or material  reduction in coverage can take effect  unless 30 days prior written
notice by registered mail to furnished to the Landlord.

                12.1.2Tenant  or  Tenant's  contractor(s)  shall  apply  for and
obtain any and all permits required for any alteration,  and shall submit a copy
of each  permit  to  Landlord  upon  receipt.  Copies  of the  signed,  approved
inspection  records and permits shall be provided to Landlord at the  completion
of work.  If  applicable,  Tenant  shall  also  provide  Landlord  a copy of the
Certificate of Occupancy  issued by the Building  Department  upon completion of
the work and prior to Tenant's occupancy of the Premises.

                12.1.3Within   sixty  (60)  days  of  the   completion   of  any
alterations  to the Premises,  Tenant shall provide  Landlord with a copy of the
construction  contract  for the  alteration  along with copies of lien  releases
evidencing Tenant's full payment under that contract.

                12.1.4Within sixty (60) days of completion of any alterations to
the Premises,  Tenant shall provide to Landlord one (1) set of reproducible  "as
built"  drawings  and  two  (2)  "as  built"  copies  of  drawings  showing  all
alterations, improvements, and changes to the Building and Premises.

         12.2  Tenant  shall have the right at any time  during the Term of this
lease to remove its trade  fixtures  and  personal  property  from the  Premises
provided that Tenant is not then in default of any of its obligations  hereunder
and provided such removal shall not damage or mar the Premises. Tenant, upon the
termination  of this lease or the expiration of the Term hereof or upon vacating
the  Premises  for any  reason,  shall quit and  surrender  the  Premises in the
condition  Tenant received the Premises from Landlord,  reasonable wear and tear
excepted.  Upon the  termination  of this Lease or the  expiration  of the Term,
Landlord shall have the option to require Tenant to remove from the Premises, at
Tenant's expense,  all trade fixtures placed on the Premises by Tenant, with the
Premises  thereafter  to be restored or repaired as required in Article  11.1 by
Landlord, at the expense of the Tenant.  Provided however, that Tenant shall not
be required  to remove the  exiting  vault  located  within the  interior of the
Premises.

         12.3  Tenant  shall keep the  Premises  and the  Building  of which the
Premises  are a part  free and clear of any  liens  and  shall  indemnify,  hold
harmless, and defend Landlord from any liens and encumbrances arising out of any
work performed or materials  furnished by or at the direction of Tenant.  In the
event any lien is filed,  Tenant shall do all acts  necessary  to discharge  any
lien within ten (10) days of filing,  or if Tenant  desires to contest any lien,
then Tenant shall deposit with Landlord  within ten (10) days of filing the lien
such security as Landlord  shall demand to insure the payment of the lien claim.
In the event  Tenant  shall fail to pay any lien claim when due or shall fail to
deposit the security with Landlord within the aforesaid ten (10) day period, the
Tenant  shall be in default of this Lease.  In  addition  to any other  remedies
Landlord may have under this Lease for the default, Landlord shall also have the
right to expend all sums reasonably necessary to discharge the lien claim and to
notify the Tenant of the amount of such sums.  Thereafter,  Tenant  shall pay as
additional  rental,  when the next rental  payment is due, all sums  expended by
Landlord in discharging any lien, including actual attorneys' fees and costs.

13.  TAXES

         13.1 Tenant shall pay, or cause to be paid, before delinquency, any and
all taxes  levied or assessed and which  become  payable  during the Term hereof
upon all Tenant's leasehold  improvements,  equipment,  furniture,  fixtures and
personal property located in the Premises; except taxes attributed to Landlord's
tenant improvement allowance given to Tenant, if any. In the event any or all of
the  Tenant's  leasehold  improvements,   equipment,  furniture,  fixtures,  and
personal property shall be assessed or taxed with the Building, Tenant shall pay
to  Landlord  its share of such taxes  within ten (10) days  after  delivery  to
Tenant by Landlord of a statement  in writing  setting  forth the amount of such
taxes  applicable to Tenant's  property.  Tenant shall have the right to contest
such taxes.  If the local taxing  authority  issues a separate tax statement for
Tenant's   improvements,   Tenant  shall  pay  those  taxes  directly  prior  to
delinquency.  Failure of Tenant to so pay timely all or any part of the taxes it
is obligated  to pay  hereunder  shall be a material  breach and default of this
Lease.

14. ASSIGNMENT AND SUBLETTING

         14.1  Tenant  shall not  voluntarily  or by  operation  of law  assign,
transfer,  mortgage, sublet or otherwise transfer or encumber all or any part of
Tenant's  interest in this Lease or in the Premises,  without  Landlord's  prior
written  consent,  which  Landlord  shall not  unreasonably  withhold  or delay.
Landlord  shall  respond to Tenant's  request for consent  hereunder in a timely
manner  and  any  attempted  assignment,   transfer,  mortgage,  encumbrance  or
subletting  without such consent shall be void, and shall constitute a breach of
this Lease.

         14.2 If Tenant wishes to sublet any portion of the Premises  ("Proposed
Sublease  Space"),  Tenant  shall give to Landlord,  at least  fifteen (15) days
prior to the proposed  effective date of such  subletting  ("Proposed  Effective


                                       7


<PAGE>

Date") a notice of intention to sublease  ("Notice of Intention"),  which states
the Proposed  Effective Date and fully describes the Proposed Sublease Space and
the  proposed  subtenant.  Tenant shall also  provide  Landlord  any  additional
information  requested  by  Landlord  concerning  the  proposed  sublease or the
proposed sublessee immediately upon request.

         14.3 If Tenant  wishes to sublet  the  whole  Premises  for the  entire
remaining term, as to the whole  Premises,  Landlord shall have the right, to be
exercised by giving notice  ("Recapture  Notice") to Tenant within  fifteen (15)
working days after  receipt of Tenant's  Notice of  Intention,  to recapture the
Premises.  If such  Recapture  Notice is  given,  it shall  serve to cancel  and
terminate the entire  remaining Term of this Lease as of the Proposed  Effective
Date and as fully and completely as if said Date had been  definitely  fixed for
the  expiration  of the Term of this Lease and all option rights of Tenant under
this Lease with respect to the space shall also  terminate  retroactively  as of
the date Tenant gave its Notice of Intention.  If such  Recapture  Notice is not
given within 15 working days after receipt of Tenant's Notice of Intention, then
approval to sublease shall be deemed given.

         14.4 As to a portion of the Premises, upon receiving Tenant's Notice of
Intention,  Landlord  will not  unreasonably  withhold  or delay its  consent to
Tenant's  subletting  the  Proposed  Sublease  Space  pursuant  to the  proposed
agreement as provided in its Notice of Intention  subject,  however,  to all the
other provisions of this Article.

         14.5 In the event of any  assignment  or sublease of all or any portion
of the Premises  ("Transferred  Space") where the rental  reserved and all other
consideration  paid by or on  behalf  of the  assignee  or  subtenant  for  such
assignment  or  sublease,  no matter how  characterized  and  without  regard to
whether such appears in the assignment or sublease, exceed or are in addition to
the rental reserved in the Lease or prorate portion of such rental,  as the case
may be, for such  Transferred  Space,  Tenant shall pay Landlord,  as additional
rent,  immediately  after Tenant receives the same,  fifty percent (50%) of such
excess after first  deducting the cost,  amortized on a straight line basis over
the remaining term of the Lease,  of (i) the Broker's  commission paid by Tenant
with regards to the transfer; (ii) the cost of improvements made to the Premises
by Tenant at Tenant's expense for the purpose of subletting or assigning.

         14.6 Regardless of the Landlord's  consent, no subletting or assignment
shall release  Tenant of Tenant's  obligation or alter the primary  liability of
Tenant to pay the rent and to perform all other  obligations  to be performed by
Tenant hereunder. The acceptance of rent by Landlord from any other person shall
not be deemed to be a waiver by Landlord of any  provisions  hereof.  Consent to
one  assignment  or  subletting  shall not be deemed  consent to any  subsequent
assignment or  subletting.  In the event of default by any assignee of Tenant or
any successor of Tenant, in the performance of any of the terms hereof, Landlord
may proceed directly against Tenant without the necessity of exhausting remedies
against  said  assignee.  Landlord  may  consent to  subsequent  assignments  or
subletting  of this  Lease or  amendments  or  modifications  to this Lease with
assignees of Tenant,  without notifying Tenant, or any successor of Tenant,  and
without obtaining its or their consent thereto and such action shall not relieve
Tenant of liability under this lease.

         14.7 Tenant  shall have the right to enter into a sublease,  subject to
the  Landlord's  approval  as  defined  herein  and which  approval  will not be
unreasonably withheld or delayed, provided that the proposed tenant is generally
compatible with the use and tenant mix of the Building and that existing tenants
would not be  materially  adversely  affected by the  sublease  tenant's use and
occupancy of the  Premises.  Tenant shall not sublease the Premises to any other
Tenant that is prohibited by virtue of restrictive clause(s) in any other tenant
lease and  Landlord  reserves  the right to deny the right to  sublease  to such
tenant(s)  unless express  permission and waiver are received from the tenant or
tenants holding such restrictive clause(s). For purpose of this Section 14.7 any
use permitted in Section 9.1 shall be deemed a compatible  use and tenant mix of
the building.

         14.8 If Tenant is a  corporation  (other than a  corporation  which has
fifty (50) or more  shareholders  and  tangible  assets of One  Million  Dollars
($1,000,000) or more in fair market value), or is an unincorporated  association
or partnership  (other than a partnership  which has fifty (50) or more partners
and tangible assets of One Million  Dollars  ($1,000,000) or more in fair market
value), then the transfer, assignment, or hypothecation of any stock or interest
in such  corporation  or  partnership  in the aggregate  during the Term of this
Lease in excess of thirty-three and one-third  percent (33-1/3%) shall be deemed
an assignment within the meaning and provisions of this section 14.

         14.9  Notwithstanding  the  foregoing,  Landlord  shall  consent  to an
assignment,  sublease,  sale or transfer  if the notice from Tenant  states that
Tenant  desires to assign the Lease,  sublease  the  Premises,  or transfer  its
stock, to any entity into which Tenant: (i) wholly owns or controls Tenant; (ii)
is wholly owned or  controlled  by Tenant;  (iii) is under  common  ownership or
control with Tenant;  or (iv) into which Tenant or any of the foregoing  parties
is merged,  consolidated or reorganized, or to which all or substantially all of
Tenant's  assets  or any  such  other  party's  assets  are  sold (a  "Permitted
Transferee"),  provided that if the Tenant does not continue in existence as the
Tenant under the Lease (a) the transferee executes, acknowledges and delivers to
Landlord an agreement  whereby the  transferee  agrees to be bound by all of the
covenants and agreements in this Lease which Tenant has agreed to keep,  observe
or perform, that the transferee agrees that the provisions of this section shall
be  binding  upon it as if it were the  original  Tenant  hereunder  and (b) the
transferee  shall have a net worth  (determined  in  accordance  with  generally
accepted  accounting  principles  consistently  applied)  immediately after such
transfer  which is at least equal to the lesser of: (a) One Hundred  Million and
No/100 Dollars ($100,000,000) or (b) the net worth (as so determined) of Tenant:


                                       8


<PAGE>

(1) at the  commencement of this Lease or (2) immediately  before such transfer;
whichever  is  greater.   Notwithstanding  anything  to  the  contrary  in  this
paragraph,  Tenant shall not be released from  liability as a result of any such
assignment, sublease, sale or transfer.

         14.10  Attorney's  Fees: In the event Tenant shall assign or sublet the
Premises or request the consent of Landlord to any assignment or subletting then
Tenant shall pay Landlord's  reasonable  attorney's  fees incurred in connection
therewith,  such attorney's fees not to exceed One Thousand  Dollars  ($1000.00)
for each such request.

15. HOLDING OVER

         15.1 Any holding over after the expiration of this Lease by Tenant with
the consent of the Landlord  shall be deemed to be a tenancy from month to month
and  except  for the Term  thereof  shall be on the same  terms  and  conditions
specified herein,  so far as applicable,  except for Rent which shall be at 125%
of the rent due under this agreement.

16.  NOTICES

         16.1 All  notices  required  or  permitted  by this  Lease  shall be in
writing  and may be  delivered  in person  (by hand or by  messenger  or courier
service) or may be sent by first  class,  certified or  registered  mail or U.S.
Postal Service Express Mail, with postage prepaid, or by facsimile  transmission
with  written  confirmation  of  successful  transmission,  and  shall be deemed
sufficiently  given if served in a manner specified in this Paragraph 16. Either
Party may by written notice to the other specify a different  address for notice
purposes,  except that upon Tenant's  taking  possession  of the  Premises,  the
Premises  shall  constitute  Tenant's  address  for the  purpose  of  mailing or
delivering  notices to Tenant. A copy of all notices required or permitted to be
given to Landlord or Tenant hereunder shall be concurrently  transmitted to such
party or parties at such  addresses  as Landlord or Tenant may from time to time
hereafter designate by written notice to the other party.

         16.2 Any notice sent by registered or certified  mail,  return  receipt
requested,  shall be deemed  given on the date of delivery  shown on the receipt
card, or if no delivery date is shown,  the postmark  thereon.  If sent by first
class mail the notice  shall be deemed  given  forty-eight  (48) hours after the
same is addressed as required  herein and mailed with postage  prepaid.  Notices
delivered by United  States  Express Mail or overnight  courier that  guarantees
next day delivery shall be deemed given twenty-four (24) hours after delivery of
the same to the  United  States  Postal  Service  or  courier.  If any notice is
transmitted by facsimile transmission or similar means, the same shall be deemed
served or delivered upon telephone  confirmation of receipt of the  transmission
thereof,  provided a copy is also  delivered  via delivery or mail. If notice is
received on a Saturday,  Sunday or legal holiday, it shall be deemed received on
the next business day.

         16.3   Notices for Landlord shall be addressed to:

                           RPD Almaden, LLC
                           c/o Dinapoli Capital Partners
                           One Almaden Blvd., Suite 501
                           San Jose, CA 95113
                           Attention: Rob Cullen

         16.3   Notices  for  Tenant,  prior  to its occupancy  of the Premises,
shall be addressed to:

                           BRIDGE BANK NATIONAL ASSOCIATION, INC.
                           55 Almaden Boulevard
                           San Jose, California 95113
                           Attn: Ken Silveira

                  cc:      Groom & Cave, LLP
                           1570 The Alameda, Suite 100
                           San Jose, CA 95126
                           Attn:  Thomas R. Cave, Esq.

17.  SIGNS

         17.1  Subject  to  the   approval  of  Landlord   which  shall  not  be
unreasonably   withheld,  and  further  subject  to  approval  by  any  and  all
governmental  agencies  having  jurisdiction,  Tenant  shall  have the  right to
install  a facade  lobby  sign in the  lobby of the  Building  to  identify  the
location of the Tenant's first floor office.  Such sign shall spell out Tenant's
name and/or contain  Tenant's logo, and shall be installed at Tenant's sole cost
and expense. If installed, the sign shall be placed in the location set forth on
Exhibit  "E"  attached,  which  sign  shall be deemed to have been  approved  by
Landlord  as to  location  only.  The  foregoing  signage  is  personal  to  the
originally named Tenant and to any Permitted Transferee.

         17.2  Tenant,  at its sole cost and  expense,  shall  maintain  in good
condition  all signs  installed  by or for Tenant on and within the  Building or


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<PAGE>

Property.  Tenant shall pay all permit and license fees which may be required to
be paid for the erection  and  maintenance  of any and all such signs,  and such
signs shall be legally  permitted to be  installed.  Tenant agrees to exonerate,
save  harmless,  protect  and  indemnify  Landlord  from and against any and all
losses, damages, claims, suits, or actions for any damage or injury to person or
property  caused by the erection and maintenance of such signs or parts thereof,
and insurance  coverage for such signs shall be included in the public liability
policy which Tenant is required to furnish under Sections 20.1 and 20.2 hereof:

18. RIGHT OF ENTRY

         18.1  Landlord  and its agents  shall  have the right  upon  reasonable
advance notice to Tenant,  during normal business hours, and when accompanied by
Tenant,  except for janitors,  emergencies,  and in response to Tenant's request
for  repairs,  to enter  upon the  Premises  with  Tenant's  permission  for the
purposes of inspection,  serving, or posting notices,  maintaining the Premises,
making any necessary or appropriate repairs, complying with laws, ordinances and
regulations or protecting  the Premises.  Landlord and its agents shall have the
right upon twenty four (24) advance  notice to Tenant,  during  normal  business
hours,  and when  accompanied  by  Tenant,  to enter upon the  Premises  for the
purpose of making  alterations,  or  additions  to any  portion of the  Premises
(including the erection and maintenance of scaffolding,  partitions,  and repair
equipment as shall be required),  , or for any other lawful  purpose,  including
showing the Premises to prospective purchasers or tenants, so long as such entry
and  activity do not  interfere  with the business  activities  of Tenant on the
Premises.  Tenant  shall  not,  in such  event,  claim or be allowed or paid any
damages for any injury or inconvenience occasioned thereby.

19. INDEMNIFICATION

         19.1 Tenant shall indemnify and hold harmless Landlord from any and all
claims  arising  from  Tenant's  use of the  Premises or from the conduct of its
business or from any activity, work, or other things done, permitted or suffered
by  Tenant in or about  the  Premises,  and  shall  further  indemnify  and hold
harmless Landlord against and from any and all claims arising from any breach or
default to the  performance  of any  obligation on Tenant's part to be performed
under the terms of this  Lease,  or arising  from any act or  negligence  of the
Tenant,  and from all costs,  attorneys  fees, and  liabilities,  incurred in or
about the defense of any such claim or any action or proceeding brought thereon.
Tenant upon notice from  Landlord  shall defend the same at Tenant's  expense by
counsel reasonably  satisfactory to Landlord.  Tenant, as a material part of the
consideration  to  Landlord,  hereby  assumes  all risk of damage to property or
injury to persons in,  upon,  or about the  Premises,  from any cause other than
Landlord's,  or its employees,  agents,  contractors,  or invitees negligence or
intentional  misconduct;  and Tenant hereby waives all claims in respect thereof
against Landlord. Tenant shall give prompt notice to Landlord of any casualty or
accident in the Premises of which it has knowledge or notice.  This indemnity is
conditioned  upon  Landlord  giving  Tenant  prompt  notice of any  claim  being
asserted or claimed  against  Landlord  for which Tenant might be called upon to
indemnify Landlord.

         19.2 Landlord shall defend, indemnify and hold harmless Tenant from any
and all claims arising from Landlord's work, or other things done,  permitted or
suffered  by  Landlord  in or about  the  Premises,  and shall  further  defend,
indemnify and hold harmless  Tenant  against and from any and all claims arising
from any breach or default to the  performance  of any  obligation on Landlord's
part to be performed  under the terms of this Lease,  or arising from any act or
negligence of the Landlord, and from all costs, attorneys fees, and liabilities,
incurred in or about the  defense of any such claim or any action or  proceeding
brought  thereon.  Landlord  upon notice from  Tenant  shall  defend the same at
Landlord's expense by counsel reasonably satisfactory to Tenant.

20.  INSURANCE

         20.1     Landlord's Insurance - Landlord shall secure and maintain:

                  (a) All risk property insurance on the Property, including the
                  Premises and the tenant  improvements  existing therein at the
                  Lease  Commencement  date.  Landlord shall not be obligated to
                  insure any furniture,  equipment,  trade fixtures,  machinery,
                  goods,  or supplies  which  Tenant may keep or maintain in the
                  Premises or any  alteration,  addition,  or improvement  which
                  Tenant may make upon the Premises. In addition, Landlord shall
                  secure and  maintain  rental  income  insurance.  Landlord may
                  elect to  self-insure  for the coverages  required  under this
                  section.

                  If the annual  cost to  Landlord  for such  property or rental
                  income  insurance  exceeds the standard  rates  because of the
                  nature of Tenant's  operations,  Tenant shall, upon receipt of
                  appropriate  invoices,  reimburse  Landlord for such increased
                  cost.

                  (b) Commercial  general  liability  insurance.  Such insurance
                  shall  be in  addition  to,  and  not in  lieu  of,  insurance
                  required to be  maintained  by Tenant.  Landlord  may elect to
                  self-insure for this coverage. Tenant shall not be named as an
                  additional  insured  on  any  policy  of  liability  insurance
                  maintained by Landlord.

         20.2     Tenant's  Insurance.  Tenant  shall  secure  and  maintain, at
Tenant's expense:


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<PAGE>


                  (a) All risk  property  insurance on all of Tenant's  fixtures
                  and personal  property in the Premises and on any alterations,
                  additions or  improvements  made by Tenant upon the  Premises,
                  all for the full replacement  cost thereof (without  deduction
                  for depreciation).  Such policies shall provide for protection
                  against any perils normally included within the classification
                  of  "All  Risks"  and  shall  contain  endorsements   covering
                  demolition and increased costs of  construction,  water damage
                  (including   earthquake  sprinkler  leakage),   vandalism  and
                  malicious  mischief,  and  liability  for  changes  in laws or
                  ordinance.  Tenant shall use the proceeds from such  insurance
                  for the replacement of fixtures and personal  property and for
                  the  restoration  of Tenant's  improvements,  alterations  and
                  additions  to the  Premises.  Landlord  shall be named as loss
                  payee as respects alterations, additions or improvements.

                  (b) Workers  compensation and employers  liability  insurance.
                  The employers liability insurance shall afford limits not less
                  than $500,000 per  accident,  $500,000 per employee for bodily
                  injury by disease, and $500,000 policy limit for bodily injury
                  by  disease.   Such  insurance   shall  comply  with  Tenant's
                  obligations to the employees under California law.

                  (c)  Commercial  general  liability  insurance  which  insures
                  against claims for bodily injury, personal injury, advertising
                  injury and property  damage  based upon,  involving or arising
                  out of the use,  occupancy or  maintenance of the Premises and
                  the Project.  Such insurance shall afford,  at a minimum,  the
                  following limits:

                            Each Occurrence                           $1,000,000
                            General Aggregate                         $2,000,000
                            Products/Completed Operations Aggregate   $2,000,000
                            Personal & Advertising Injury Liability   $1,000,000
                            Fire Damage Legal Liability               $   50,000
                            Medical Payments                          $    5,000

                  Any general  aggregate  limit  shall  apply on a  per-location
                  basis.

                  Such insurance  shall name Landlord;  its trustees,  officers,
                  directors,  agents and employees;  Landlord's Mortgagees;  and
                  Landlord's Representatives as additional insureds,

                  This coverage  shall include  blanket  contractual  liability,
                  broad form  property  damage  liability  and shall  contain an
                  exception to any pollution  exclusion  which insures damage or
                  injury  arising  out of heat,  smoke or fumes  from a  hostile
                  fire. Such insurance  shall be written on an occurrence  basis
                  and contain a standard separation of insureds provision.

                  (d) Business  auto  liability  which  insures  against  bodily
                  injury  and  property   damage  claims   arising  out  of  the
                  ownership,  maintenance  or use of "any auto".  A minimum of a
                  $1,000,000 combined single limit per accident shall apply.

                  (e) Umbrella  excess  liability  insurance,  on an  occurrence
                  basis,  that  applies  excess of required  commercial  general
                  liability,  business auto  liability  and employers  liability
                  policies,   which  insures  against  bodily  injury,  property
                  damage, personal injury and advertising injury claims with the
                  following minimum limits:

                            Each Occurrence                   $5,000,000 minimum
                            Annual Aggregate                  $5,000,000 minimum

                  These limits shall be in addition to and not  including  those
                  stated for underlying  commercial general liability,  business
                  auto liability and employers liability insurance.  Such policy
                  shall name Landlord; its trustees, officers, directors, agents
                  and   employees;   Landlord's   Mortgagees;   and   Landlords'
                  Representatives as additional insureds.

         20.3  General  Insurance  Requirements.  All  policies  required  to be
carried by Tenant  hereunder  shall be issued by and binding  upon an  insurance
company  licensed to do business in the state of California  with a rating of at
least  "A- VII" or  better  as set  forth in the most  current  issue of  Best's
Insurance Reports, unless otherwise approved by Landlord. Tenant shall not do or
permit  anything  to be  done  that  would  invalidate  the  insurance  policies
required.

Liability insurance maintained by Tenant shall be primary coverage without right
of contribution by any similar insurance that may be maintained by Landlord.

Certificates of insurance,  acceptable to Landlord, evidencing the existence and
amount  of each  insurance  policy  required  hereunder  shall be  delivered  to
Landlord  prior to delivery or  possession of the Premises and ten days prior to
each renewal date.  Certificates  of insurance  shall include an endorsement for
each policy showing that Landlord; its trustees, officers, directors, agents and
employees; Landlord's Mortgagees; and Landlord's Representatives are included as
additional  insureds on liability  policies and that  Landlord is loss payee for


                                       11


<PAGE>

property  insurance.  Further,  the certificates must include an endorsement for
each policy  whereby the insurer  agrees not to cancel,  non-renew or materially
reduce the limits of the policy on the  premises  without at least 30 days prior
written notice to Landlord and Landlord's Representative.

In the event that Tenant fails to provide  evidence of insurance  required to be
provided by Tenant  hereunder,  prior to commencement of the term and thereafter
during the term,  within 10 days following  Landlord's  written request thereof,
and 30 days prior to the expiration date of any such coverage, Landlord may, but
shall not be obligated to obtain the required  insurance,  and the cost thereof,
together with an  administrative  fee of Five Hundred Dollars  ($500),  shall be
payable by Tenant to Landlord on demand. Nothing in this Section shall be deemed
to be a waiver of any rights or remedies  available to Landlord under this Lease
or at law or in equity if Tenant fails to obtain the required insurance policies
and to deliver evidence thereof.

Tenant  shall  furnish  Landlord  with  renewals or  "binders"  of each  policy,
together with evidence of payment of the premium therefore, at least thirty (30)
days prior to  expiration.  Tenant  shall  have the right to  provide  insurance
coverage pursuant to blanket policies obtained by Tenant if the blanket policies
expressly afford coverage as required by this Lease.

The limits of insurance  required by this Lease, or as carried by Tenant,  shall
not  limit  the  liability  of  Tenant  or  relieve  Tenant  of  any  obligation
thereunder,  except to the extent provided for under Waiver of Subrogation.  Any
deductibles selected by Tenant shall be the sole responsibility of Tenant.

         20.4 Waiver of  Subrogation  - Each policy of All Risk  Coverage  which
Tenant obtains for the Premises,  and which  Landlord  obtains for the Building,
shall  include  a  clause  or  endorsement  denying  the  insurer  any  right of
subrogation  against the other party  hereto to the extent that rights have been
waived by the insured party prior to the occurrence of injury or less.  Landlord
and Tenant  each waive any rights of  recovery  against  the other for injury or
loss due to hazards covered by its own insurance, to the extent of the injury or
loss covered thereby.

21. ESTOPPEL CERTIFICATE

         21.1 Tenant shall execute,  acknowledge  and deliver to Landlord within
ten (10) days of request by Landlord from Lease  Commencement Date or payment in
full by Landlord of any  contribution  toward Tenant  Improvements,  if any, the
form of Estoppel Certificate attached as Exhibit "C" hereto, which shall confirm
that the Lease is unmodified and in full force and effect (or if there have been
modifications that the same are in full force and effect as modified),  the date
of  commencement  of this Lease,  the date on which rent has been paid,  and any
such other information as Landlord shall reasonably  request.  Also, at any time
if requested by Landlord, Tenant shall execute and return to Landlord within ten
(10) days the same or a similar  form of  Estoppel  Certificate,  provided  that
Tenant shall not be required to provide  Landlord  with an Estoppel  Certificate
more than three (3) times during any twelve  month period of the Lease Term.  It
is acknowledged by Tenant that any such statement is intended to be delivered by
Landlord and relied upon by  prospective  purchasers,  mortgages,  beneficiaries
under deeds of trust or assignees  thereof.  Failure of Tenant to timely execute
and return  said  Certificate  to  Landlord  within  said ten (10) days shall be
deemed  approval  of same  by  Tenant  and all  information  set  forth  on said
Certificate shall be conclusively binding on Tenant.

22. SUBORDINATION AND NONDISTURBANCE

         22.1 Tenant shall,  subject to the conditions  set forth below,  at the
request of Landlord, in writing, cause its interest to become subordinate to any
such first  mortgage or first deed of trust which has been or shall be placed on
the land and  building or land or building  of which the  Premises  form a part.
Tenant  shall,  at any time  hereinafter  on demand,  execute  any  instruments,
releases,  or other documents that may be required by any mortgagee,  mortgagor,
or trustor or  beneficiary  under any such first deed of trust or first mortgage
for the purpose of subjecting  and  subordinating  this Lease to the lien of any
such  first  mortgage  or first  deed of  trust,  provided,  however,  that such
instrument must provide in effect that: (a) in the event of foreclosure or other
action  taken under the  mortgage or deed of trust by the holder  thereof,  this
Lease and the rights of Tenant hereunder (including the right, if any, to extend
the Term thereof and for  additional  space)  shall not be  disturbed  but shall
continue  in full  force and  effect so long as Tenant  shall not be in  default
hereunder;  and (b) such holder shall permit insurance proceeds and condemnation
proceeds to be used for any restoration  and repair required by this Lease;  and
(c) no property owned or removable by Tenant shall be subject to any lien of the
mortgage or deed of trust. Tenant agrees that if the mortgagee,  beneficiary, or
any person  claiming  under the  mortgagee or  beneficiary  shall succeed to the
interest  of  Landlord in this Lease,  Tenant  will  recognize  said  mortgagee,
beneficiary,  or person as its landlord under the terms of this Lease,  provided
that  said  mortgagee,  beneficiary,  or  person  for the  period  during  which
beneficiary,  trustee,  or person shall hold Landlord's interest in the Premises
shall assume all of its obligations of Landlord hereunder, and shall acknowledge
Tenant's rights hereunder. This Section 22.1 shall also apply to Tenant's rights
under  the  Satellite  Agreement.  Landlord  shall use  commercially  reasonable
efforts to obtain from its existing lender a subordination,  non-disturbance and
attornment  agreement  that is  reasonably  acceptable  to Tenant and that is on
commercially reasonable terms.


                                       12


<PAGE>


23. COMPLIANCE WITH LAWS AND RULES

         23.1 Tenant,  at Tenant's sole cost, shall comply at all times with all
laws,  ordinances,  orders,  and  regulations  of all  governmental  and  public
authorities with respect to the Premises.  Tenant shall also abide by applicable
laws and Landlord's  rules and regulations with respect to its use of the common
areas of the Building and the associated adjacent Parking Facilities  controlled
or managed by Landlord. A judgment of any court of competent jurisdiction or the
admission  by Tenant in any  judicial  or  administrative  action or  proceeding
against Tenant that Tenant has violated any such laws,  ordinances,  or order or
regulations,  shall be  deemed  to be  conclusive  as to  Landlord  and  Tenant.
Notwithstanding  the foregoing,  if any  alterations  are required  because of a
change in applicable laws following the Commencement  Date,  Tenant shall not be
responsible  to perform the same unless the same are the result of: (i) Tenant's
particular use or change of use of the Premises;  (ii) Tenant's  application for
any  permit  or  governmental   approval;  or  (iii)  Tenant's  construction  or
installation of any alterations, or (iv) Tenant's specific and unique use of the
Premises;  provided,  however,  that notwithstanding the fact that Tenant is not
obligated to perform the same, Tenant shall be obligated to pay for its pro rata
share of such Expenses, subject to Section 6.1.3 above, if Landlord performs the
same.

         23.2 Tenant and Tenant's agent, servants, and employees,  visitors, and
licensees  shall  observe  and comply  strictly  with all  reasonable  rules and
regulations now adopted or which are adopted hereafter for the care, protection,
cleanliness,  and proper  operation of the Building,  which shall be enforced by
Landlord in a uniform and nondiscriminatory  manner. A copy of the current Rules
and Regulations is attached as Exhibit "B". Landlord shall have no obligation to
Tenant as a result of the violation of any such rules by any tenant or any other
person.  Landlord  shall maintain a copy of such rules in the office of Landlord
for inspection by Tenant at any reasonable  time. Each and every such rule shall
be deemed a material term of this Lease,  but no such rule or  regulation  shall
contradict or abrogate any right  expressly  granted to Tenant under this Lease,
or impose additional costs on Tenant..

24.  DESTRUCTION

         24.1 In the  event of  damage  causing  a  partial  destruction  of the
Premises during the Term of this Lease from any cause as to which repairs can be
made within (90) days from the date of the damage under the applicable  laws and
regulations  of  governmental  authorities,  Landlord  shall  repair said damage
promptly  and  within a  reasonable  period of time,  but  Tenant  and  Tenant's
insurance carrier will be solely responsible for repair and replacement, if any,
of Tenant  Improvement,  furniture,  fixture,  or any other work required in the
Premises,  and shall repair and replace  within said ninety (90) days  following
full access to the Premises by Tenant, all improvements made at Tenant's expense
and all furniture and fixtures in the Premises. Provided, however, that Landlord
shall  be  liable  to  Tenant  for any and all  damage  to  Tenant's  furniture,
fixtures,  Tenant  Improvements,  or any other work  required  in the  Premises,
caused by negligence or greater culpability of Landlord,  its agents,  servants,
employees, invitees, or permitees, and the cost of repairing same, to the extent
the cost of such damage is not covered by the  insurance  required to be carried
by Tenant or Landlord under this Lease. Any such partial destruction shall in no
way void this Lease,  except that  Tenant  shall be entitled to a  proportionate
reduction of rent while such repairs are being made such proportionate reduction
to be based upon the extent to which the portion of the  Premises  not usable by
Tenant bears to the total area of the Premises,  provided that if such damage is
caused by negligence or greater  culpability  of Tenant,  his agents,  servants,
employees, invitees, or permitees then Tenant shall not be entitled to abatement
of rent not covered by insurance. Tenant shall be liable to Landlord for any and
all damage caused by negligence or greater  culpability  of Tenant,  his agents,
servants,  employees,  invitees, or permitees and the cost of repairing same and
Tenant shall be entitled to no reduction in rent.

         24.2 If such repairs  cannot be made within ninety (90) days,  Landlord
may, at its option,  make the same within the period of no more than one hundred
twenty (120) days,  this Lease  continuing in full force and effect and the rent
to be proportionately  rebated as provided in the previous Section. In the event
that  Landlord  does not so elect to make such  repairs  which cannot be made in
ninety  (90)  days,  or  such  repairs  cannot  be  made  under  such  laws  and
regulations,  or in the  event  Landlord  does not make the  repair  within  one
hundred twenty (120) days,  this Lease may be terminated at the option of either
party.

         24.3  With  respect  to  any  partial  destruction  which  Landlord  is
obligated to repair or may elect to repair under the terms of this Article,  the
provisions of any statute or law  permitting  Tenant to terminate this Lease are
waived by Tenant. In the event that the Building which the Premises are situated
is destroyed to the extent of thirty-three  and one-third  percent  (33-1/3%) or
more of the then replacement  cost thereof,  the Landlord may elect to terminate
this  Lease upon not less than one  hundred  and  eighty  (180)  days  notice to
Tenant, whether the Premises are injured or not.

         24.4 A total  destruction  of the  Premises  or of the  Building  shall
terminate this Lease as of the date of such total destruction. The determination
that such total  destruction  has occurred shall be made by Landlord in its sole
discretion which shall be reasonably exercised.

         24.5 Except as stated in Section  24.1 herein with respect to reduction
of rent as therein provided,  Tenant shall not have any claim whatsoever against
Landlord for any damages, nor shall Tenant be released or discharged from any of
its obligations,  liabilities,  or indebtedness hereunder, should the possession
by Tenant of the  Premises be disturbed  or  interfered  with or affected in any
manner  whatsoever,  and irrespective of how caused, or by whom,  excepting only
the negligent,  intentional, or willful interference in the possession of Tenant
by  Landlord,  its  employees,  servants,  contractors,   agents,  invitees,  or
permitees.


                                       13


<PAGE>


         24.6  Upon  termination  of this  Lease  pursuant  to  Article  24,  an
equitable  adjustment  shall be made  concerning  advance  rent and any  advance
payments  made by Tenant to Landlord.  Landlord  shall,  in addition,  return to
Tenant so much of Tenant's security deposit as to which Landlord is not entitled
hereunder.

         24.7 Tenant waives the  provisions  of  California  Civil Code Sections
1932 (2) and 1933 (4) and any successor statutes or other statutes or laws which
may now or during the Term of this Lease exist and which  relate to  termination
of leases when the thing leased is  destroyed,  in whole or in part,  and agrees
that such event shall be governed solely by the terms of this Lease.

         24.8   Anything   contained   in   this   Article   to   the   contrary
notwithstanding,  Landlord shall not have any  obligation  whatsoever to repair,
reconstruct,  or restore the Premises when the damages from any casualty covered
by this Article  occurs  during the last twelve (12) months of this Lease or any
extensions thereof. Tenant shall have the right to cancel this lease if Landlord
elects not to make repairs under Section 24.2.

25. CONDEMNATION

         25.1 If any part of the Premises shall be taken or condemned for public
or quasi-public use by right of eminent domain, with or without  litigation,  or
transferred  by agreement in connection  with such public or  quasi-public  use,
this Lease, as to the part so taken or condemned or transferred  shall terminate
as of the date title  shall vest in the  condemnor  or  transferee  and the rent
payable  hereunder shall be adjusted so that tenant shall be required to pay for
the  remainder of the Term only such portion of the rent as the area in the part
remaining  that remains  useable by Tenant for its business  purposes  after the
taking or  condemnation  or transfer bears to the area of the entire Premises as
of the date title shall vest in the condemnor.

         25.2 In the event of such partial taking or  condemnation  by judgment,
verdict  or  agreement,  Landlord  and  Tenant  each  shall  have the  option to
terminate  this  Lease as of the  date  title  shall  vest in the  condemnor  or
transferee.  If all of the Premises shall be so taken, condemned, or transferred
or such part thereof be so taken,  condemned,  or transferred so that there does
not remain a portion  susceptible  of  occupation  hereunder,  this Lease  shall
terminate  as of the date title shall vest in the  condemnor or  transferee  and
Tenant  shall  have  no  responsibility  to pay  rent  from  the  date  of  such
termination.

         25.3 All compensation awarded upon such condemnation or taking shall go
to the  Landlord  and the  Tenant  shall have no claim  thereto,  and the Tenant
hereby  irrevocably  assigns and transfers to Landlord any right to compensation
or  damages to which  Landlord  may become  entitled  during the Term  hereof by
reason  of the  condemnation  of all or  part of the  Premises.  Notwithstanding
anything in the foregoing to the contrary,  Tenant, if not in default hereunder,
shall have the right to receive that portion of the award made expressly for the
moving or  relocation  expenses of Tenant,  the trade  fixtures  of Tenant,  any
improvements  paid for by Tenant,  loss of  goodwill to  Tenant's  business,  or
business disruption of Tenant.

26. INABILITY TO PERFORM

         26.1 This Lease and the  obligation  of Tenant  hereunder  shall not be
affected  or  impaired  because  Landlord  is  unable  to  fulfill  any  of  his
obligations  hereunder or is delayed in doing so, if such  inability or delay is
caused by reason of  unavailability  or scarcity of material,  strike,  or other
labor troubles,  or any other causes beyond the reasonable  control of Landlord.
If Landlord is unable to give  possession  of the Premises to Tenant as provided
for under  Article 4 hereof  within three (3) months after the  estimated  Lease
Commencement Date set forth therein,  this Lease shall automatically  terminate,
and Landlord,  by reason thereof shall not be subject to any liability  therefor
except  that  Landlord  shall  return to Tenant all monies  which  Landlord  has
theretofore received from Tenant as prepaid rent or as a security deposit.

27. INVOLUNTARY TERMINATION

         27.1   This Lease, at the option of Landlord, shall cease and terminate
upon the happening of any of the following events:

         (a) The filing of a petition for any  proceeding  under the  Bankruptcy
         Act or any  amendment  thereto  by Tenant or any other  person  against
         Tenant, and same is not discharged within ninety (90) days of filing.

         (b) A finding or judgment of insolvency of Tenant.

         (c) An assignment for the benefit of creditors by Tenant.

         (d) The levying of a writ of execution on the business of Tenant or on
              the assets of Tenant which  represents  thirty-three and one-third
              percent (33-1/3%) or more of net worth of that Tenant.

         (e)  The  appointment of a receiver to take  possession of the Premises
              or the  assets  of  Tenant or which  represents  thirty-three  and
              one-third  percent  (33-1/3%)  or more of the  net  worth  of that
              Tenant.


                                       14


<PAGE>


28.  DEFAULT

         28.1 Tenant shall be in material default of this lease, if Tenant fails
to observe or perform any of the  covenants,  conditions  or  provisions of this
Lease to be observed or performed by Tenant other than the payment of rent where
such  failure  shall  continue  for a period of thirty  (30) days after  written
notice thereof from Landlord to Tenant; provided, however, that if the nature of
Tenant's  noncompliance  is such that more than thirty (30) days are  reasonably
required  for its cure,  then  Tenant  shall not be deemed to be in  default  if
Tenant  commenced  such cure within  said thirty (30) day period and  thereafter
diligently pursues such cure to completion. To the extent permitted by law, such
thirty (30) day notice shall  constitute the sole and exclusive  notice required
to be given Tenant under applicable Unlawful Detainer statutes.  If Tenant shall
fail to make any  payment of rent or any other  payment  required  to be made by
Tenant, as and when due, where such failure shall continue for a period of three
(3) days after  written  notice  thereof from  Landlord to Tenant,  or if Tenant
should  abandon,  vacate,  or surrender the Premises or be  dispossessed  by any
process of law, or Tenant shall fail to perform timely any of its other terms or
obligations  under this Lease,  the same shall  constitute an act of default and
Tenant shall be in material breach of this Lease,  and Landlord,  in addition to
all other rights or remedies provided by law, shall have the following rights:

                28.1.1In the event Tenant commits an act of default and abandons
the Premises, Landlord may elect to continue this Lease in full force and effect
and not terminate  Tenant's right to possession of the Premises,  in which event
Landlord shall have the right to enforce any rights and remedies granted by this
Lease and by law against  Tenant,  including  without  limitation,  the right to
collect when due rental and other sums payable  hereunder,  provided  that after
the  occurrence of the act of default and  abandonment of the Premises by Tenant
and for so long as Landlord does not terminate  Tenant's  right to possession of
the  Premises,  Tenant  shall have the right to assign or sublet this Lease upon
the  prior  written  consent  of  Landlord,  which  consent  Landlord  will  not
unreasonably withhold. Landlord shall not be deemed to have elected to terminate
Tenant's right to possession unless Landlord gives Tenant written notice of such
election to terminate and in no event shall  Landlord's  acts of  maintenance or
preservation  of the Premises,  efforts to relet the Premises,  or obtaining the
appointment of a receiver to protect the interest of Landlord under the Lease be
deemed to constitute such termination.

                28.1.2Landlord   may  elect  by  written  notice  to  Tenant  to
terminate the Lease at any time after the  occurrence of an act of default,  and
in such event Landlord may, at Landlord's  option and to the extent permitted by
law,  declare this Lease and Tenant's right to possession  terminated,  re-enter
the  Premises,  remove  Tenant's  property  therefrom  and store it for Tenant's
account  and at  Tenant's  expense,  eject all persons  from the  Premises,  and
recover damages from Tenant without hindrance, and Landlord shall not thereby be
liable in damages for such re-entry or be guilty of trespass or forcible  entry.
In the event  Landlord  elects to so terminate  this Lease and Tenant's right to
possession,  or they are terminated by operation of law, such termination  shall
cancel all Tenant's options, if any, to extend the Term.

                28.1.3 In the event  Landlord  elects to so terminate this Lease
and Tenant's right to possession in accordance with the foregoing paragraph,  or
the same are  terminated  by operation  of law,  Landlord may recover as damages
from Tenant the following:

                  (i) The  worth at the time of  award  of the  unpaid  rent and
                  other sums due hereunder  which had been earned at the time of
                  termination of the Lease; plus

                  (ii) The worth at the time of the award of the amount by which
                  the unpaid rent and other sums due hereunder  which would have
                  been earned after the date of  termination of this Lease until
                  the time of the  award  exceeds  the  amount  of such  loss of
                  rental and other sums due that Tenant  proves  could have been
                  reasonably avoided; plus

                  (iii)  The  worth at the time of award of the  amount by which
                  unpaid  rental and other sums due hereunder for the balance of
                  the Term after the time of award exceeds the amount of loss of
                  such  rental  and  other  sums  that  Tenant  proves  could be
                  reasonably avoided; plus

                  (iv) Any other  amount,  including  attorney's  fees and court
                  costs,  necessary to  compensate  Landlord  for all  detriment
                  proximately  caused by Tenant's act of default or which in the
                  ordinary course of things would be likely to result therefrom,
                  including  but  not  limited  to the  cost  of  reletting  and
                  remodeling  the Premises for a new tenant and  brokerage  fees
                  involved in same.

                28.1.4The  "worth at the time of award" of the amounts  referred
to in  subparagraphs  28.1.3 (i) and 28.1.3  (ii) above is  computed by allowing
interest,  at the maximum rate  allowable in  California  as of the date of this
Agreement for business loans, from the date(s) such unpaid rental and other sums
became  due.  The  "worth  at the time of award" of the  amount  referred  to in
subparagraph  28.1.3 (iii) 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%).

         28.2 Notwithstanding any other provision of this Lease,  Landlord shall
not have the right to take possession of any of Tenant's business records or the
records or personal  property  located on the Premises of any customer of Tenant
or of any other third  party.  Furthermore,  any rights and remedies of Landlord
under this  Lease are  subject to the  powers of the  California  Commission  of
Financial  Institutions,  the FDIC and other bank  regulatory  agencies to enter
upon and assume control of the premises and of any personal property thereon.


                                       15


<PAGE>


29. ATTORNEY'S FEES AND HOLD HARMLESS

         29.1  Tenant  agrees that if  Landlord  is  involuntarily  made a party
defendant  to any  litigation  concerning  this  Lease  or the  Premises  or the
Building in which the Premises are a part by reason, in whole or in part, of any
act or omission  of Tenant and not  because of any act or omission of  Landlord,
the  Tenant  shall hold  harmless  the  Landlord  from all  liability  by reason
thereof,  including  reasonable  attorney's  fees  incurred  by Landlord in such
litigation  and all  taxable  court  costs.  Landlord  agrees  that if Tenant is
involuntarily made a party defendant to any litigation  concerning this Lease or
the  Premises or the  Building in which the  Premises  are a part by reason,  in
whole or in part,  of any act or omission of Landlord and not because of any act
or omission of Tenant,  the  Landlord  shall hold  harmless  the Tenant from all
liability by reason thereof,  including  reasonable  attorney's fees incurred by
Tenant in such  litigation  and all taxable  court costs.  If legal or equitable
action shall be brought by Landlord for unlawful  detainer of the Premises,  for
the breach of any term,  covenant or provision  hereof,  the party prevailing in
said action (Landlord or Tenant as the case may be) shall be entitled to recover
from the party not  prevailing  costs of suit and a  reasonable  attorney's  fee
which  shall  be  fixed  by the  Judge  of  the  Court,  or any  court-appointed
arbitrator or any Judge pro tem.

30.  WAIVER

         30.1 No covenant,  term,  or condition or the breach  thereof  shall be
deemed to be waived by Landlord,  except by written consent of Landlord, and any
waiver or breach of any covenant, term, or condition shall not be deemed to be a
waiver of any preceding or succeeding  breach of the same or any other covenant,
term, or  condition.  Acceptance of all or any portion of rent at any time shall
not be deemed to be a waiver of any covenant,  term,  or condition  except as to
the rent payment accepted.

31. QUIET POSSESSION

         31.1 Upon delivery of the Premises to Tenant and Tenant's timely paying
the Base Rent,  Operating Expenses,  escalation payments and other sums provided
hereunder and timely observing and performing all of the covenants,  conditions,
and provisions on Tenant's part to be observed and performed hereunder,  Tenant,
so long as not in default hereunder, shall have quiet possession of the Premises
for the entire Term hereof, subject to all the provisions of the Lease.

32. SALE BY LANDLORD

         32.1 In the event of a sale or  conveyance  by Landlord of the Building
containing  the Premises,  the same shall  operate to release  Landlord from any
future  liability upon any of the covenants or  conditions,  express or implied,
herein  contained in favor of Tenant,  and in such event  Tenant  agrees to look
solely to the  responsibility of the successor in interest to Landlord in and to
this Lease. This Lease shall not be affected by any such sale, and Tenant agrees
to attorn to the purchaser or assign.

33. BROKER REPRESENTATION

         33.1  Landlord and Tenant agree that neither party has appointed a real
estate broker to represent it in the negotiation  and  consummation of the Lease
except  for  Craig   Fordyce  and  Mike   Rosendin  of  Colliers   International
representing  Landlord and Randy  Gabrielson and Matt Winters of Cornish & Carey
Commercial  representing  Tenant,  whose  commissions  shall be paid by Landlord
pursuant to a separate agreement.

34. CONDITION OF PREMISES

         34.1  Tenant  accepts  the Premises strictly "as-is", except for latent
defects.

35.      PARKING

         35.1 Throughout the Term of this Lease,  Tenant shall have the right to
lease up to  seventy-five  (75)  employee  parking  spaces  on a  monthly  basis
throughout the Term (but Tenant shall not be obligated to lease all 75 spaces).

         35.2 Throughout the Term of this Lease,  and so long as the operator of
the  parking  facility  is  offering  reserved  spaces to other  tenants  of the
Property,  then Tenant shall have the right to convert up to fifteen (15) of its
unreserved  employee  parking  spaces to  reserved  status by paying the current
monthly rate in effect at the time of such conversion, for such conversion.

         35.3 All parking spaces  granted or purchased  pursuant to this Article
shall be located in the parking structure  adjacent to the Building and shall be
used only for passenger  vehicles  which will fit inside the parking  structure.
Tenant is granted  the use of all spaces  subject  to the  reasonable  rules and
regulations for operation of the parking facilities.

         35.4 Tenant  agrees not to assign,  sublet,  or in any way transfer the
right  to use of the  parking  spaces,  except  to  any  successor  to  Tenant's
Premises.


                                       16


<PAGE>


36. INTENTIONALLY OMITTED.


37. RIGHT OF FIRST OFFER ON EXPANSION SPACE

         37.1 Tenant shall have the on-going right of first offer (the "Right of
First  Offer")  with  respect to space on the fifth (5th) floor of the  Building
(the  "Expansion  Space").  Tenant's  Right of First Offer shall be exercised as
follows:  at any time after Landlord has determined  that any existing tenant in
the  Expansion  Space which has an  existing  option to renew or extend its term
will not  extend or renew the term of its lease for a portion  of the  Expansion
Space,  or in the event  Landlord  desires to lease any portion of the Expansion
Space to third  parties,  Landlord  shall give Tenant written notice (the "First
Offer  Notice")  of the terms  under  which  Landlord  is prepared to lease such
portion of the Expansion  Space that is available to Tenant for the remainder of
the Term,  which terms shall  reflect the  Prevailing  Market Rate  (hereinafter
defined) for such portion of the Expansion Space that is available as reasonably
determined  by Landlord.  Tenant may lease such portion of the  Expansion  Space
that is available in its entirety only (it being  understood  that the Expansion
Space consists of different  individual  spaces,  which may be offered to Tenant
individually,  or as a whole,  depending on what the existing tenant has a right
to lease or in the case of a third party, what such third party would be willing
to lease),  under such  terms,  by  delivering  written  notice of  exercise  to
Landlord (the "Notice of Exercise")  within twenty (20) days after  Landlord has
delivered the First Offer Notice; provided, however, that if Landlord desires to
lease any portion of the  Expansion  Space to a third  party,  then Tenant shall
have, in lieu of such 20-day  period,  five (5) business days after  delivery of
the First Offer Notice (and such First Offer Notice shall  specify that Landlord
desires to lease the  Expansion  Space to a third  party).  Notwithstanding  the
foregoing,  Tenant shall have no such Right of First Offer and Landlord need not
provide Tenant with a First Offer Notice, if:

         1. Tenant is in material  default under the Lease beyond any applicable
         cure  periods at the time that  Landlord  would  otherwise  deliver the
         First Offer Notice; or

         2. More than fifty percent (50%) of the Rentable  Square Footage of the
         Premises is sublet at the time  Landlord  would  otherwise  deliver the
         First Offer Notice except to a Permitted Transferee; or

         3. The  Lease  has been  assigned  prior  to the  date  Landlord  would
         otherwise  deliver  the  First  Offer  Notice  except  to  a  Permitted
         Transferee; or

         4. Tenant is not occupying at least fifty percent (50%) of the Rentable
         Square  Footage of the Premises on the date  Landlord  would  otherwise
         deliver the First Offer Notice unless a Permitted  Transferee  occupies
         the balance not occupied by Tenant.

         37.2  The  term  for  the  Expansion  Space  shall  commence  upon  the
commencement  date stated in the First Offer Notice and thereupon such Expansion
Space shall be considered a part of the Premises, provided that all of the terms
stated in the First Offer Notice shall govern Tenant's  leasing of the Expansion
Space and only to the  extent  that they do not  conflict  with the First  Offer
Notice,  the terms and  conditions  of this Lease shall  apply to the  Expansion
Space.

         37.3 Tenant shall pay Base Rent and  Additional  Rent for the Expansion
Space in  accordance  with the terms and  conditions  of the First Offer Notice,
which terms and  conditions  shall  reflect the  Prevailing  Market Rate for the
Expansion Space as determined in Landlord's reasonable judgment.

         37.4 The Expansion Space  (including  improvements  and personalty,  if
any) shall be accepted by Tenant in its  condition  and  as-built  configuration
existing on the earlier of the date Tenant  takes  possession  of the  Expansion
Space or as of the date the term for such Expansion Space commences,  unless the
First  Offer  Notice  specifies  any work to be  performed  by  Landlord  in the
Expansion Space, in which case Landlord shall perform such work in the Expansion
Space. If Landlord is delayed  delivering  possession of the Expansion Space due
to the  holdover or  unlawful  possession  of such space by any party,  Landlord
shall  use  reasonable  efforts  to  obtain  possession  of the  space,  and the
commencement  of the term for the Expansion  Space shall be postponed  until the
date Landlord  delivers  possession  of the Expansion  Space to Tenant free from
occupancy by any party.

         37.5  Termination  of  Right of  First  Offer.  The  rights  of  Tenant
hereunder with respect to the Expansion  Space shall terminate on the earlier to
occur of: (i) the date which is one year prior to the  expiration of the Term or
Renewal Term,  as  applicable;  (ii)  Tenant's  failure to exercise its Right of
First Offer within the  applicable  time period  provided in Section 10.A above;
and (iii) the date Landlord would have provided  Tenant an First Offer Notice if
Tenant had not been in violation of one or more of the  conditions  set forth in
Section 37.1 above. Additionally, if Tenant does not exercise its Right of First
Offer or if Tenant does  exercise  the Right of First Offer but Tenant  fails to
execute and deliver the  amendment  referenced in Section 37.6 below in the time
period required thereunder,  then Landlord shall be free to lease such Expansion
Space to any third party on terms and conditions which do not materially deviate
from those set forth in the First Office Notice.  Notwithstanding the foregoing,
if Tenant fails to exercise its Right of First Offer within the applicable  time
period  provided in Section 10.A above and Landlord  leases such Expansion Space


                                       17


<PAGE>

to a third party on terms and conditions  which do not  materially  deviate from
those set forth in the First Office Notice and thereafter  such Expansion  Space
again becomes  available,  the same shall be subject to Tenant's  Right of First
Offer  (so  long as  Tenant  had not  been  in  violation  of one or more of the
conditions  set  forth in  Section  37.1  above).  The  Right of First  Offer is
personal to the originally named Tenant and any Permitted Transferee.

         37.6  Documentation.  If Tenant  exercises  its  Right of First  Offer,
Landlord  shall  prepare  an  amendment  to the  Lease  on the  same  terms  and
conditions  as are set  forth in the  Lease  (subject  to the terms of the First
Offer Notice) to the extent such terms are  applicable  to the  Expansion  Space
(the "Offering  Document") providing for Tenant's leasing of the Expansion Space
on the  terms  set  forth in the  First  Offer  Notice.  A copy of the  Offering
Document  shall be sent to Tenant  within a  reasonable  time  after  Landlord's
receipt of the Notice of Exercise  executed by Tenant,  and Tenant shall execute
and return the  Offering  Document to Landlord  within  five (5)  business  days
thereafter.

         37.7  Definition of Prevailing  Market Rate. For purposes of this Right
of First Offer  provision,  "Prevailing  Market Rate" shall mean the arms length
fair market  rental rate per square foot for space  comparable  to the Expansion
Space in the Building and office  buildings  comparable to the Building within a
five (5) mile radius of the  Building  under  leases and  renewal and  expansion
amendments  being entered into at or about the time that Prevailing  Market Rate
is being determined,  giving  appropriate  consideration to tenant  concessions,
brokerage commissions,  tenant improvement allowances,  existing improvements in
the space in  question,  and the method of  allocating  operating  expenses  and
taxes.  Notwithstanding  the foregoing,  space leased under any of the following
circumstances  shall not be considered to be comparable for purposes hereof: (i)
the lease term is for less than the lease term of the Expansion Space,  (ii) the
space is encumbered by the option rights of another  tenant,  or (iii) the space
has no  windows  and/or  an  awkward  or  unusual  shape or  configuration.  The
foregoing  is not  intended  to be an  exclusive  list of space that will not be
considered to be comparable.

38. OTHER LEASE

         38.1 Landlord and Tenant are currently  parties to that certain  Office
Lease dated September 2003 for Suite 150 and Suite 200 (collectively, the "Other
Premises") in the Building (the "Other Lease").

         38.2 At the option of Landlord,  in its sole and  absolute  discretion,
the  occurrence  of a default  hereunder  shall  also be a  default  or event of
default under the Other Lease and a default or event of default under such Other
Lease shall be a default hereunder.

         38.3 So long as  Tenant  is not in  default  hereunder,  if a  casualty
occurs which  entitles the Landlord to terminate the Other Lease pursuant to its
terms and the  Landlord  does so elect to terminate  the Other Lease  because of
such  casualty,  then the Tenant shall have the right,  in its sole and absolute
discretion,  to be  exercised  not  later  than ten  (10)  business  days  after
Landlord's election to terminate the Other Lease, to terminate this Lease, which
such termination  shall be effective thirty (30) days after Tenant's election to
terminate  (and if not so exercised,  then Tenant shall be deemed to have waived
such right);  provided,  however, that the Landlord shall have the right, in its
sole and absolute discretion, to remove it election to terminate the Other Lease
(in which case  Tenant's  termination  of this Lease shall become null and void)
and Landlord  must make such election to revoke not later than ten (10) business
days after Tenant's election to terminate.


 39. OPTION TO RENEW

         39.1  Provided  it is not then in default of this Lease,  Tenant  shall
have an option (the "First Renewal Option") to extend the Term of this Lease for
an additional  period of five (5) years (the "First  Renewal  Term").  If Tenant
exercises  its First Renewal  Option,  and provided it is not then in default of
this Lease, Tenant shall have an additional option (the "Second Renewal Option")
to extend the Term of this Lease for an additional period of five (5) years (the
"Second Renewal Term").  Any extension of the Term of this Lease pursuant to the
First or Second  Renewal  Options  shall be on the same terms and  conditions as
this Lease,  except as to Rent.  Base Rent for the First or Second  Renewal Term
shall be the greater  of: (i) the Base Rent in effect for the month  immediately
prior to the First Renewal Term,  in the case of the First Renewal  Option,  and
the month  immediately  prior to the  Second  Renewal  Term,  in the case of the
Second Renewal Option,  or (ii) 95% of the Prevailing Market Rate for comparable
space in  Downtown  San Jose at the time of the  exercise of the First or Second
Renewal Option, as applicable.  These options shall be exercised,  if at all, by
Tenant  providing  Landlord  with written  notice of its intention to extend the
Term of this Lease at least  twelve  months but not sooner  than  eighteen  (18)
months prior to the expiration of the Term or First Renewal Term, as applicable.
The then  Prevailing  Market Rate of the  Premises  shall be defined to mean the
fair  market  rental  value of the  Premises  as of the  exercise of the option,
taking into  consideration  the uses  permitted  under this Lease,  the quality,
size, design and location of the Premises, and the rent for comparable buildings
located in Downtown San Jose.

         39.2 If Tenant notifies Landlord of its intention to exercise the First
or Second Renewal  Option,  then Tenant and Landlord shall attempt to agree upon
the Rent for the applicable Renewal Term.

         39.3 If Tenant  and  Landlord  fail to agree upon the Base Rent for the
applicable  Renewal  Term  within  thirty  (30) days of  Landlord's  receipt  of
Tenant's  notice of intention to extend the Term,  then each party,  at its cost
and by giving notice to the other party,  shall appoint a real estate  appraiser
with at least five (5) years' full-time  commercial  appraisal experience in the


                                       18


<PAGE>

area in which the Premises are located to appraise and set the Rent.  If a party
does not  appoint an  appraiser  within ten (10) days after the other  party has
given notice of the name of its appraiser,  the single appraiser appointed shall
be the sole appraiser and shall set the Base Rent. If the two (2) appraisers are
appointed by the parties as stated in this  paragraph,  they shall meet promptly
and attempt to set the Base Rent. If they are unable to agree within thirty (30)
days after the second appraiser has been appointed,  they shall attempt to elect
a third appraiser meeting the qualifications stated in this paragraph within ten
(10) days  after the last day the two (2)  appraisers  are given to set the Base
Rent. If they are unable to agree on the third appraiser,  either of the parties
to this Lease, by giving ten (10) days' notice to the other party,  can apply to
the then  Presiding  Judge of the Santa Clara  County  Superior  Court,  for the
selection  of a third  appraiser  who  meets the  qualifications  stated in this
paragraph.  Each  of the  parties  shall  bear  one-half  (1/2)  of the  cost of
appointing  the third  appraiser  and of paying the third  appraiser's  fee. The
third  appraiser,  however  selected,  shall be a person who has not  previously
acted in any capacity for either party.

         39.4  Within  thirty  (30)  days  after  the  selection  of  the  third
appraiser,  a majority of the appraisers  shall set the Base Rent. If a majority
of the appraisers  are unable to set the Base Rent within the stipulated  period
of time,  the three  (3)  appraisals  shall be added  together  and their  total
divided  by three  (3);  the  resulting  quotient  shall be the Base  Rent.  If,
however,  the low  appraisal  and/or  the high  appraisal  are/is  more than ten
percent (10%) lower and/or higher than the middle  appraisal,  the low appraisal
and/or  the high  appraisal  shall be  disregarded.  If only  one  appraisal  is
disregarded,  the remaining two (2) appraisals shall be added together and their
total divided by two (2); the resulting  quotient shall be the Rent. If both the
low  appraisal  and  the  high  appraisal  are  disregarded  as  stated  in this
paragraph,  then only the  middle  appraisal  shall be used as the result of the
appraisal  process.  After  the Base  Rent has been set,  the  appraisers  shall
immediately  notify the parties  and the  parties  shall amend this Lease to set
forth the Base Rent for the Renewal Term.

40. HAZARDOUS MATERIALS

         40.1 Landlord warrants that, to the best of its knowledge, the Premises
are free of Hazardous Substances  (including,  without limitation,  asbestos) at
the time of delivery to Tenant.

         40.2 Tenant shall not cause or permit any  Hazardous  Substances  to be
used,  stored,  generated,  or  disposed  of on or in the  Premises  by  Tenant,
Tenant's  agents,  employees,  contractors,  or invitees without first obtaining
Landlord's written consent. If Hazardous Substances are used, stored, generated,
or  disposed  of on or in the  Premises  except as  permitted  above,  or if the
Premises  become  contaminated in any manner for which Tenant is legally liable,
Tenant shall  indemnify  and hold harmless the Landlord from any and all claims,
damages, fine, judgments,  penalties,  costs,  liabilities or losses (including,
without limitation, a decrease in value of the Premises,  damages caused by loss
or  restriction  of  rentable  or  usable  space,  and any and all sums paid for
settlement of claims,  attorneys'  fees,  consultants'  fees, and experts' free)
arising  during  or after  the  Lease  Term  and  arising  as a  result  of that
contamination by Tenant. This indemnification includes,  without limitation, any
and all costs incurred  because of any  investigation of the site or any cleanup
removal,  or  restoration  mandated  by a  federal,  state,  or local  agency or
political subdivision.

         40.3 Without  limitation of the foregoing,  if Tenant causes or permits
the  presence of any  Hazardous  Substance  on the  Premises and that results in
contamination,  Tenant shall  promptly,  at its sole  expense,  take any and all
necessary actions to return the Premises to the condition  existing prior to the
presence of any such  Hazardous  Substance on the  Premises.  Tenant shall first
obtain  Landlord's  approval  for  any  such  remedial  action.  Notwithstanding
anything to the contrary in this Section 39 or elsewhere in the Lease,  Tenant's
indemnification,  defense,  and hold harmless  obligations  shall not apply with
respect to any  Hazardous  Substances  in, on, under or about the Premises as of
the Commencement  Date, unless caused by Tenant prior to the Commencement  Date,
nor to any  Hazardous  Substances  that  migrate to the Premises  from  off-site
locations.

         40.4 As used herein, "Hazardous Substances" means any substance that is
toxic,  ignitable,  reactive,  or  corrosive  and that is regulated by any local
government, the state of California, or the United States Government. "Hazardous
Substance"  includes  any and all  materials or  substances  that are defined as
"hazardous  waste,"  extremely  hazardous  waste"  or  a  "hazardous  substance"
pursuant to state,  federal or local  governmental  law.  "Hazardous  Substance"
includes, but is not restricted to, asbestos,  polychlorobiphenyls  ("PCBs") and
petroleum.

         40.5 Without limitation of the foregoing,  it is understood that Tenant
may use or store  Hazardous  Substances  which are required for the operation of
normal office equipment,  including,  but not limited to copiers,  printers, fax
machines, etc.


41. INTENTIONALLY OMITTED.

42. INTENTIONALLY OMITTED


43.      MISCELLANEOUS


                                       19


<PAGE>


         43.1 The  captions of the  paragraphs  contained  in this Lease are for
convenience  only and  shall  not be  deemed to be  relevant  in  resolving  any
question of interpretation or construction of any paragraph of the Lease.

         43.2 All of the terms, covenants,  and conditions of the Lease shall be
binding  upon and inure to the  benefit of the parties  hereto and their  heirs,
executors, and administrators,  successors,  and assigns, except that nothing in
this provision  shall be deemed to permit any  assignment,  subletting or use of
the Premises other than expressly provided herein.

         43.3 This Lease shall be governed and interpreted solely by the laws of
the State of California then in force. Each number,  singular or plural, as used
in this Lease shall  include  all  numbers  and each  gender  shall be deemed to
include all genders.

         43.4  Time is of the  essence  of this  Lease  and of  each  and  every
provision  hereof,  except as to the  conditions  relating  to the  delivery  of
possession of the Premises to Tenant.  Each term and covenant  contained in this
Lease to be  performed  by Tenant is a  condition  and any  breach of such after
notice and the applicable  grace period is a material  breach of this Lease.  If
Tenant shall consist of more than one person or organization, each such term and
covenant  shall be deemed to be the joint and  several  obligation  of each such
person or  organization.  All rights and remedies  granted to Landlord by law or
equity or under the Lease shall be  cumulative  and  non-exclusive  of any other
remedy.

         43.5 In the event Tenant  hereunder shall be a corporation,  the Tenant
hereby  covenants and warrants that Tenant is a duly qualified  corporation  and
all steps  have been  taken  prior to the date  hereof to  qualify  Tenant to do
business in California  and all franchise and corporate  taxes have been paid to
date,  and all future forms,  reports,  fees, and other  documents  necessary to
comply with  applicable  law will be filed when due. Each  individual  executing
this  Lease on behalf  of said  corporation,  warrants  that the  execution  and
delivery of this Lease by him has been duly authorized by the Board of Directors
of the Tenant. If Tenant is a corporation Tenant shall,  within thirty (30) days
after  execution  of this  Lease,  deliver  to  Landlord a  certified  copy of a
resolution of the Board of Directors said  corporation  authorizing or ratifying
execution of this Lease.

         43.6 If Tenant is a partnership, joint venture, or other unincorporated
association, each individual executing this Lease on behalf of Tenant represents
that this Lease is binding  upon  Tenant;  furthermore,  Tenant  agrees that the
execution of any written consent  hereunder,  or of any written  modification or
termination  of this  Lease,  by a general  partner of Tenant or any  authorized
agent of Tenant, shall be binding upon Tenant.

         43.7 The submission of this document for  examination  and  negotiation
does not constitute an offer to lease,  or a reservation  of, or option for, the
Premises;  and this  document  shall  become  effective  and  binding  only upon
execution  and  delivery  hereof  by  Tenant  and by  Landlord  (or,  when  duly
authorized, by Landlord's agent or employee). No act or omission of any agent of
Landlord or of  Landlord's  broker  shall  alter,  change,  or modify any of the
provisions hereof.

         43.8 If any  provision of this Lease shall be  determined to be void by
any court of competent  jurisdiction,  then such determination  shall not affect
any other provisions of this lease and all other provisions shall remain in full
force and effect;  and it is the  intention  of the  parties  hereto that if any
provision of this Lease is capable of two constructions, only one of which would
render the  provision  valid,  then the  provision  shall have the meaning which
renders it valid.

         43.9 Tenant agrees and covenants to comply with all of Landlord's rules
and regulations as set forth in Exhibit "B" attached hereto. Landlord shall have
the right from time to time to promulgate  amendments  and  additional new rules
and  regulations  for the care,  safety,  maintenance,  and  cleanliness  of the
Premises and the Building, or for the preservation of good order. On delivery of
a copy of such  amendments and  additional new rules and  regulations to Tenant,
Tenant shall  comply with same.  A violation  of any such rules and  regulations
shall  constitute a default by Tenant  under this Lease.  If there is a conflict
between the said rules and  regulations and any of the provisions of this Lease,
the provisions of the Lease shall prevail.

         43.10 The laws of the State of  California  shall govern the  validity,
performance and enforcement of this Lease. Should either party institute a legal
suit or action for enforcement of any obligation  contained herein, it is agreed
that the  venue of such  suit or  action  shall be in the  county  in which  the
Premises are located and Tenant expressly consents to Landlord's designating the
venue of any such suit or  action.  This  Lease is the  result  of  negotiations
between  the  parties  hereto and shall not be  construed  either for or against
Landlord or Tenant,  but this Lease shall be interpreted in accordance  with the
general tenor of the language in an effort to reach an equitable result.

                            [SIGNATURE PAGE ATTACHED]


                                       20


<PAGE>


                        Landlord:        RPD ALMADEN, LLC,
                                         a Delaware limited liability company

                                         By:____________________________________
                                         Name:__________________________________
                                         Its:___________________________________


                        Tenant:          BRIDGE BANK NATIONAL ASSOCIATION, INC.,
                                         a California corporation

                                         By:____________________________________
                                         Name:__________________________________
                                         Its:___________________________________





























                                       1


<PAGE>





                              55 Almaden Boulevard
                        17,570 Total Rentable Square Feet

                                   EXHIBIT "A"




































                                       2


<PAGE>


                                   EXHIBIT "B"

                              RULES AND REGULATIONS

1. Tenant,  its agents or employees shall not in any way obstruct the sidewalks,
entry, passages, corridors, hall, stairways or elevators, or use the same in any
other way than as a means of passage to and from their respective  offices,  nor
bring nor keep anything therein which will obstruct or interfere with the rights
of other  tenants,  or in any way injure or annoy them, or which shall  conflict
with  the  regulations  of the  Fire  Department  or the  fire  laws or with any
insurance  policy  on the  Building  or any part  thereof,  or with any rules or
ordinances established by the Board of Health, and they shall not make or permit
any improper or unusual noises or odors in the Building, nor bring into nor keep
within the Building any animal,  bicycle,  or motorcycle;  and the tenant agrees
that it will pay any damages that the Landlord may suffer by a violation of this
clause by them, their agents or employees.

2. The wash basins, waterclosets,  and urinals shall not be used for any purpose
other than  those for which they were  constructed  and no  sweepings,  rubbish,
ashes,  newspaper,  or any other substances of any kind shall be discharged into
them.  The doors between the Premises and the corridors of the Building shall at
all times, except when in actual use for ingress and egress, be kept closed.

3. No sign, advertisement,  or notice shall be inscribed, painted, or affixed on
any part of the outside or inside of said Building  without  written  consent of
the Landlord,  and if such consent shall be  inscribed,  painted,  or affixed by
Landlord or its agent and the cost  thereof to be charged to and paid by Tenant.
All outside lettering shall be Building standard height and style.

4.  When  electric  wiring of any kind is  introduced  it must be  connected  as
directed  by the  Landlord  and no boring or  cutting  of wires  will be allowed
except with the consent of the Landlord.  The location of telephones,  telegraph
instruments,  electric appliances,  call boxes, etc., shall be prescribed by the
Landlord.

5. The Landlord shall have the right to prescribe the weight, size, and position
of all safes and other property brought into the Building, and also the times of
moving the same in and out of the  Building;  and all such  moving  must be done
under the supervision of the Landlord.  The Landlord will not be responsible for
loss or damage done to any such safe or property from any cause;  but all damage
done to the Building by moving or maintaining any such safe or property shall be
repaired at the expense of Tenant. All safes shall stand on steel plates of such
size as shall be designated by Landlord. Any charges for the Building Structural
Engineer to evaluate  floor load  capacity  for any Tenant  furnishings  (safes,
files, library systems, etc.) shall be paid for by Tenant.

6. No additional  lock or locks shall be placed by the Tenant on any door in the
Building  unless written consent of the Landlord shall have first been obtained,
and all locks must be identical to the Building  Standard and Master Key System.
Duplicate keys for any lock shall be ordered through Landlord, Tenant agrees, at
the termination of the tenancy,  to return all keys for doors and  waterclosets.
Landlord reserves the right to number all doors and rooms in accordance with the
uniform system of numbering throughout the Building.

7. Tenant  shall not employ any person or persons  other than the janitor of the
Landlord for the purpose of cleaning the Premises without the written consent of
the Landlord first had and obtained. The Landlord shall be in nowise responsible
to Tenant for any loss of property from the Premises,  however occurring, or for
any damage done to the effects of Tenant by the janitor or any of his employees,
or by any other person, or any other cause.  Janitor's services will not include
the  shampooing  of carpets and rugs which,  when  considered  necessary  by the
Landlord, shall be done by the Tenant.

8. Waste and  unnecessary  use of  electric  lights is  prohibited.  No electric
current  will  be  furnished  for  high-energy-consumption  electronic  business
machines  or  computers  (other  than  electric  typewriters,  word  processors,
desk-top microcomputers,  adding machines,  microwave ovens, and copy machines),
or for hot plates or electric heaters.

9. The  requirements of tenants will be attended to only upon application to the
Office  of the  Building.  The  use of the  Building  freight  elevator  must be
approved  by the  Building  Manager  prior to the  delivery  or  removal  of any
furnishings or equipment.  Building  employees  shall not perform any work or do
anything outside of their regular duties unless under special  instructions from
the Office of the Building.

10. Tenant agrees not to store goods,  wares, or merchandise  upon the Premises.
Tenant waives the rights  conferred upon the Tenant by law to have  illuminating
gas supplies in or about the Premises leased.  Tenant further agrees to use said
Premises in conformity  with all the laws,  regulations,  and  ordinances of the
United  States of America,  the State of  California,  the City and County where
said  Premises  are  situated,  and any  national,  municipal,  or  governmental
authority whatsoever.

11. No alterations or general  contractor  work shall be done in any part of the
Building,  such as painting,  changing,  or addition of any partitions,  door or
doors,  window or windows,  nor shall there be any nailing,  boring, or screwing
into  walls,  woodwork,  or  plastering  without  the consent of Landlord or its
agent.  Any such work performed in the Building must be coordinated  through the
Office of the Building,  and comply with  Landlord's  Rules and  Regulations for
contractor work in the Building.


                                       3


<PAGE>


12.  All  glass,  locks  and  trimmings  in  or  upon  the  doors  and  windows,
respectively,  belonging  to the  Building  shall be kept whole and whenever any
part thereof shall be broken, the same shall immediately be replaced or repaired
and put in order under the direction and to the  satisfaction of the Landlord or
its agent, and shall be left whole or in good repair.

13.  Landlord  reserves the right to close and keep locked all entrance and exit
doors of the Building during such hours as Landlord may deem to be advisable for
the adequate protection of the property and during the entire day on Sundays and
legal  holidays.  All tenants,  their  employees,  or other persons  entering or
leaving  the  Building  at any time when it is so locked may be required to sign
the Building  Register  when so doing,  and the watchman in charge may refuse to
admit to the Building while it is locked Tenant or any of Tenant's employees, or
any other person,  without a pass  previously  arranged,  or other  satisfactory
identification  showing  his  right of  access  to the  Building  at such  time.
Landlord  assumes  no  responsibility  and shall not be  liable  for any  damage
resulting  from  any  error  in  regard  to any such  pass or  admission  to the
Building, or for the admission of any unauthorized person to the Building.

14. No pets,  other  than  seeing-eye-dogs  for the  blind,  are  allowed in the
Building.

15. The  Landlord  reserves  the right to make such other or further  reasonable
rules and  regulations  as in its  judgment  may from time to time be needful or
desirable  for the safety,  care,  and  cleanliness  of the Premises and for the
preservation of good order therein.


















                                       4


<PAGE>


                                    EXHIBIT C

                              ESTOPPEL CERTIFICATE
                    RE: Lessee's Certification and Agreement
                               ___________________

Gentlemen:

       The  undersigned  as Lessee of the floors  containing  square feet in the
above-named  property from  ______________,  as Lessor,  under Lease dated , has
been  advised  that said  Lease  will be  assigned,  directly  or by  successive
assignments,  to ,  (hereinafter  referred to as  "Assignee")  as security for a
Mortgage Loan to be made of purchased by Assignee,  and as  inducement  therefor
confirms and agrees to Items 1 through 9:

1. It hereby ratifies the above Lease.

2. The  aforesaid  Lease is in full force and effect and has not been  modified,
altered, or amended, and constitutes the entire agreement between Lessor and the
undersigned and further, the undersigned,  as Lessee, will not surrender, cancel
or otherwise  terminate  or seek to  surrender,  cancel or terminate  said Lease
except:

         (a) in the case of Lessor's  default,  upon fifteen (15) days'  written
         notice to Assignee,  or upon such other and greater  notice to Assignee
         as is required by said Lease;

         (b) upon written agreement of Assignee.

3. There are no offsets or credits  against  rentals,  and rentals have not been
and will not be prepaid  except for  monthly  advance  payments  require by said
Lease, except for the following amounts: .

4. In the event the undersigned  receives  written notice from Assignee  stating
that a default has occurred under the mentioned  Mortgage Loan, the  undersigned
will  thereafter  remit all rental  payments as directed  and to the address set
forth in such written notification.

5. It has received no notice of a prior  Assignment,  or pledge of rentals under
the mentioned Lease.

6. At any time after it takes  possession  of the  Premises,  it shall  execute,
acknowledge,  and  deliver to  Landlord  at any time  within ten (10) days after
request by  Landlord,  a statement in writing  certifying,  if such be the case,
that this  Lease is  unmodified  and in full  force and effect (or if there have
been modifications, that the same are in full force and effect as modified), the
date of  commencement  of this Lease,  the date on which the rent has been paid,
and  such  other  information  as  Landlord  shall  reasonably  request.  It  is
acknowledged  by Tenant that any such  statement  is intended to be delivered by
Landlord and relied upon by prospective  purchasers,  mortgagees,  beneficiaries
under deeds of trust or assignees thereof.

7. It has accepted the Building  shell  pursuant to the terms of the above Lease
and is now occupying same.

8. The said  Lessor  has  fulfilled  all of its  duties  relative  to the tenant
improvement  allowance set forth in the above Lease, and is not in default under
said  Lease,  nor does the  undersigned  know of any  occurrence  which with the
passage of time or the  giving of notice  would  constitute  a default of Lessor
thereunder.

9. The Lease  rentals are now being paid on a current basis and Lessee is not in
default thereunder, except as may have been provided in Item 3.

         This  Certificate of Agreement shall insure to the benefit of Assignee,
its  successors  and  assigns  and be  binding  upon  the  undersigned  and  its
successors and assigns as Lessee under the Lease.


Date: __________________       Tenant: _______________________________

                               By:____________________________________

                               Title:_________________________________


                                       5


<PAGE>


                                    EXHIBIT D
                       CONFIRMATION OF LEASE COMMENCEMENT

         This   Memorandum   is   made   on   _____________,    19__,    between
___________________   ("Landlord"),  and   ____________________________________,
("Tenant"),  who  entered  into a  lease  dated  for  reference  purposes  as of
__________, 19__, covering certain premises located at ____________________, San
Jose,  California,  as more particularly described in the Lease. All capitalized
terms, if not defined herein, shall be defined as they are defined in the Lease.

         1.  The  parties  to  this  Memorandum  hereby  agree  to  confirm  the
establishment  of the  Commencement  Date  and  Expiration  Dates of the Term as
follows:

                  (a) The date of  ________________,  19__, is the "Commencement
Date" of the Term;

                  (b) The date of  ________________,  19__,  is the  "Expiration
Date" of the Term.

         2. Tenant hereby confirms the following:

                  (a) That it has accepted  possession of the Premises  pursuant
to the terms of the Lease;

                  (b) That the Lease has not been modified,  altered or amended,
except as follows:

                           __________________________________________________
                           __________________________________________________
                           __________________________________________________
                           __________________________________________________

                  (c) That there are no offsets or credits against rentals,  nor
has any security deposit been paid except as provided by the Lease Terms;

                  (d) That Landlord has paid in full the outstanding  balance of
the Construction  Allowance and that no further amounts are due and owing to the
Tenant; and

                  (e) That the Lease is in full force and effect.

         3. This Memorandum,  each and all of the provisions hereof, shall inure
to the benefit, or bind, as the case may require,  the parties hereto, and their
respective  heirs,  successors,  and assigns  subject to the  restrictions  upon
assignment and subletting contained in the Lease.

LANDLORD:                                TENANT:


By: ______________________________       By:__________________________________

Its:______________________________       By:__________________________________


                                       6


<PAGE>



                                   EXHIBIT "E"

                                     SIGNAGE

                                 [See Attached]





































                                       7


<PAGE>


                                   EXHIBIT "F"

                                   WORK LETTER

         This work letter  ("Tenant Work Letter")  shall set forth the terms and
conditions  relating  to the  construction  of the  tenant  improvements  in the
Premises.

                                    SECTION 1

                             TENANT CASH ALLOWANCE

         A.  CONSTRUCTION  ALLOWANCE.  Tenant  shall be  entitled  to a one-time
Tenant  allowance in the amount of up to, but not exceeding,  Fifteen and 00/100
Dollars  ($15.00) per square foot of the  Premises,  or Two Hundred  Sixty Three
Thousand  Five Hundred  Fifty and No/100  ($263,550.00)  in total based upon the
Premises containing 17,570 square feet ("Construction Allowance"), for the costs
relating to the initial design and construction of Tenant's  improvements  which
are permanently affixed to the Premises (the "Tenant Improvements"),  as well as
for furniture,  fixtures and equipment for the Premises,  and any moving related
expenses (the  "Additional  Items").  In no event shall Landlord be obligated to
make disbursements with respect to the Tenant  Improvements and Additional Items
pursuant to the Lease in a total amount which exceeds the Construction Allowance
and in the event that the total cost of the Tenant Improvements shall exceed the
Construction Allowance,  then Tenant shall be solely and exclusively responsible
for such  excess  costs.  All  Tenant  Improvements  for which the  Construction
Allowance has been made available shall be deemed Landlord's  property under the
terms of the Lease and shall revert to Landlord  upon  termination  of the Lease
for any  reason,  it being  understood  and  agreed  that  Tenant  shall have no
ownership interest whatsoever in the Tenant Improvements.  Any unused portion of
Construction Allowance shall not be disbursed to Tenant.

         B. DISBURSEMENT OF THE CONSTRUCTION ALLOWANCE.  Except as otherwise set
forth in this Work Letter, the Construction Allowance, or the portion thereof to
be paid to Tenant  hereunder,  shall be disbursed by Landlord for the Additional
Items and for costs related to the  construction of the Tenant  Improvements but
only, with regards to the Tenant  Improvements,  for items and costs approved in
writing by Landlord in advance of Tenant incurring such costs (collectively, the
"Construction  Allowance  Items").  Provided that Tenant has completed  Tenant's
Work in  compliance  with this Work Letter and is not in default under the Lease
beyond any  applicable  cure period,  and provided that Landlord has received no
notice of the filing or threatened  filing of any  mechanic's  or  materialmen's
lien, Landlord shall disburse to Tenant the amount of Construction Allowance due
to  Tenant  within  ten  (10)  business  days  after  the  last to  occur of the
following:  Landlord's  receipt  of:  (i)  invoices  from  Tenant  and/or all of
Tenant's  contractors,  subcontractors,  laborers,  materialmen,  and  suppliers
retained  directly or  indirectly  by Tenant for labor  rendered  and  materials
(including the Additional Items) delivered to the Premises ("Tenant's  Agents"),
(ii) executed unconditional and irrevocable, final mechanic's lien releases from
all of Tenant's  Agents  (other than those  providing the  Additional  Items) in
statutory form which shall comply with Applicable Law (as hereinafter  defined),
(iii) a copy of a final  certificate of occupancy for the Premises,  (iv) copies
of all  building  and other  licenses  and permits  with  appropriate  sign-offs
required  under  Applicable  Law,  and  (v)  all  other  information  reasonably
requested  by  Landlord.  Tenant's  request  for  payment  of  the  Construction
Allowance shall be deemed Tenant's acceptance and approval of the work furnished
and/or the materials supplied as set forth in Tenant's payment request.

         C. COMPLIANCE.  Landlord represents that, the Premises (prior to Tenant
undertaking any Tenant Improvements) materially comply with all applicable laws,
in effect as of the date of this Lease.


                                    SECTION 2

              PROCEDURE FOR APPROVAL OF TENANT'S AND SPECIFICATIONS

         A.  REQUIREMENTS  FOR TENANT'S  WORKING  DRAWINGS  AND  SPECIFICATIONS.
Within  fifteen (15) business days after the execution and delivery of the Lease
by Landlord and Tenant,  Tenant shall submit to Landlord a preliminary schematic
drawings of Tenant's  proposed  improvements.  Within fifteen (15) business days
after Landlord's approval of Tenant's schematic  drawings,  as more particularly
described below,  Tenant shall submit to Landlord  complete working drawings and
specifications,  clearly  indicating  all  items  of  Tenant's  Work,  including
interior  finishes  and  fixturization   plan.  Tenant's  working  drawings  and
specifications  shall be (i) prepared by a licensed  architect  and/or  engineer
and/or professional space  planner/designer;  (ii) in compliance with the design
criteria for Tenant  Improvements  specified by Landlord and with all  governing
codes and Applicable  Law; and (iii) prepared at 1/8" - 1'0" scale and furnished
in four (4) duplicate sets.

         B APPROVAL OF TENANT'S WORKING DRAWINGS AND SPECIFICATIONS.  Landlord's
approval of Tenant's working drawings and  specifications  shall be required for
all items of  Tenant's  Work in and  about the  Premises.  In this  regard,  the
following procedure shall apply:

                  1.  Within   fifteen  (15)  business  days  after  Tenant  has
submitted to Landlord working drawings and specifications prepared in accordance
with  Paragraph  A  hereinabove,  Landlord  shall  return to Tenant the  working


                                       1


<PAGE>

drawings  and  specifications   marked  "Approved",   "Approved  as  Noted",  or
"Disapproved".  Landlord shall not be held  responsible for any delays caused by
governmental authorities or outside contractors and consultants.

                  2. In the event that Landlord returns the working drawings and
specifications,  or any  portion  thereof,  marked  "Approved  as Noted"  and/or
"Disapproved",  Tenant shall,  within ten (10) business days after  Landlord has
returned  Tenant's  working  drawings  and  specifications,  cause said  working
drawings  and  specifications  (or such  portions  thereof as Landlord  may have
returned  marked  "Approved  as  Noted"  or  "Disapproved")  to be  revised  and
resubmitted to Landlord for Landlord's approval.

                  3. Within ten (10)  business days after such  resubmission  by
Tenant,  Landlord  shall  return to Tenant  the  revised  working  drawings  and
specifications  (or such portions  thereof as Tenant shall have  resubmitted  in
accordance with paragraph 2 above) marked  "Approved",  "Approved as Noted",  or
"Disapproved".

                  4. Subject to the provisions of Paragraph C  hereinbelow,  the
procedures set forth in  subparagraphs  paragraphs B.2 and B.3 shall apply until
Tenant's working drawings and specifications have been approved in all respects.
Tenant's  working  drawings and  specifications  which have been approved in all
respects by Landlord  shall be referred to herein as the "Approved  Construction
Plans".

                  5.  Nothing  contained  in this  Paragraph B shall  extend the
Commencement Date;  provided,  however,  that to the extent there are any Delays
Caused by  Landlord  (as  hereinafter  defined)  and  solely as a result of such
Delays  Caused  by  Landlord,   Tenant  is  not  able  to  complete  the  Tenant
Improvements  on or before the  Commencement  Date, then the same shall serve to
extend the Commencement  Date on a day for day basis. The term "Delays Caused By
Landlord"  shall  mean any  actual  delay  that  the  Tenant  encounters  in the
performance of the Tenant Improvements solely because of: (i) delays by Landlord
in the giving of  authorizations  or  approvals  requested  by Tenant,  when the
giving of such  authorization  or  approval is within the control of Landlord or
(ii) delays due to the postponement of any Tenant Improvements at the request of
Landlord  which are not the result of safety issues and/or  Tenant's  failure to
comply with the terms of this Work Letter.

         C. COSMETIC IMPROVEMENTS ONLY. Notwithstanding the foregoing, Section 2
of this Work Letter shall not apply if the only  improvements  Tenant intends to
undertake with the Construction  Allowance are strictly cosmetic in nature (such
as paint and carpet). If Tenant intends to only undertake cosmetic improvements,
then Tenant shall provide written notice of the same to Landlord,  together with
reasonable detail concerning the cosmetic changes and Landlord in its good faith
determination  shall  determine  whether  such  improvements  Tenant  intends to
undertake are cosmetic in nature.

         D. BACK-UP  GENERATOR.  Landlord  acknowledges  that Tenant  intends to
install  a  back-up  generator  on the  roof  of the  Building.  The  terms  and
conditions of this Exhibit "F" shall apply to any such installation.

         E. REMOVAL OF TENANT  IMPROVEMENTS.  Except as  otherwise  set forth in
this Paragraph E of Section 2 of this Work Letter,  Tenant shall not be required
to  remove  the  Tenant   Improvements   performed   under  this  Work   Letter.
Notwithstanding  the first sentence of this Paragraph E of Section 2 of the Work
Letter,   Landlord  shall  determine,   prior  to  such  time  as  the  Approved
Construction  Plans are  determined,  whether  Landlord  shall require Tenant to
remove the back-up  generator (and all other  equipment  installed in connection
therewith)  and to repair any damage  resulting  therefrom  and shall  cause the
roof,  the  Premises  and/or the  Building to be put into the same  condition as
existed prior to  installation  of the back-up  generator.  Notwithstanding  the
first sentence of this  Paragraph E of Section 2 of the Work Letter,  if as part
of the Tenant  Improvements,  Tenant  elects to install  any vaults  and/or safe
deposit  boxes,  then  Landlord may require,  prior to such time as the Approved
Construction  Plans are determined,  to cause Tenant to remove the same upon the
expiration or earlier termination of this Lease.

                                    SECTION 3

                     CHANGES IN APPROVED CONSTRUCTION PLANS

         A.   MODIFICATIONS   TO  APPROVED   CONSTRUCTION   PLANS.  No  changes,
modifications  or  alterations  to the Approved  Construction  Plans may be made
without  the  written  consent of  Landlord,  which  consent  may be withheld in
Landlord's  reasonable  discretion.  Any additional  costs and expenses over and
above the Construction Allowance including,  without limitation,  increased fees
which Landlord may be required to pay for  architectural,  engineering and other
similar services arising by reason of any change,  modification or alteration in
the Approved  Construction Plans, any additional  construction costs,  including
costs of change orders charged by Landlord's  contractor,  and any and all other
costs, expenses and/or damages incurred or suffered by Landlord by reason of the
changes, modifications or alterations to the Approved Construction Plans and any
delays  directly  or  indirectly  caused  by  such  changes,   modifications  or
alterations  to the  Approved  Construction  Plans shall be at the sole cost and
expense of Tenant (unless such change,  modification or alteration is the result
of an applicable government requirement(s) unrelated to the actions or omissions
of Tenant, its agents,  employees or contractors) and shall be paid by Tenant to
Landlord before the performance of the work requested by Tenant.


                                       2


<PAGE>


                                    SECTION 4

                     CONSTRUCTION OF THE TENANT IMPROVEMENTS

         A.  ACCEPTANCE OF PREMISES BY TENANT.  Tenant shall accept the Premises
for the  performance  of Tenant's Work on the date the Premises are delivered to
Tenant per the terms of the  Lease.  Tenant  shall,  at  Tenant's  sole cost and
expense, obtain all permits,  licenses and other approvals required for Tenant's
Work and Tenant's particular use of the Premises.

                                    SECTION 5

                      COMPLETION OF THE TENANT IMPROVEMENTS

         A.  CONDITIONS  FOR  COMMENCEMENT  OF TENANT'S  WORK.  Tenant shall not
commence any work in the Premises unless and until the following conditions have
been met:

                  1. Approved Construction Plans shall have been achieved;

                  2. Tenant's contractor shall be bonded and licensed;

                  3.  Tenant  shall have  obtained  all  permits,  licenses  and
approvals  from all  authorities  for Tenant's  Work, to be obtained at Tenant's
sole cost, and shall furnish Landlord with copies of all said permits;

                  4. Tenant shall have obtained all insurance required under the
Lease and shall have furnished Landlord with duplicate originals or certificates
of such insurance in accordance with the Lease;

                  5. Tenant shall have furnished  Landlord with a certificate of
its contractor's worker's compensation and liability insurance, which shall name
Landlord as an additional insured;

                  6. Tenant shall have supplied Landlord with a key to all locks
installed by Tenant in the Premises; and

                  7.   Landlord   shall  have   consented   in  writing  to  the
commencement of Tenant's Work in the Premises.

         B. GENERAL REQUIREMENTS.  All Tenant's Work shall be performed strictly
in accordance with the following:

                  1. All  Tenant's  Work  shall  at all  times  comply  with the
requirements of all applicable laws, codes, ordinances,  statutes, orders, rules
and regulations of all federal, state, county,  municipal and other governmental
authorities  and any covenants,  conditions and  restrictions  or any supplement
thereto  recorded in any official or public  records with respect to the Project
or any portion thereof (collectively,  "Applicable Laws"),  Landlord's insurance
carrier or rating  organization,  Landlord's  lender and any requirements of all
governmental authorities having jurisdiction,  and any and all agencies thereof,
including  requirements  relating to utilizing union labor and paying prevailing
wages in the locality in which the Project is located;

                  2. All Tenant's Work shall be performed in accordance with the
Approved  Construction  Plans,  a copy of which shall be maintained by Tenant at
the Premises at all times until final completion of Tenant's Work;

                  3. All  Tenant's  Work  shall be  performed  without  material
and/or  unreasonable  interference  with other work being performed in and about
the Project, including the Premises;

                  4.  Tenant  shall  cooperate  and  comply  with all  rules and
regulations  which Landlord,  its architect or contractor may make in connection
with the construction work in the Project;

                  5. Tenant shall comply with Landlord's guidelines for Tenant's
construction which are provided to Tenant by Landlord prior to and/or during the
course of the performance of Tenant's Work;

                  6.  Tenant  shall  at all  times  during  the  performance  of
Tenant's Work provide  Landlord  with a key to all locks  installed by Tenant or
its  contractor in the Premises and, after  completion of Tenant's Work,  Tenant
shall, at Tenant's cost and expense, change all such locks; and

                  7. Tenant's entry prior to the  commencement of the Lease Term
shall be subject to all of the provisions of this Lease,  other than the payment
of rent and other charges to Landlord.

                  8. All  trash  and  surplus  construction  materials  shall be
stored within the Premises and shall be promptly removed from the Project.

                  9.  Tenant's  contractor  shall provide  temporary  utilities,
portable toilet  facilities and portable drinking water as required for its work
within  the  Premises  and shall pay to  Landlord's  Contractor  the cost of any
temporary utilities and facilities provided by Landlord's Contractor.


                                       3


<PAGE>


                  10. Tenant's  contractor  shall notify Landlord and Landlord's
manager of the Project of any planned  work to be done on weekends or other than
normal job hours.

                  11.  Tenant  and  Tenant's  contractors  are  responsible  for
compliance  with  all  applicable  codes  and  regulation  of  duly  constituted
authorities  having  jurisdiction  insofar  as the  performance  of the work and
completed  improvements  are  concerned  for all work  performed  by  Tenant  or
Tenant's  contractor and all applicable  safety  regulations  established by the
general  contractor  for the Project,  and Tenant  further  agrees to indemnify,
defend,  protect and hold  Landlord  harmless  from and against any loss,  costs
liability or expense in any way arising out of said work.

                  12.  Tenant's  contractor  and  subcontractors  shall not post
signs in any part of the Project or in or about the Premises  unless required by
Applicable Law.

                  13. Tenant shall indemnify and hold Landlord harmless from and
against  any and all  actions,  claims,  demands,  costs  (including  reasonable
attorneys' fees), damages, or expenses of any kind which may be asserted against
or incurred by Landlord as the result of any occurrence in or about the Premises
by  reason of  Tenant's  Work or  arising  from  injury  to  Tenant or  Tenant's
invitees,  or Tenant's property  occasioned or resulting from the performance of
Tenant's Work.

         C.  TENANT'S  WORK WHICH AFFECTS THE BUILDING IN WHICH THE PREMISES ARE
SITUATED.  All work to be  performed  by Tenant shall not damage the building of
which the Premises are a part or any part  thereof,  and shall be handled in the
following manner:

                  1. Work  attached to the  structure  and/or the roof,  such as
additional  electrical,  plumbing,  heating,  ventilating  and air  conditioning
systems,  and any items of Tenant's Work,  which, in Landlord's sole discretion,
affect the  structural  or  weatherproof  integrity of the building in which the
Premises are located,  including all roof penetrations or roof work of any kind,
and any work which affects  Landlord's roof warranty,  guarantee or bond, shall,
at Landlord's option, be:

                           (a) Awarded by Tenant to a licensed contractor; or

                           (b)  Awarded to a  contractor  selected  by  Landlord
("Landlord's Contractor") and administered by
Landlord.  In the event Landlord  elects to have Landlord's  Contractor  perform
such work, Landlord shall obtain a bid for such work from Landlord's  Contractor
and shall  charge  Tenant the actual cost of such work as charged by  Landlord's
Contractor,  plus an administration  fee to Landlord,  not to exceed ten percent
(10%) of the actual cost of said work.  The cost of any Tenant's Work  performed
by  Landlord's  Contractor  pursuant to this  subparagraph  shall be paid for by
Tenant prior to the commencement of the work, upon demand by Landlord.

         D. LANDLORD'S  RESERVED RIGHTS.  Landlord reserves the following rights
with respect to Tenant's Work:

                  1.  Landlord  shall at all times  during  the  performance  of
Tenant's  Work  have a right  of  access  to the  Premises  for the  purpose  of
performing  work in and about the Premises,  both in connection  with Landlord's
construction  and/or  repair of the Project and the  performance  of  Landlord's
Work;

                  2. Landlord shall not be responsible to Tenant for any loss of
or damage to any  Tenant's  property  installed  or left in the Premises or such
other space within the Project  prior to  completion  of Tenant's Work or at any
time thereafter during the entire Lease Term;

                  3. Any  additional  costs and  expenses  incurred  by Landlord
arising by reason of any failure of Tenant to comply with the provisions of this
Work Letter relating to the performance of Tenant's Work, any  modifications  to
the Approved  Construction  Plans, or any failure of Tenant to complete Tenant's
Work on or prior to the Rent  Commencement Date including,  without  limitation,
increased  fees  which  Landlord  may  be  required  to pay  for  architectural,
engineering  and other similar  services,  any  additional  construction  costs,
including costs of change orders charged by Landlord's  Contractor,  and any and
all other costs,  expenses  and/or  damages  incurred or suffered by Landlord by
reason thereof,  including any delays in Landlord's  construction of the Project
and/or other premises  intended to be occupied by tenants or other  occupants of
the Project,  directly or indirectly  caused by Tenant's  failure to comply with
the  provisions  of this Work  Letter,  shall be at the sole cost and expense of
Tenant.

         E.  COMPLETION  OF TENANT'S  WORK.  Tenant's Work shall be deemed to be
complete at such time as all of the following shall have occurred:

                  1.  Tenant  has  furnished  Landlord  with  a  certificate  of
occupancy for the Premises;

                  2. Tenant has  furnished  Landlord  with lien waivers or other
evidence  satisfactory to Landlord of Tenant's lien-free  completion of Tenant's
Work;

                  3.  Landlord,  its architect or other  authorized  designee of
Landlord shall have inspected the Premises and approved Tenant's Work;


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<PAGE>


                  4.  Tenant  shall  have  changed  all  locks to all  doors and
windows to the Premises; and

                  5. Tenant shall have  furnished  Landlord with all keys to the
Premises.






































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                                   EXHIBIT "G"

                               SATELLITE AGREEMENT

This Satellite Agreement ("Satellite  Agreement") is made for reference purposes
only and is dated July __,  2006,  by and between RPD  ALMADEN,  LLC, a Delaware
limited liability company  ("Landlord"),  and BRIDGE BANK NATIONAL  ASSOCIATION,
INC., a California corporation ("Tenant") and is attached to that certain Office
Lease  dated of even date  herewith  by and  between  Landlord  and Tenant  (the
"Lease").

WHEREAS, Tenant has requested that Landlord consent to Tenant's installation and
operation of a satellite antennae from the roof of the building known located at
55 Almaden Boulevard, San Jose, California (the "Building"); and

WHEREAS, the  Landlord desires  to consent to the installation  and operation of
the antennae subject to certain conditions;

NOW,  THEREFORE,  in consideration of the mutual covenants  contained herein and
other good and valuable consideration, the parties contract and further agree as
follows:

1.       CONSENT.  Landlord,  in  consideration of the covenants  and agreements
         to be performed by the Tenant and upon the terms and conditions  herein
         stated,  consents to the Tenant installing,  maintaining and operating,
         during the term of the Satellite  Agreement,  two (2) satellite  dishes
         (collectively,  "Equipment"),  of a  size,  weight,  design  and  shape
         approved by  Landlord,  on the roof of the  Building for the purpose of
         transmitting  and/or receiving  microwave or radio signals,  in a manor
         consistent with Tenant's  business.  Installation shall be designed and
         supervised by a duly registered and qualified  professional Engineer or
         Architect approved by the Landlord.  The installation shall be actually
         fastened  (bolted,   welded  or  otherwise  positively  anchored,   NOT
         ballasted) to the  structure and properly  flashed to the roof membrane
         with  all  necessary  work  to  preserve  the  roof  integrity  and any
         warranties.  For any transmitting  device, the Tenant shall submit data
         to the Landlord  detailing  necessary  safety  precautions that will be
         used  on the  installation,  including  EMF  output,  in  keeping  with
         accepted operating & safety standards.

2.       ASSIGNMENT.  Tenant  shall not be  permitted  to  assign or sublet  the
         Equipment  installation  and operation rights to any other party (other
         than a Permitted  Transferee (as defined in the Lease) and the right to
         operate the  Equipment  shall expire upon the  termination  of Tenant's
         Lease or the earlier termination of this Satellite Agreement.

3.       RESTRICTIONS.  Tenant's  operation of the Equipment shall not interfere
         with the use or operation of other tenant's  communications existing on
         the date of this Satellite Agreement.

4.       INTENTIONALLY OMITTED.

5.       LOCATION.  The location of the Equipment and any appurtenances  thereto
         shall be at the  Landlord's  sole  discretion.  Additionally,  Landlord
         shall have the right,  acting in good faith, to cause such Equipment to
         be relocated from time to time, at the Tenant's sole cost and expense.

6.       TERM. The term of this Satellite  Agreement  shall commence on the date
         first written above and shall  continue  until  termination is provided
         under  paragraph 17 hereof or upon the termination of the Lease and any
         amendments thereto, whichever first occurs.

7.       INSURANCE.   If,  the  Landlord's  insurance  premium  or  real  estate
         assessment  increases as a result of the  installation and operation of
         the  Equipment,  the Tenant shall pay all such  increases  each year as
         additional  rent  within 15 days of receipt of the bill from  Landlord.
         The  Tenant  will have no right to an  abatement  or  reduction  in the
         amount  of rent if for any  reason  the  Tenant  is  unable  to use the
         Equipment.

8.       INSTALLATION OF EQUIPMENT.

         a.       As set forth in  paragraph  1, the size,  weight,  design  and
                  shape of the Equipment is subject to Landlord's  approval.  In
                  this regard,  Tenant shall  submit all  specifications  of the
                  Equipment to the Landlord for  approval.  Tenant agrees to pay
                  Landlord's reasonable cost of review and approval of the plans
                  and specifications within thirty (30) days of written approval
                  from  Landlord.  Consent of Landlord  shall not constitute any
                  representations   or  warranty  by  the  Landlord   that  such
                  alterations are feasible, advisable, accurate or sufficient or
                  that the Tenant will be granted  permits for  construction  or
                  operation by appropriate governmental authorities, or that the
                  resulting premises shall be safe, habitable or tenantable,  or
                  fit for Tenant's purposes.

         b.       Tenant's  installation  contractor for the Equipment  shall be
                  subject  to  Landlord's  prior  review and  approval  and such
                  contractor must provide evidence of insurance  satisfactory to
                  the Landlord prior to installation.  Tenant's  contractors and
                  subcontractors  must comply with all building rules in effect,
                  including  but not  limited  to rules  relating  to the use of
                  elevators,  tool  storage  and  removal of debris.  Tenant may
                  begin  construction  within  twenty  (20)  days of  Landlord's
                  written  approval if all other  applicable  provisions of this
                  Satellite  Agreement have been complied with and within thirty
                  (30)  days  of  commencing  construction  shall  complete  the
                  installation of the Equipment.

         c.       Upon installation of the Equipment,  Landlord has the right to
                  inspect   such   Equipment   in  order  to  verify  that  such
                  installation  and the  Equipment  complies  with the approvals


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<PAGE>

                  previously given by the Landlord.  If such inspection  reveals
                  any deviation from Landlord's prior approvals,  such deviation
                  shall constitute a breach of this Satellite  Agreement and the
                  Landlord may either  require that Tenant  immediately  conform
                  the  Equipment  to the approved  specifications,  or terminate
                  this Satellite Agreement pursuant to paragraph 17 herein.

         d.       Within  10  days  of  completion  of the  installation  of the
                  Equipment,  the Tenant shall notify the Landlord of same.  The
                  work to install  the  Equipment  will be  accepted by Landlord
                  when the last of the following conditions occurs:

                  i.       Landlord and/or its representatives has inspected the
                           premises  after  construction  is  complete  and  has
                           determined   that   such    construction   has   been
                           substantially   completed  in  accordance   with  the
                           approved plans and specifications;

                  ii.      Tenant provides Landlord with final  certificates and
                           other permits required by law;

                  iii.     Tenant certifies to Landlord that Tenant has paid the
                           installation  cost in full or  established  an escrow
                           satisfactory to Landlord;

                  iv.      Tenant  delivers  to  Landlord  copies of the  record
                           drawings  and  specifications  which  shall  bear the
                           stamp  of a  lawfully  licensed  design  professional
                           along with modifications annotated thereto; and

                  v.       Tenant  provides  Landlord  with copies of final lien
                           waivers   from  its   contractor,   as  well  as  any
                           significant subcontractors and suppliers as requested
                           by Landlord, in a form acceptable to Landlord.

If by  reason of any  construction  performed,  or  materials  furnished  to the
premises  for or on behalf of the Tenant,  any  mechanics or other lien shall be
filed, claimed,  perfected or otherwise established,  the Tenant shall discharge
or remove the lien by  payment,  bonding or  otherwise  within 15 days after the
Tenant receives notice of filing the same.

9.       ACCESS.  Tenant may only access the roof of the Building through common
         areas of the Building  and Tenant  agrees that it will not pass through
         other  tenants'  spaces,  nor will it interfere with any other tenants'
         businesses. Additionally, Tenant agrees to give the Landlord reasonable
         notice  prior to  accessing  the roof,  any  cabling  or  communication
         closets.  Tenant also agrees only to access same during normal business
         hours and upon Landlord's consent, not to be unreasonably withheld.

10.      USE OF BUILDING ELECTRICITY. Landlord agrees to allow Tenant to utilize
         electricity   in  the  Building  for  the  purposes  of  operating  the
         Equipment. However, the proposed connection of electricity and location
         of the electric cables on the roof and throughout the Building shall be
         subject to the Landlord's prior review and approval.  Landlord,  at its
         sole  discretion,  may have a submetering  devise installed at Tenant's
         expense to allocate  additional  electrical costs to Tenant as a result
         of the use of the Equipment.

11.      CHANGES  IN  EQUIPMENT.  Any  future  installations  or  changes in the
         Equipment  or any cables  shall be subject  to all the  conditions  and
         restrictions  for original  installation  of the Equipment as set forth
         herein, and shall be subject to Landlord's prior approval.

12.      NONEXCLUSIVE  USE.  Landlord  reserves  the right to install  any other
         equipment or allow other tenants or licensees to install,  maintain and
         operate other equipment on the roof and in the Building. Landlord shall
         have  the  right  to do  maintenance,  repairs  and  remodeling  to the
         Building and roof space at any time without  Tenant's  prior  approval.
         Operation of the Equipment by the Tenant shall not  interfere  with the
         use or  operation of any existing  communications  equipment  on, in or
         about the Building, by Landlord or any third party.

13.      INSTALLATION  AND  MAINTENANCE  OF CABLE IN THE BUILDING.  In the event
         that Tenant desires to run any cable through the Building in connection
         with the installation  and maintenance of the Equipment,  Tenant agrees
         to submit work drawings to the Landlord specifying the following:

         a. The  locations  throughout  the  Building  where the  cable  will be
located.

         b. The manner in which the cabling will be run through the Building.

         c. The  communications  closets,  if any,  which  will be  utilized  in
installing and maintaining such cabling.

         d. The amount of cable which will be required to be utilized.

         e. The type of cable which will be utilized.

Said work  drawings  are subject to  Landlord's  approval  and Tenant  shall not
install  any  cabling or perform  any work  until such work  drawings  have been
approved by the Landlord.

         Additionally,  Tenant  agrees that all cable  shall be shielded  cable,
         that the cable coating shall comply with all applicable  fire codes and
         is  properly  labeled  so that it can be  identified  by the  Landlord,
         Landlord's agents or third parties.


                                       2


<PAGE>


         Tenant further agrees to provide  Landlord  reasonable  notice prior to
         installing  any  cable,  and such  notice  shall set forth the times at
         which Tenant expects to be installing or working on such cables. Tenant
         agrees  that it will  not  pass  through  other  tenants'  spaces,  nor
         interfere  with  any  other  tenants'  businesses  when  installing  or
         maintaining such cables.

14.      ZONING.   Tenant   acknowledges   that   the   Landlord   has  made  no
         representations  or  warranties  to the Tenant  that the  Equipment  is
         permitted under the applicable zoning ordinances. Tenant represents and
         warrants to the Landlord that it has ascertained that the Equipment and
         installation  thereof is so permitted under the applicable zoning laws,
         including  but not  limited  to any  zoning  laws  relating  to  height
         restrictions.

15.      COMPLIANCE  WITH LAW.  Tenant  warrants  that it will  comply  with all
         applicable  laws and  regulations  of the United  States,  the State of
         California  or  any  political  subdivision  thereof.   Tenant  further
         warrants  that Tenant shall,  at its sole cost and expense,  obtain any
         and all  governmental  licenses  and  permits  necessary,  not  only to
         install said  Equipment,  but also to operate said  Equipment as herein
         contemplated.   Tenant  further  agrees  to  obtain  and  maintain  all
         necessary permits during the term hereof and that if it fails to do so,
         Landlord may require  Tenant to remove the  Equipment at Tenant's  sole
         cost and expense

16.      INTENTIONALLY OMITTED.

17.      TERMINATION.  In the event of a breach of any provision  hereof by
         Tenant,  Landlord may terminate this  Satellite  Agreement upon 10 days
         written  notice to the  Tenant at the  address  set  forth  below.  The
         Landlord,  at its sole option, may require the Tenant at any time prior
         to the expiration of this Satellite Agreement, to immediately terminate
         the operation of the Equipment if it is (i) causing  physical damage to
         the structural integrity of the Building, (ii) causing a safety hazard,
         (iii)  interfering with any other service provided by the Building,  or
         (iv)  interfering  with any  other  tenant's  business.  If the  Tenant
         promptly  corrects  the item(s) in i-iv caused by the  Equipment to the
         Landlord's satisfaction,  the Tenant may restore its operation. If, the
         Tenant is unable or unwilling to correct that item(s) in i-iv caused by
         the Equipment to the  Landlord's  satisfaction,  Landlord,  in its sole
         discretion,  may require Tenant to remove the Equipment at Tenant's own
         cost and expense.  Termination of this Satellite Agreement for cause or
         otherwise  shall not  affect  the  parties  rights or  responsibilities
         pursuant to the Lease.

18.      INDEMNITY.  Tenant shall indemnify and hold harmless  Landlord from all
         claims,   suits,   losses  and   liabilities   arising  from   Tenant's
         installation,  maintenance,  or  operation  of  the  Equipment  or  any
         cabling,  from any breach or default by the Tenant  hereunder,  or from
         any injuries or damages  (including  but not limited to  foreseeable or
         unforeseeable consequential damages) occurring in connection therewith,
         whether or not caused in full,  or in part,  by the  negligence  of the
         Landlord. Tenant shall indemnify and hold harmless the Landlord for all
         damages to other tenants as a result of any interference with any other
         tenants' business or occupation of the premises.

19.      SUBORDINATION.  Section 22.1 of the Lease shall govern  concerning  the
         subordination of this Agreement.

20.      REPAIR AND REMOVAL.  Tenant shall not in any manner  deface,  injure,
         or damage the roof of the Building,  or any portion of the Building and
         will pay the cost of  repairing  any damage or injury to the roof,  the
         Building,  or any part thereof by the Tenant,  its agents or employees.
         Upon expiration or sooner termination of this Satellite Agreement:  (i)
         Tenant  shall  promptly  remove the  Equipment  and repair any  damages
         caused by such removal and restore the roof,  Building and its contents
         to the condition it was in prior to the  installation of the Equipment.
         Additionally,  at the option of the Landlord, Landlord shall either (i)
         retain  ownership of all cables running  through the Building,  or (ii)
         require  Tenant,  at  Tenant's  sole cost and  expense,  to remove such
         cables,  repair any damage  caused by such  removal,  and restore those
         portion of the Building utilized to the condition they were in prior to
         the installation of the cable.

         If at any time under the provisions herein Tenant is required to remove
         the  Equipment  or cabling  from the  Building  and Tenant is unable or
         unwilling to do so or the Tenant does not promptly repair damage to the
         roof,   Building  or  its  contents  occasioned  by  the  installation,
         maintenance or operation of the Equipment,  Landlord may after ten days
         notice  remove or repair  same and  charge  Tenant for the cost of said
         removal and/or repairs.


                                       3


<PAGE>


IN WITNESS  WHEREOF,  the undersigned  authorities  have hereunto  executed this
Satellite Agreement, effective on the day and year first above-written.



                        Landlord:        RPD ALMADEN, LLC,
                                         a Delaware limited liability company

                                         By:____________________________________
                                         Name:__________________________________
                                         Its:___________________________________


                        Tenant:          BRIDGE BANK NATIONAL ASSOCIATION, INC.,
                                         a California corporation

                                         By:____________________________________
                                         Name:__________________________________
                                         Its:___________________________________
























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