EXHIBIT 10.3


                                 LEASE AGREEMENT

                  2120 El Camino Real, Santa Clara, California

         THIS LEASE is made this 31st , day of August,  2000, between WASHINGTON
MUTUAL BANK, FA ("Landlord"),  and RICHARD BRENNER, DAVID CAMPBELL,  JULIE CHEN,
ALLAN KRAMER,  CHARLES LAU,  HOWARD LEE,  DANIEL MYERS,  WILLIAM SIMON AND BARRY
TURKUS, individuals who are jointly and severally liable hereunder (collectively
"Tenant").

         Landlord and Tenant agree;

         1. BASIC LEASE  INFORMATION  AND EXHIBITS.  The following terms as used
herein  shall have the  meanings  provided in this  Section 1, unless  otherwise
specifically modified by provisions of this Lease:

             (a) ADDRESS OF TENANT:        c/o 2120 El Camino Real
                                           Santa Clara, California 95050

             (b) LANDLORD:                 Washington Mutual Bank, FA

             (c) ADDRESS OF  LANDLORD:     1201 Third Avenue
                                           Seattle, Washington 98101
                                           Attn: Corp. Property Services
                                           Manager

             (d) PREMISES;                 That certain real property consisting
                                           of  Approximately  5,433 square feet,
                                           including all  improvements,  located
                                           at 2120 El Camino Real,  Santa Clara,
                                           California   (the   "Building");   as
                                           further   described   in   Exhibit  A
                                           attached hereto (the "Premises").

             (e) LEASE TERM:               The lease term shall commence upon
                                           substantial  completion  of  Landlord
                                           Work   described  in  Section   9(the
                                           "Commencement Date") If such Landlord
                                           Work is not substantially complete on
                                           or before October 1, 2000, Tenant may
                                           terminate   this   Lease  by  written
                                           notice to  Landlord.  The Term  shall
                                           terminate  at midnight  on  September
                                           30, 2010 (the "Termination Date").

             (f) BASIC RENT:               As provided in Section 4 hereof.

             (g) ADDITIONAL RENT:          All other costs, other  than
                                           Basic Rent, payable by Tenant
                                           to Landlord hereunder,


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             (h) MASTER LEASE              That certain  Lease Agreement  by and
                                           between Home Facilities  Corporation,
                                           as  landlord,   (together   with  any
                                           successors  and assigns,  which as of
                                           the date hereof is Metropolitan  Life
                                           Insurance Company, "Master Landlord")
                                           and Home Savings of America, F.A., as
                                           tenant,  dated as of August 1,  1990,
                                           as it may  be  amended,  modified  or
                                           supplemented from time to time.

             (i) SECURITY  DEPOSIT         $19, 332.13 and an irrevocable letter
                                           of credit in the  amount of  $100,000
                                           which  may  be  drawn  upon   without
                                           condition by Landlord. Such letter of
                                           credit shall be surrendered to Tenant
                                           when   Tenant   has    received   all
                                           necessary  governmental  approvals to
                                           operate as a bank at the Premises and
                                           initial  capital  funding of not less
                                           than  $10,000,000.   It  shall  be  a
                                           default  hereunder if Tenant does not
                                           replace  such  letter of  credit  not
                                           less than ten (10) days  prior to its
                                           expiration date.

             (j) EXHIBITS                  Exhibit A - Legal Description of Land
                                           Exhibit B  -  Tenant's   Workletter
                                           Agreement

         2.  PREMISES.  Landlord  does hereby  lease to Tenant,  and Tenant does
hereby lease from Landlord,  upon the terms and conditions herein set forth, the
Premises  described in Section 1 hereof.  Tenant  shall be permitted  reasonable
access to inspect the Premises  prior to the  Commencement  Date.  Tenant agrees
that in the event that the actual  square  footage of the  Premises  is less the
amount referenced in Section 1 of this Lease, there shall be no reduction in the
Basic Rent hereunder.

         3.  COMMENCEMENT  AND  EXPIRATION  DATES.  The term of this Lease shall
commence  on the  Commencement  Date set forth in  Section  1 above.  If for any
reason  Landlord cannot deliver  possession of the Premises to Tenant,  Landlord
shall not be subject to any liability  therefore,  nor shall such failure affect
the validity of this Lease or the obligations of Tenant  hereunder or extend the
Termination  Date,  but in such case Tenant  shall not be  obligated to pay Rent
until  possession of the Premises is tendered to Tenant.  The Lease shall expire
on the Termination Date set forth in Section 1 above.

         4.  RENT.  From the  Commencement  Date to the day  prior to the  first
anniversary of the Commencement  Date, Basic Rent shall be $13,582.50 per month.
On each anniversary of the Commencement  Date, the Basic Rent shall be increased
by 4% of the amount  charged as Basic Rent during the prior year.  Tenant  shall
pay  Landlord  without  notice the Basic  Rent and  Additional  Rent  (together,
"Rent") stated in Section 1 hereof without deduction or offset on the

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first day of each calendar month during the term. Rent due for any partial month
shall be prorated in proportion to the number of days in such month.

         5. SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deposit
with Landlord the Security Deposit to be held by Landlord during the Term as set
forth below. The Security  Deposit shall be held by Landlord  without  liability
for interest and as security for the performance by Tenant of Tenant's covenants
and  obligations  hereunder,  it being  expressly  understood  that the Security
Deposit  shall not be  considered  as a measure of  Tenant's  damages in case of
default by  Tenant.  Landlord  may,  in its sole  discretion,  from time to time
without  prejudice to any other remedy,  use the Security  Deposit to the extent
necessary  to make good any  default  under this  Lease or to satisfy  any other
covenant or obligation of Tenant  hereunder.  Following any such  application of
the  Security  Deposit,  Tenant  shall pay to  Landlord  on demand the amount so
applied in order to restore the  Security  Deposit to its  original  amount.  If
Tenant is not in default at the  termination  of this Lease,  the balance of the
Security  Deposit  remaining  after any such  application  shall be  returned to
Tenant  within a  reasonable  period  after such  termination,  after  deducting
therefrom  any unpaid  obligation  of Tenant to Landlord as may arise under this
Lease,  including,  without limitation,  the obligation of Tenant to restore the
Premises upon  termination of this Lease. If Landlord  transfers its interest in
the  Premises  during the term of this Lease,  Landlord  may assign the Security
Deposit to the transferee  provided that such transferee accepts, in writing, to
bound by the terms of this Lease as the landlord hereunder.

         6. TAX COSTS AND  INSURANCE  COSTS.  In addition to Basic Rent,  Tenant
shall pay to Landlord  from and after the Rent  Commencement  Date,  without any
deduction or offset within  fifteen (15) days of receiving  written  notice from
Landlord of the amount then due,  or within  fifteen  (15) days of the date such
amounts are payable by Landlord, whichever is later, all Tax Costs and Insurance
Costs  (each as defined  below).  Any and all  amounts due and payable by Tenant
pursuant to this Section  shall be deemed  "Additional  Rent" (and together with
the Basic  Rent,  shall  sometimes  be referred  to herein as the  "Rent"),  and
Landlord shall be entitled to exercise the same rights and remedies upon default
in payments of Additional  Rent as Landlord is entitled to exercise with respect
to defaults in Basic Rental payments.

         As used  herein,  the term "Tax Costs" and  "Insurance  Costs" shall be
defined as follows;

         (a) "Tax  Costs"  shall  mean any and all real  estate  taxes and other
similar charges on real property or improvements,  assessments,  water and sewer
charges, and all other charges assessed,  reassessed or levied upon the Premises
and appurtenances  thereto and the parking or other facilities  thereof,  or the
real property thereunder (collectively, "Real Property") or attributable thereto
or on the rents,  issues,  profits or income received or derived therefrom which
are assessed, reassessed or levied by the United States, the State of California
or any  local  government  authority  or  agency  or any  political  subdivision
thereof, excluding any federal, state or local income or franchise taxes and any
increased  property  taxes by reason of a transfer of the ownership  interest in
the Premises,  and shall include  Landlord's  reasonable  legal fees,  costs and
disbursements incurred in connection with proceedings for reduction of Tax Costs
or any part thereof.

         (b)  "Insurance  Costs"  shall mean all costs and  charges  incurred by
Landlord  with  respect  to the  insurance  policies  required  to be carried by
Landlord pursuant to the terms of the Master Lease.


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         7. SERVICES AND UTILITIES.

         (a) UTILITIES.  Tenant shall pay for all water, gas, heat, light, power
(including  HVAC),  telephone,  trash disposal and other  utilities and services
supplied to the Premises, together with any taxes thereon.

         (b)  INTERRUPTION  OF  SERVICES.  Landlord  shall not be liable for any
loss,  injury or damage to person or property  caused by or  resulting  from any
variation,   interruption,  or  failure  of  such  services  due  to  any  cause
whatsoever,  other than the gross negligence or willful  misconduct of Landlord,
and rent shall not abate as a result  thereof nor shall Tenant have the right to
terminate this Lease and Tenant shall not be released or in any way excused from
its obligations under this Lease.

         8    USES.

         (a) USES. The Premises are to be used only for retail banking  purposes
and for any other business or purpose  permitted under the Master Lease.  Tenant
shall not commit any act that will  increase the then existing rate of insurance
on the  Premises  and will  immediately  pay any  such  increase.  Tenant  shall
promptly pay upon demand the amount of any increase in insurance rates caused by
any act or acts of Tenant.  Tenant shall not commit or allow to be committed any
waste upon the Premises, or any public or private nuisance or which is unlawful.

         (b) COMPLIANCE  WITH LAW.  Tenant shall,  at Tenant's  expense,  comply
promptly with all applicable statutes,  ordinances,  rules, regulations,  orders
and requirements,  including without limitation laws and regulations prohibiting
discrimination on the basis of race, gender,  religion,  national origin, age or
disability,  in effect during the term hereof,  including without limitation the
Americans With Disabilities Act, regulating the use, occupancy or improvement of
the  Premises  by  Tenant,  Landlord  or  otherwise  and  Tenant  shall be fully
responsible for the cost of complying therewith.

         (c) DAMAGE AND  OVERLOADING.  Neither  Tenant nor any agent,  employee,
officer or contractor  of Tenant,  nor any other person acting for, on behalf or
at the  request  of,  or  pursuant  to actual or  apparent  authority  of Tenant
(collectively,  "Tenant's  Representatives"),  shall do anything that will cause
damage to the Premises.  Neither the floor nor any other portion of the Premises
shall be overloaded.  No machinery,  apparatus, or other appliance shall be used
or operated in or on the  Premises  that will in any manner  injure,  vibrate or
shake the Premises.  If Tenant or Tenant's  Representatives  cause damage to any
portion  of the  Premises,  then  Landlord  shall  have  the  right  but not the
obligation to repair such damage and Tenant shall  promptly  reimburse  Landlord
for Landlord's actual cost of such repair.

         (d)  COMPLIANCE  WITH RULES AND  REGULATIONS.  Tenant shall observe and
comply with all reasonable rules and regulations put into effect by Landlord.

         9. INITIAL TENANT IMPROVEMENTS.

         (a) Tenant's  initial  tenant  improvements  to the Premises  ("Initial
Tenant  Improvements")  shall be installed by Tenant at Tenant's sole expense in
accordance with the Tenant  Workletter  Agreement  attached hereto as Exhibit B.
Plans and specifications for the


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Initial Tenant Improvements,  and the contractors and subcontractors utilized by
Tenant, shall be subject to the prior approval of Landlord, which approval shall
not be unreasonably withheld.

         (b) Landlord  shall install a new roof for the Building and replace any
ceiling  tiles  damaged by previous  roof leaks prior to the  Commencement  Date
("Landlord's Work").

         (c) Upon execution of this Lease, Tenant may conduct  architectural and
other   construction   studies   necessary  to  construct  the  Initial   Tenant
Improvements. Such studies shall be completed at Tenant's sole cost and expense.
Tenant shall indemnify and hold Landlord harmless from any and all liens,  costs
and liabilities incurred in connection with such studies.

         (d)  Upon  expiration  or  sooner   termination  of  this  Lease,   all
improvements  and additions to the Premises,  except  Tenant's  trade  fixtures,
shall be deemed the property of Landlord,  provided that Tenant shall remove any
such  improvements  installed  by Tenant  which are  required  to be  removed by
Landlord  or the Master  Landlord  and shall  repair any damage to the  Premises
caused by such removal.

         10.  ACCEPTANCE OF PREMISES.  Landlord agrees that on the  Commencement
Date the building  systems and  components  shall be in good  working  order and
repair,  including but not limited to HVAC,  electrical,  lighting and plumbing.
Landlord  shall also be responsible  for removing any abandoned  vehicles on the
Premises. Except as herein expressly provided, and except for Landlord's Work as
provided  above,  Tenant  hereby  accepts the Premises "AS IS" in its  condition
existing as of the date of the execution hereof,  and acknowledges that Landlord
shall have no other obligation of any kind to alter, repair, improve, or rebuild
the Premises or such systems in  connection  with  Tenant's  occupancy  thereof.
Tenant shall be fully  responsible  for any work necessary to bring the Premises
into compliance with all governmental laws and ordinances.  Tenant  acknowledges
that  neither  Landlord  nor  Landlord's  agent has made any  representation  or
warranty  as to the  suitability  of the  Premises  for the  conduct of Tenant's
business,  and Tenant  hereby  waives  any  rights,  claims or  actions  against
Landlord under any express or implied warranties of suitability

         11. CARE OF PREMISES.

         (a) Tenant  shall,  at Tenant's sole cost and expense and at all times,
keep the Premises and every part  thereof in good order,  condition  and repair.
Tenant's obligations shall include  restorations,  replacements or renewals when
necessary to keep the Premises and all improvements  and equipment  thereon or a
part thereof in good order,  condition  and state of repair.  If Tenant fails to
maintain or repair the Premises as provided above,  then after the expiration of
any  applicable  notice and cure period set forth in this Lease,  Landlord shall
have the right,  but not the obligation,  to maintain or repair the Premises and
Tenant shall  promptly  reimburse  Landlord for  Landlord's  actual cost of such
maintenance or repair, plus a management fee in the amount of 15% of such actual
cost.

         (b) Tenant  shall,  at Tenant's  sole  expense,  procure  and  maintain
contracts,  with copies to Landlord,  in customary  form and substance  for, and
with  contractors  specializing  and  experienced  in  the  maintenance  of  the
following  equipment  and  improvements,  if any, if and when  installed  on the
Premises:  (i) HVAC equipment,  (ii) boiler,  and pressure  vessels,  (iii) fire
extinguishing  systems,  including  fire  alarm  and/or  smoke  detection,  (iv)
landscaping  and  irrigation  systems,  (v)  driveways  and parking  lots,  (vi)
clarifiers, and (vii) basic utility feed to the perimeter of the Premises.

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         (c) Landlord  shall not be liable for injury to Tenant's  business,  or
loss of  income  therefrom,  or,  except  in  connection  with  damage or injury
resulting from the gross  negligence or willful  misconduct of Landlord,  or its
authorized agents, for damage that may be sustained by the person, goods, wares,
merchandise or property of Tenant, its employees,  invitees,  customers, agents,
or  contractors,  or any other person in, on or about the  Premises  directly or
indirectly caused by or resulting from fire, steam,  electricity,  gas, water or
rain which may leak or flow from or into any part of the  Premises,  or from the
breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires,
appliances,  plumbing,  air  conditioning,  light  fixtures,  or  mechanical  or
electrical systems or from intrabuilding  network cable,  whether such damage or
injury results from  conditions  arising upon the Premises or from other sources
or places and  regardless  of whether  the cause of such damage or injury or the
means or repairing the same is inaccessible to Tenant.

         12. ALTERATIONS AND ADDITIONS.

         (a) Tenant shall not make any alterations,  improvements, additions, or
utility  installations  in or about the Premises  (collectively,  "Alterations")
without first  obtaining  the written  consent of Landlord , which consent shall
not be unreasonably withheld,  and, where appropriate,  in accordance with plans
and specifications  approved by Landlord. Any alterations required to be made to
the   Premises   by   any   applicable   building,    health,    safety,   fire,
nondiscrimination,  or  similar  law or  regulation  ("Law")  shall  be  made at
Tenant's  sole  expense  and shall be  subject to the prior  written  consent of
Landlord  which  consent  shall  not  be  unreasonably  withheld.  Tenant  shall
reimburse  Landlord  for any sums  expended  for  examination  and  approval  or
architectural  or  mechanical  plans  and  specifications  of  the  Alterations.
Landlord  may  require  a lien and  completion  bond for such  construction,  or
require the  improvements  be removed at the expiration of the Term.  Landlord's
approval  of  the  plans,  specifications  and  working  drawings  for  Tenant's
alterations  shall create no responsibility or liability on the part of Landlord
for their completeness,  design sufficiency,  or compliance with all laws, rules
and regulations of governmental agencies or authorities.

         (b) Tenant  shall  pay,  when due,  all  claims for labor or  materials
furnished  to or for Tenant at or for use in the  Premises,  which claims are or
may be secured by any mechanics' or material men's liens against the Premises or
any interest therein.

         (c)  Landlord  or the Master  Landlord  may  require the removal of any
Alterations to the Premises  installed by Tenant. Any Alterations not so removed
shall become the property of Landlord  and remain upon and be  surrendered  with
the Premises at the expiration of the term.

         (d) Any and all Alterations shall comply with all applicable provisions
of the Master Lease, including, without limitation, any provisions requiring the
consent of the landlord under the Master Lease.  Master Landlord may require the
removal of any Alterations to the Premises  installed by Tenant. Any Alterations
not so removed  shall  become the  property of  Landlord  and remain upon and be
surrendered with the Premises at the expiration of the term.

         13.  ACCESS.  Tenant shall permit  Landlord and its agents to enter the
Premises  at all  reasonable  times for the  purpose  of  inspecting,  cleaning,
repairing,  altering or improving the Premises.  Landlord may temporarily  close
any  portion  of the  Premises  without  liability  to  Tenant by reason of such
closure, and such closure shall not constitute an eviction of Tenant or release

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Tenant  from any Rent  hereunder.  Landlord  shall have the right at any and all
times to enter the Premises for emergency entry.

         14. DAMAGE OR DESTRUCTION.

         (a) In the event any portion of the  Premises is damaged by fire or any
other cause  Landlord  shall  within  thirty  (30) days after such  event,  give
written  notice to Tenant  advising  Tenant of the estimated  time to repair and
restore  the  Premises  to a  complete  architectural  unit of the  same  value,
condition and character that existed immediately prior to such casualty. If such
repair and  restoration may be completed in less than two hundred ten (210) days
after such notice is given,  or if Landlord is required to repair such damage by
the terms of the Master Lease,  then  Landlord  shall,  at  Landlord's  expense,
repair such damage as soon as reasonably  possible and this Lease shall continue
in full force and effect. In the event,  however,  that Landlord is not required
to repair such damage under the Master Lease and such damage  cannot be repaired
in less than two hundred ten (210) days,  Landlord  may within  thirty (30) days
after such damage, by written notice to Tenant, terminate this Lease.

         (b) In the event any portion of the  Premises is damaged by fire or any
other cause and, as reasonably  determined by Landlord,  the Premises may not be
restored  to a complete  architectural  unit of the same  value,  condition  and
character  that  existed  immediately  prior to such  casualty  in less than two
hundred ten (210) days, and Landlord is not obligated to restore the Premises by
the Master  Lease,  then Tenant  shall have the option to damage or to terminate
this Lease  within  thirty  (30) days after such  written  notice is received by
Tenant.

         (c)  Notwithstanding  any other  provision  of this  Lease  that may be
construed to the contrary,  if any destruction to the Premises occurs during the
last year of the Lease Term,  either Landlord or Tenant may terminate this Lease
by giving notice to the other not more than 30 days after such  destruction,  in
which case (a) Landlord  shall have no obligation  to restore the Premises,  (b)
Landlord may retain all insurance proceeds relating to such destruction, and (c)
this Lease shall terminate as of 30 days after such notice of termination.

         (d) Landlord shall not be required and will not carry  insurance of any
kind  on  any  improvements  paid  for  by  Tenant  or  on  Tenant's  furniture,
furnishings,  fixtures,  equipment,  appurtenances or other personal property of
Tenant under this Lease and Landlord shall not be obligated to repair any damage
thereto or replace the same.

         (e) Rent shall abate to the extent that the  Premises  are  unusable by
Tenant.  Tenant waives the provisions of California  Civil Code Sections 1932(2)
and 1933(4) with respect to any partial or total destruction of the Premises.

         15. CONDEMNATION.

         (a)  CONTROLLING  TERMS. If during the Lease Term, or during the period
of time between the execution of this Lease and the Commencement  Date, there is
any taking of all or any part of the  Premises or any  interest in this Lease by
Condemnation  (as defined  below),  this Section shall  determine the rights and
obligations  of Tenant and  Landlord,  subject to  applicable  provisions of the
Master Lease.  "Condemnation"  shall mean the exercise of any governmental power
to take title to any portion of the Premises,  whether by legal  proceedings  or
otherwise,  by a Condemnor (as defined below) or a voluntary sale or transfer by
Landlord to any Condemnor,


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either  under  threat of a  Condemnor's  exercise  of such power or while  legal
proceedings are pending for the exercise of such power.  "Condemnor"  shall mean
any public or  quasi-public  authority,  or private  corporation  or individual,
having the power of Condemnation.

         (b) TOTAL TAKING.  If the Premises are totally  taken by  Condemnation,
this Lease shall  terminate on the date the  Condemnor has a right to possession
of the Premises (the "Date of Taking").

         (c) PARTIAL  TAKING.  If any  portion,  but not all, of the Premises is
taken by Condemnation, this Lease shall remain in effect, except that Tenant may
elect to  terminate  this  Lease if the  remaining  portion of the  Premises  is
rendered  reasonably  unsuitable for Tenant's continued use of the Premises.  If
Tenant  elects to so  terminate  this Lease,  Tenant must  exercise its right to
terminate  by giving  notice to Landlord  within 30 days after the date that the
nature  and  the  extent  of  the   Condemnation   have  been   determined  (the
"Determination  Date"),  which notice  shall set forth the date of  termination.
Such  termination  date shall not be earlier than 30 days nor later than 90 days
after Tenant has notified  Landlord of its  election to  terminate;  except that
this Lease shall  terminate on the Date of Taking if the Date of Taking falls on
a date before the date of  termination  as designated by Tenant.  If Tenant does
not so  notify  Landlord  within  30 days  after  the  Determination  Date,  all
obligations of Tenant under this Lease shall remain in effect, except that Basic
Rent  shall be  reduced by the ratio of (i) the  rentable  area of the  Premises
taken to (ii) the rentable area of the Premises immediately prior to the Date of
Taking.

         (d) RESTORATION. Notwithstanding the preceding paragraph, if, within 60
days after the Determination Date, Landlord notifies Tenant that Landlord at its
cost will add to the remaining Premises so that the area of the Premises will be
substantially  the same after the Date of Taking as they were before the Date of
Taking,  and  Landlord  commences  the  restoration  promptly  and,  subject  to
reasonable  allowance  for delays that are not caused by Landlord,  completes it
within 180 days after Landlord so notifies Tenant,  this Lease shall continue in
effect.  Unless  Landlord  restores  the  Premises  pursuant  to  the  preceding
sentence, if there is a partial taking of the Premises and this Lease remains in
effect,  Tenant at its sole cost shall  accomplish all necessary  restoration to
enable Tenant to use the Premises.  All  obligations  of Tenant under this Lease
shall remain in effect, except that Basic Rent shall be abated or reduced during
the period from the Date of Taking until the  completion of such  restoration by
the ratio of (a) the  rentable  area of the  Premises  taken to (b) the rentable
area of the Premises immediately prior to the Date of Taking.

         (e) AWARD.  The Award (as defined below) shall belong to and be paid to
Landlord,  Tenant  shall  have no  right to any part of the  Award,  and  Tenant
assigns to Landlord all of Tenant's right, title and interest in and to any part
of the Award,  except  that  Tenant  shall  receive  from the Award any sum paid
expressly to Tenant from the Condemnor for relocation,  and the unamortized cost
of tenant  improvements and other  Alterations which were paid for by Tenant and
not part of any tenant  improvement  allowance  extended  by  Landlord to Tenant
under this Lease. "Award" shall mean all compensation, sums or anything of value
awarded, paid or received on a total or partial Condemnation of the Premises.

         (f) WAIVER OF STATUTE.  Landlord and Tenant  hereby waive the provision
of California  Code of Civil Procedure  Section  1265.130  allowing  Landlord or
Tenant to petition the superior  court to terminate this Lease in the event of a
partial taking of the Premises.

         16. INDEMNIFICATION.

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         (a)  INDEMNITY . Tenant shall  indemnify,  defend and hold Landlord and
Master Landlord harmless from and against all loss, cost and expense,  including
attorneys fees, arising from any act,  omission,  or negligence of Tenant or its
officers, contractors, licensees, agents, servants, employees, guests, invitees,
or visitors in or about the  Premises,  or arising  from any injury or damage to
any person or  property,  occurring  in or about the Premises as a result of any
act, omission or negligence of Tenant, or its officers, contractors,  licensees,
agents,  employees,  guests,  or visitors or arising  from any breach or default
under this Lease by Tenant.  The foregoing  provisions shall not be construed to
make Tenant  responsible for loss,  damage,  liability or expense resulting from
injuries to third parties  caused solely by the gross  negligence or intentional
misconduct  of  Landlord,  or  its  officers,  contractors,  licensees,  agents,
employees and invitees.

         (b)  EXEMPTION OF LANDLORD  FROM  LIABILITY.  As a material part of the
consideration  to Landlord,  Tenant  hereby agrees that,  except for  Landlord's
gross negligence or willful misconduct, Landlord shall in no event be liable for
injury to  Tenant's  business or assets or any loss of income  therefrom  or for
damage to Tenant's  employees,  invitees,  customers,  or any other person in or
about the Premises,  whether such damage, loss or injury results from conditions
arising upon the Premises,  or from other sources or places,  and  regardless of
whether the cause of such damage,  loss or injury or the means of repairing  the
same is  inaccessible  to Tenant.  Tenant  further  agrees that  notwithstanding
anything to the contrary in this Lease, Landlord shall in no event be liable for
any injury or damage to any person or  property of Tenant,  Tenant's  employees,
invitees,  customers,  agents or contractors  arising from any act or neglect of
any third person.

         (c) WAIVER OF SUBROGATION.  Landlord and Tenant each hereby waive their
rights of  subrogation  against  one  another to the extent it is covered by the
property insurance policies required to be carried hereunder or actually carried
by such party.  Landlord  and Tenant  agree to use  reasonable  efforts to cause
their  insurance  carriers  to  consent  to the  foregoing  waiver  of rights of
subrogation against the other party.

         17. HAZARDOUS MATERIALS. Tenant shall not dispose of or otherwise allow
the release of any hazardous waste or materials in, on or under the Premises, or
any adjacent property.  Tenant represents and warrants to Landlord that Tenant's
intended use of the Premises does not involve the use,  production,  disposal or
bringing on to the Premises of any hazardous waste or materials. As used herein,
the term  "hazardous  waste  or  materials"  includes  any  substance,  waste or
material defined or designated as hazardous,  toxic or dangerous (or any similar
term) by any federal, state or local statute,  regulation, rule or ordinance now
or hereafter in effect.  Tenant shall promptly  comply with all applicable  laws
and with all orders, decrees or judgments of governmental  authorities or courts
having jurisdiction relating to hazardous waste or materials.

         Landlord  agrees to indemnify,  defend and hold harmless Tenant against
any and all loss, cost and expense (including,  without  limitation,  consultant
fees,  attorneys' fees and  disbursements)  which may be imposed on, incurred or
paid by or asserted against Tenant or the Premises by reason of or in connection
with any  hazardous  materials  released on or about the  Premises  prior to the
Commencement Date, provided, however, that nothing herein shall require Landlord
to remediate unless required to do so by law.

         18. INSURANCE.

                                        9


<PAGE>



         (a) Coverage  Required.  Tenant shall maintain in full force and effect
at all times during the Term at its own expense,  for the  protection  of Tenant
and Landlord,  as their interests may appear,  policies of insurance issued by a
responsible carrier or carriers who are qualified to do business in the state in
which the  premises are situated and  otherwise  acceptable  to Landlord  (whose
acceptance will not be unreasonably  withheld or delayed),  which policies shall
afford the following coverages:

             (i) Workers' Compensation Insurance as required by applicable state
law, with employer's contingent liability (stop gap) coverage of $500,000; and

             (ii) Broad Form Commercial General Liability Insurance, including a
Blanket   Contractual   Liability   endorsement   covering  Tenant's   indemnity
obligations  under this Lease,  Broad Form  Property  Damage,  Personal  Injury,
Completed Operations,  Products Liability, and Fire Damage in an amount not less
than One Million  Dollars  ($1,000,000)  Combined  Single  Limit for both bodily
injury and property  damage,  which policy is payable on an "occurrence"  rather
than a "claims made" basis; and

             (iii) What is commonly  referred to as "all risk" coverage property
insurance  (excluding  earthquake  and  flood)  covering  Tenant's  alterations,
additions and  improvements  to the Premises,  furniture,  fixtures,  equipment,
inventory and other personal  property  located on the Premises,  in the greater
amount of (A) one  hundred  percent  (100%)  of the  current  replacement  value
thereof,  with  inflation  endorsements,  or (B) one  hundred  thousand  dollars
($100,000).

         (b)  INSURANCE  REQUIREMENTS.  All  insurance  policies  required to be
maintained  by Tenant  under this Lease shall be issued by  insurance  companies
which  have a Best's  Rating of "A" or better  and are  included  within  Best's
Financial  Size  "Class  X" or  larger  in the most  current  available  "Best's
Insurance Reports," and which are qualified to do business in the state in which
the  Premises  are  situated  and shall not  contain a  deductible  unless  such
deductible is expressly approved in writing by Landlord.  All liability policies
shall  contain a  provision  that  Landlord,  although  listed as an  additional
insured,  shall  nevertheless be entitled to recover under said policies for any
loss  occasioned  to it, its  servants,  agents and  employees  by reason of the
negligence  of Tenant.  All  liability  and property  damage and other  casualty
policies of Tenant shall be written as primary policies,  not contributing with,
and not in excess of  coverage  which  Landlord  may carry.  If Tenant  fails to
acquire or maintain any  insurance or provide any  certificate  required by this
section,  Landlord may, but shall not be required to, obtain such  insurance for
Landlord's  benefit and Tenant  shall  reimburse  Landlord  for the costs of the
premiums of such insurance  within ten (10) days of receipt of a written request
for reimbursement  from Landlord.  Such amounts shall be additional rent payable
by Tenant hereunder and in the event of non-payment thereof, Landlord shall have
rights  with  respect to such  non-payment  as it has with  respect to any other
non-payment of rent hereunder.

         (c) CERTIFICATES.  Tenant shall deliver to Landlord on the Commencement
Date of this Lease and thereafter at least fifteen (15) days prior to expiration
of any insurance  required to be carried  hereunder,  certificates  of insurance
evidencing this coverage with limits not less than those specified above.  These
certificates (with the exception of Workers'  Compensation)  shall list Landlord
and Master Landlord as additional  insureds.  Further,  all  certificates  shall
expressly provide that no less than thirty (30) days' prior written notice shall
be given Landlord

                                       10

in the event of material change to,  expiration or cancellation of the coverages
or policies evidenced by the certificates.

         19. ASSIGNMENT AND SUBLETTING.

         (a) Upon  formation  of  Bridge  Bank  and  issuance  of all  necessary
governmental  regulations  permitting  its  operation as a national bank and the
receipt by such bank of not less than $10,000,000 as the bank's initial capital,
this Lease may be assigned  by Tenant to Bridge  Bank with Bridge Bank  assuming
all liabilities and obligations of Tenant hereunder and the original parties who
are Tenant  hereunder  shall  thereafter  have no further  liability  hereunder.
Except as hereinabove provided,  Tenant shall not assign, mortgage,  encumber or
otherwise  transfer  this Lease or sublet the whole or any part of the  Premises
without in each case first obtaining  Landlord's  prior written  consent,  which
consent shall not be unreasonably  withheld.  Except as hereinabove provided, no
assignment,  subletting or other  transfer shall relieve Tenant of any liability
under this Lease.  Consent to any such assignment,  subletting or transfer shall
not  operate  as a  waiver  of the  necessity  for  consent  to  any  subsequent
assignment,  subletting  or  transfer.  In  connection  with each request for an
assignment or  subletting,  Tenant shall pay the  reasonable  cost of processing
such  assignment  or  subletting,  including  attorneys  fees,  upon  demand  of
Landlord.  Notwithstanding the foregoing, Tenant may assign its interest in this
Lease or sublet the Premises to an affiliate of Tenant that is controlled by, or
under  common  control  with,   Tenant  or  in  connection   with  a  merger  or
consolidation  or sale of Tenant's  business,  without  Landlord's prior consent
provided that Tenant  provides  Landlord with prior notice of such assignment or
sublease.  For the purposes of this section,  "control" shall mean the ownership
of not less than 50% of the beneficial  interest of such entity. Any assignee or
subtenant  shall  assume  all of  Tenant's  obligations  under this Lease and be
jointly and severally liable with Tenant hereunder. Any assignment or subletting
by Tenant shall be contingent upon Tenant  obtaining any required consent of the
landlord under the Master Lease.

         (b) If Landlord withholds or conditions its consent and Tenant believes
that  Landlord  did so contrary  to the terms of this Lease,  Tenant may, as its
sole remedy, prosecute an action for declaratory relief to determine if Landlord
properly withheld or conditioned its consent, and Tenant hereby waives all other
remedies,  including,  without  limitation,  those set forth in California Civil
Code Section 1995.310.

         20. LIENS AND INSOLVENCY.  Tenant shall keep its interest in this Lease
and any Property of Tenant  (other than  unattached  personal  property) and the
Premises  free from any liens  arising out of any work  performed  or  materials
ordered or obligations incurred by or on behalf of Tenant and hereby indemnifies
and holds Landlord harmless from any liability from any such lien.

         21. REMEDIES.

         (a) The  occurrence  of any one or more of the  following  events shall
constitute  a material  default  and breach of this  Lease by Tenant:  (i);  the
failure by Tenant to make any payment of Rent or any other  payment  required to
be made by Tenant  hereunder,  within five (5) days after the date due; (ii) the
failure by Tenant to observe or perform any of the other  covenants,  conditions
or  provisions of the Lease,  where such failure shall  continue for a period of
five (5) days;  provided,  however,  if more  than five (5) days are  reasonably
required for

                                       11



<PAGE>


its cure then  Tenant  shall not be deemed to be in default if Tenant  commences
such cure within said 5-day period and  thereafter  diligently  prosecutes  such
cure to  completion;  (iii) the making by Tenant of any  general  assignment  or
general  arrangement  for the benefit of creditors;  (iv) the abandonment of the
Premises by Tenant for more than thirty (30) consecutive days; (v) the filing by
or against Tenant of a petition to have Tenant  adjudged  bankrupt or a petition
for reorganization or arrangement under any law relating to bankruptcy  (unless,
in the case of a petition  filed against  Tenant,  the same is dismissed  within
sixty  (60)  days);  (vi) the  appointment  of a  trustee  or  receiver  to take
possession of substantially all of Tenant's assets located at the Premises or of
Tenant's  interest  in the Lease,  where  possession  is not  restored to Tenant
within thirty (30) days; or (vii) the  attachment,  execution or other  judicial
seizure of  substantially  all of Tenant's  assets located at the Premises or of
Tenant's  interest in this Lease,  where such seizure is not  discharged  within
thirty (30) days.

         (b) Upon occurrence of an Event of Default under this Lease as provided
in  Article 19 hereof,  Landlord  may  exercise  all of its  remedies  as may be
permitted by law, including,  but not limited to, the remedy provided by Section
1951.4  of  the  California  Civil  Code,  and  including,  without  limitation,
terminating  this Lease,  re-entering  the Premises and removing all persons and
property  therefrom,  which property may be stored by Landlord at a warehouse or
elsewhere at the risk, expense and for the account of Tenant. If Landlord elects
to terminate  this Lease,  Landlord shall be entitled to recover from Tenant the
aggregate of all amounts permitted by law, including, but not limited to (i) the
worth at the time of the amount of any unpaid  rent which had been earned at the
time of such termination; plus (ii) the worth at the time of award of the amount
by which the unpaid rent which would have been earned  after  termination  until
the time of award  exceeds the amount of such  rental  loss that  Tenant  proves
could have been reasonably avoided; plus (iii) the worth at the time of award of
the amount by which the unpaid  rent for the balance of the Lease Term after the
time of award  exceeds the amount of such rental loss that Tenant  proves  could
have been reasonably avoided; plus (iv) any other amount necessary to compensate
Landlord for all the detriment proximately caused by Tenant's failure to perform
its obligations under this Lease or which in the ordinary course of things would
be likely to result  therefrom,  specifically  including,  but not  limited  to,
brokerage commissions and advertising expenses incurred,  expenses of remodeling
the Premises or any portion thereof for a new tenant,  whether for the same or a
different use, and any special  concessions made to obtain a new tenant; and (v)
at  Landlord's  election,  such other  amounts in  addition to or in lieu of the
foregoing  as may be  permitted  from time to time by  applicable  law. The term
"rent"  as used in this  Article  shall be  deemed to be and to mean all sums of
every nature  required to be paid by Tenant pursuant to the terns of this Lease,
whether to  Landlord  or to  others.  As used in Items (i) and (ii)  above,  the
"worth at the time of award" shall be computed by allowing  interest at the rate
of twelve per cent  (12%) per annum,  but in no case  greater  than the  maximum
amount of such  interest  permitted  by law.  As used in Item (iii)  above,  the
"worth at the time of award" shall be 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%).

         (c)  Nothing in this  Article  20 shall be deemed to affect  Landlord's
right to  indemnification  for  liability or  liabilities  arising  prior to the
termination  of this Lease for  personal  injuries or property  damage under the
indemnification clause or clauses contained in this Lease.

         (d)  Notwithstanding   anything  to  the  contrary  set  forth  herein,
Landlord's  reentry to perform  acts of  maintenance  or  preservation  of or in
connection with efforts to relet the

                                       12


<PAGE>


Premises  or  any  portion  thereof,  or  the  appointment  of a  receiver  upon
Landlord's  initiative to protect Landlord's interest under this Lease shall not
terminate  Tenant's  right to possession of the Premises or any portion  thereof
and,  until  Landlord  does elect to  terminate  this  Lease,  this Lease  shall
continue in full force and effect,  and Landlord  may enforce all of  Landlord's
rights  and  remedies  hereunder  including,   without  limitation,  the  remedy
described in California  Civil Code Section 1951.4 (lessor may continue lease in
effect after lessee's breach and abandonment and recover rent as it becomes due,
if  lessee  has the  right to  sublet  or  assign,  subject  only to  reasonable
limitations). Accordingly, if Landlord does not elect to terminate this Lease on
account of any  default  by Tenant,  Landlord  may,  from time to time,  without
terminating this Lease, enforce all of its rights and remedies under this Lease,
including the right to recover all rent as it becomes due.

         (e) Notwithstanding  anything to the contrary herein,  after this Lease
is assigned to Bridge Bank in  accordance  with  Section  19(a)  hereof,  if (a)
Bridge Bank or its successors or assigns shall become insolvent or bankrupt,  or
if the interest of Bridge Bank or that of Bridge Bank's successors or assigns in
this Lease shall be levied upon or sold under  execution or other legal process,
or (b) the  depository  institution  then operating on the Premises is closed at
the  request  of, or is taken over by, any  depository  institution  supervisory
authority  ("Authority"),  Landlord  may, in either such event,  terminate  this
Lease only with the concurrence of any receiver or liquidator  appointed by such
Authority;  provided, further, that if this Lease is terminated in the foregoing
manner,  the maximum claim of Landlord for rent, damages or indemnity for injury
resulting from the termination, rejection, or abandonment of the unexpired Lease
shall not be greater than the amount of all unpaid Rent which has accrued to the
date of termination.

         22.  PRIORITY.  This  Lease and  Tenant's  rights  under this Lease are
subject and shall  continue to be  subordinate  to the Master  Lease,  a copy of
which Tenant has received. Tenant shall be bound with respect to the Premises as
to all the terms,  covenants  and  conditions  (other  than the payment of rent)
applicable to Landlord  thereunder,  including without limitation the provisions
of  Articles  XI  thereof  pertaining  to  use of the  Premises.  At  Landlord's
election,  this Lease and Tenant's  rights under this Lease shall be subject and
subordinate to any mortgage,  loan secured by a deed of trust,  or other written
security  instrument or agreement  affecting the Premises  (each, a "MORTGAGE");
provided,  however,  that in the event  Landlord  elects  to have this  Lease be
subordinate to any Mortgage,  such  subordination  shall be made pursuant to the
terms of a  subordination,  non-disturbance  and attornment  agreement which (i)
Landlord and Tenant shall in good faith  diligently  endeavor to obtain with the
holder of the  beneficiary's  interest in the Mortgage,  and (ii) shall provide,
among other  things,  that for so long as Tenant has  faithfully,  promptly  and
completely  performed each and every  covenant and obligation  under this Lease,
Tenant's  use,  possession,  and quiet  enjoyment of the  Premises  shall not be
disturbed by the holder of the beneficiary's interest in the Mortgage.

         Landlord  warrants to Tenant  that (a) the Master  Lease  described  in
Section 1(i) has not been  amended or modified,  (b) Landlord is not now, and as
of the  Commencement  Date  will not be,  in  default  or  breach  of any of the
provisions of the Master Lease,  nor has any act or event occurred  which,  with
the  passage  of time or the  giving of notice  or both,  could be a default  by
Landlord,  (c) Landlord has no  knowledge of any claim by Master  Landlord  that
Landlord is in default or breach of any of the  provisions  of the Master Lease,
and (d) all Schedule G  Alterations  (as defined in the Master  Lease) have been
completed in accordance with the terms of the Master

                                       13


<PAGE>


Lease.  Landlord  agrees (a) to maintain the Master Lease during the entire term
hereof and (b) not to modify or  surrender  the Master  Lease  without the prior
written consent of Tenant.

         23. ESTOPPEL CERTIFICATES,

         (a) DELIVERY OF ESTOPPEL. Tenant shall, from time to time, upon written
request  of  Landlord,  execute,  acknowledge  and  deliver to  Landlord  or its
designee a written  statement  certifying  that: (i) this Lease is in full force
and effect and has not been  assigned or amended in any way (or  specifying  the
date and terms of agreement so AFFECTING THIS Lease); (ii) this Lease represents
the  entire  agreement  between  the  parties  as  to  this  leasing;  that  all
obligations  under  this  Lease  to be  performed  by  the  Landlord  have  been
satisfied; or, if not, specifying which obligations remain unsatisfied; (iii) on
this date there are no existing claims, defenses or offsets which the Tenant has
against  the  enforcement  of this Lease by the  Landlord,  or  specifying  what
claims,  defenses  or offsets  exist;;  (iv) no Rent has been paid more than one
month in advance;  and that no security has been deposited with Landlord (or, if
so, the amount  thereof);  and (v) such other items as Landlord shall reasonably
request.  It is  intended  that any such  statement  delivered  pursuant to this
Section may be relied upon by a prospective  purchaser of Landlord's interest or
holder of any mortgage upon Landlord's interest in the Premises.

         (b) FAILURE TO DELIVER ESTOPPEL. If Tenant shall fail to respond twenty
(20)  days of  receipt  by Tenant of a written  request  by  Landlord  as herein
provided,  Tenant  shall be  deemed  to have  given  such  certificate  as above
provided without  modification and shall be deemed to have admitted the accuracy
of any information supplied by Landlord to a prospective  purchaser or mortgagee
and to have  certified  that this Lease is in full force and effect,  that there
are no uncured defaults in Landlord's performance,  that the security deposit is
as stated in the Lease, and that not more than one month's Rent has been paid in
advance.

         24. SURRENDER OF POSSESSION. Subject to the terms of Section 14 (Damage
and Destruction), upon expiration of the term of this Lease, whether by lapse of
time or otherwise,  Tenant shall promptly and peacefully  surrender the Premises
to Landlord  "broomclean"  and in as good  condition as when  received by Tenant
from Landlord or as thereafter improved, reasonable use, wear and tear excepted.
If the Master Landlord requires that any alterations or trade fixtures installed
by Tenant be removed in accordance  with the Master Lease,  Tenant shall, at its
cost,  remove such  alterations  and trade fixtures and repair any damage caused
thereby.  In any event, Tenant may remove all of its personal property and trade
fixtures from the Premises at the expiration of the term and any property not so
removed shall be deemed  abandoned  and may be sold or otherwise  disposed of as
Landlord deems advisable.

         25. NON-WAIVER.  Waiver by Landlord of any term,  covenant or condition
herein  contained  or any breach  thereof  shall not be deemed to be a waiver of
such term, covenant, or condition or of any subsequent breach of the same or any
other term, covenant, or condition herein contained.

         26. HOLDOVER. Tenant shall have no right to holdover.

         27.  LANDLORD'S  LIABILITY.  Anything  in this  Lease  to the  contrary
notwithstanding,  covenants, undertakings and agreements herein made on the part
of Landlord are made and intended not as personal  covenants,  undertakings  and
agreements  for the  purpose of  binding  Landlord  personally  or the assets of
Landlord except Landlord's interest in the

                                       14


<PAGE>


Premises,  but are  made  and  intended  for the  purpose  of  binding  only the
Landlord's  interest  in the  Premises,  as the same  may  from  time to time be
encumbered.

         28.  TRANSFER OF LANDLORD'S  INTEREST.  In the event of any transfer of
Landlord's  interest in the  Premises,  the  transferor  shall be  automatically
relieved  of any and all  obligations  and  liabilities  on the part of Landlord
accruing from and after the date of such transfer and such transferee shall have
no obligation or liability with respect to any matter occurring or arising prior
to the date of such transfer. Tenant agrees to attorn to the transferee.

         29.  RIGHT TO  PERFORM.  If Tenant  shall  fail to pay any sum of money
required  to be paid by it  hereunder  or shall fail to perform any other act on
its part to be performed hereunder, and such failure shall continue for ten (10)
days after notice thereof by Landlord,  Landlord may, but shall not be obligated
so to do, and  without  waiving or  releasing  Tenant  from any  obligations  of
Tenant,  make such payment or perform any such other act on Tenant's  part to be
made or performed as provided in this Lease.

         30. SECURITY MEASURES. Tenant acknowledges (a) that Landlord shall have
no obligation  to provide any security  measures for any portion of the Premises
and (b) that Landlord has made no  representation to Tenant regarding the safety
or the security of the Premises.  If Landlord  provides any security measures at
any time, then Landlord shall not be obligated to provide such security measures
with any particular  standard of care. Tenant assumes all responsibility for the
security and safety of Tenant and each of Tenant's  representatives  and/or each
of their  licensees or invitees.  Tenant  releases  Landlord from all claims for
damage, loss or injury to Tenant, Tenant's  representatives and/or each of their
licensees or invitees and/or to the personal  property of Tenant and/or Tenant's
representatives,  even if such  damage,  loss or injury is caused by or  results
from the criminal or negligent  acts of third  parties.  Landlord  shall have no
duty to warn Tenant of any criminal acts or dangerous  conduct that has occurred
in or near the Premises,  regardless  of Landlord's  knowledge of such crimes or
conduct.

         31. SIGNAGE.  Tenant shall be permitted, at its own cost, to install at
the  Premises  reasonably  appropriate  signs  that  conform  with  any  and all
applicable law and ordinances and the provisions of the Master Lease.

         32. NO RENEWAL OPTION.  Nothing herein shall be construed as permitting
Tenant  hereunder to exercise any extension or renewal  rights,  and in no event
shall  Landlord  be  obligated  to extend the term of the  Master  Lease for any
reason.

         33. REGULATORY CHANGES. If this Lease is assigned to Bridge Bank in the
manner set forth in Section  19(a),  this Lease  shall be amended to comply with
any changes  required,  and which are customary,  by any regulatory agency which
regulates banks or other financial institutions.

         34. RIGHT OF RE-ENTRY.  Except in case of an emergency,  Landlord shall
exercise any right of re-entry  granted to Landlord  herein only if Landlord has
given Tenant at least  twenty-four  hours prior  notice  thereof and only during
Tenant's normal business hours.

         35.  QUIET  ENJOYMENT.  So long as Tenant is not in default  hereunder,
Tenant shall have the right to the quiet and peaceful  enjoyment and  possession
of the  Premises  during  the  term of this  Lease,  subject  to the  terms  and
conditions of this Lease.

                                       15



<PAGE>


         36. GENERAL.

         (a)  HEADINGS.  Titles to Sections of this Lease are not a part of this
Lease and shall have no effect upon the  construction or  interpretation  of any
part hereof.

         (b) HEIRS AND  ASSIGNS.  All of the  covenants,  agreements,  terms and
conditions  contained  in this  Lease  shall  inure to and be  binding  upon the
Landlord  and  Tenant and their  respective  heirs,  executors,  administrators,
successors and assigns.

         (c) AUTHORITY. Each individual executing this Lease on behalf of Tenant
represents and warrants that he or she is duly authorized to execute and deliver
this Lease on behalf of Tenant,  and that this Lease is binding  upon  Tenant in
accordance with its terms.

         (d) NO BROKERS.  Each party  represents and warrants to the other party
that,  other  than BT  Commercial  which  has  been  engaged  by  Tenant  and CB
Commercial,  which has been engaged by Landlord,  it has not engaged any broker,
finder  or other  person  who would be  entitled  to any  commission  or fees in
respect  of the  negotiation,  execution  or  delivery  of this  Lease and shall
indemnify and hold harmless the other party against any loss, cost, liability or
expense  incurred  by the other  party as a result of any claim  asserted by any
such  broker,  finder  or  other  person  on the  basis of any  arrangements  or
agreements made or alleged to have been made by or on behalf of either party.

         (e) ENTIRE AGREEMENT.  This Lease is the final and complete  expression
of Landlord and Tenant relating in any manner to the leasing,  use and occupancy
of the Premises,  to Tenant's use of the Premises and other matters set forth in
this Lease. No prior agreements or understanding pertaining to the same shall be
valid or of any force or effect and the covenants  and  agreements of this Lease
shall not be  altered,  modified  or added to except in  writing  signed by both
Landlord and Tenant.

         (f)  SEVERABILITY.  Any provision of this Lease which shall prove to be
invalid,  void or illegal shall in no way affect, impair or invalidate any other
provision hereof and the remaining  provisions hereof shall nevertheless  remain
in full force and effect.

         (g) FORCE MAJEURE.  Except for the payment of Rent,  Additional Rent or
other  sums  payable  by  Tenant to  Landlord,  time  periods  for  Tenant's  or
Landlord's  performance under any provisions of this Lease shall be extended for
periods of time during which Tenant's or Landlord's performance is prevented due
to strikes, embargoes, acts of God, war or other strife.

         (h)  NOTICES.  All  notices  under this Lease  shall be in writing  and
delivered in person or sent by registered or certified mail, postage prepaid, to
Landlord and to Tenant at the Addresses provided in Section (provided that after
the  Commencement  Date any such notice  shall be mailed or delivered by hand to
Tenant at the  Premises)  and to the holder of any  mortgage or deed of trust at
such place as such  holder  shall  specify to Tenant in  writing;  or such other
addresses as may from time to time be  designated  by any such party in writing.
Notices mailed as aforesaid shall be deemed given on the date of such mailing.

         (i) COSTS AND  ATTORNEYS  FEES.  If Tenant or Landlord  shall bring any
action for any relief against the other,  declaratory or otherwise,  arising out
of this  Lease,  including  any  suit by  Landlord  for the  recovery  of  Rent,
Additional  Rent or other payments  hereunder or possession of the Premises each
party shall, and hereby does, to the extent permitted by law,

                                       16


<PAGE>


waive  trial by jury and the  losing  party  shall  pay the  prevailing  party a
reasonable sum for attorneys fees in such suit, at trial and on appeal, and such
attorneys  fees  shall be deemed to have  accrued  on the  commencement  of such
action.

         (j)  GOVERNING  LAW.  This Lease shall be governed by and  construed in
accordance  with  the  internal  laws of the  state in which  the  Premises  are
situated.

         (k)  RECORDING.  Tenant  shall not record  this  Lease or a  memorandum
hereof without  Landlord's prior written consent and such recordation  shall, at
the option of Landlord, constitute a non-curable default of Tenant hereunder.

         (1)  WAIVERS.  No waiver by Landlord of any  provision  hereof shall be
deemed a waiver of any other  provision  hereof or of any  subsequent  breach by
Tenant of the same or any other provision.  Landlord's consent to or approval of
any act shall not be deemed to render  unnecessary  the  obtaining of Landlord's
consent to or approval of any subsequent  act by Tenant.  The acceptance of rent
hereunder by Landlord shall not be a waiver of any preceding  breach at the time
of acceptance of such rent.

         (m) TIME OF ESSENCE.  Time is of the essence for the performance of all
of the obligations specified hereunder.

         (n) MERGER.  The voluntary or other  surrender of this Lease by Tenant,
or a mutual  cancellation  thereof,  shall not work a merger and  shall,  at the
option of Landlord,  terminate all or any existing  subtenancies  or may, at the
option of Landlord,  operate as an  assignment to Landlord of any or all of such
subtenancies.

         (o) INTEREST.  Late Charge.  Any Rent,  Basic Rent,  Additional Rent or
other sums payable by Tenant to Landlord which shall not be paid within five (5)
days of the due date  thereof  shall  bear  interest  at a rate  equal to twelve
percent (12%) per annum  calculated  from the date of delinquency to the date of
payment. In addition,  in such event, Tenant shall pay to Landlord a late charge
equal to five percent (5%) of the amount so delinquent,  which late charge shall
be liquidated  damages (and not a penalty) to compensate  Landlord for the costs
of handling such delinquency,  the parties agreeing that actual damages would be
inconvenient,  uncertain,  and  difficult to  ascertain.  Such interest and late
charges  shall be deemed  additional  rent due upon forth  demand,  and Landlord
shall have rights with respect to such non-payment as it has with respect to any
other  non-payment  of rent  hereunder.  Any  payments of any kind  returned for
insufficient  finds will be subject to an additional  handling charge of $25.00,
and  thereafter,  Landlord may require Tenant to pay all future payments of rent
or other sums due by money order or cashier's check.



                       (SIGNATURES ARE ON FOLLOWING PAGE)

                                       17


<PAGE>


IN WITNESS WHEREOF this Lease has been executed the day and year first above set
forth.

LANDLORD:                        WASHINGTON MUTUAL BANK, FA



                                 By: /s/ H. ARTHUR WEST
                                 __________________________
                                 Name:  H. Arthur West
                                 Its: Vice President


TENANT:                          /s/ RICHARD BRENNER
                                 __________________________
                                     Richard Brenner


                                 /s/  DAVID CAMPBELL
                                 __________________________
                                      David Campbell


                                 /s/ JULIE CHEN
                                 __________________________
                                     Julie Chen


                                 /s/ ALLAN KRAMER
                                 __________________________
                                     Allan Kramer


                                 /s/ CHARLES LAU
                                 __________________________
                                     Charles Lau


                                 /s/ HOWARD LEE
                                 __________________________
                                     Howard Lee


                                 /s/ DANIEL MYERS
                                 __________________________
                                     Daniel Myers


                                 /s/ WILLIAM SIMON
                                 __________________________
                                     William Simon


                                 /s/ BARRY TURKUS
                                 __________________________
                                     Barry Turkus


                                       18


<PAGE>




                                   EXHIBIT "A"

That real  property  situate in the city of Santa Clara,  County of Santa Clara,
State of California, described as follows:

COMMENCING at an iron pipe in the Southerly  line of the U. S. HIGHWAY No. 101',
also  know as EL  CAMINO  REAL  (100  feet  wide),  in the City of Santa  Clara,
California,  at the Northwesterly corner of that certain parcel of land conveyed
by CLEMENT PALLO SR. and ELIZABETH  PALLO,  his wife, to the FIRST NATIONAL BANK
of San Jose, a national banking association,  by Deed recorded February 24, 1955
in Book 3094 Official  Records,  page 189, id the Santa Clara County  Recorder's
Office, San Jose, California;  thence North 89(degree) 49' 10" West on and along
the said  Southerly  line of EL CAMINO REAL, a distance of 99.00 feet,  to a 3/4
inch iron pipe; thence leaving the said Southerly line of EL CAMINO REAL,. South
0(degree) 10' 50" West a distance of 10.00 feet to a 3/4 inch iron pipe;  thence
on a curve  with a radius of 20.00  feet  deflecting  to the left from a tangent
bearing North 89(degree) 49' 10" West, through a central angle of 90(degree) 00'
00", an arc  distance of 31.42 feet to a 3/4 inch iron pipe set on the  Easterly
line of McCORMICK  DRIVE,  as said Drive was  established in the Deed from P. J.
PASETTA et ux, to City of Santa Clara, a Municipal corporation,  recorded August
15, 1958 in Book 4150 Official  Records,  Page 397, Santa Clara County  Records;
thence South  0(degree) 10' 50" West along said Easterly line of McCORMICK DRIVE
315.00  feet to a 3/4 inch iron  pipe;  thence on a curve with a radius of 20.00
feet deflecting to the left from a tangent bearing South 0(degree) 10' 50" West,
through a central angle of 90(degree) 00' 00", for arc distance of 31.42 feet to
a 3/4 inch iron pipe set on the Northerly line of ANNA DRIVE,  as said Drive was
established  in the Deed to said City of Santa Clara,  above referred to; thence
South 89(degree) 49' 10" East along said Northerly line of ANNA DRIVE 99.00 feet
to a  point  in the  Southerly  prolongation  of the  Westerly  boundary  of the
hereinbefore  mentioned  parcel conveyed to the FIRST NATIONAL BANK of San Jose;
thence  North  0(degree)  10' 50" East on and along said  prolongation  and said
Westerly boundary a distance of 365.00 feet to the point of COMMENCEMENT.

CONTAINING APPROXIMATELY 0.989 acres and being a portion of the Southwest 1/4 of
Section 3, Township 7 South, Range 1 West, M. D.M.

EXCEPTING  THEREFORM all that portion of Premises lying within. the bounds of EL
CAMINO REAL as  described  in the Deed to the City of Santa Clara on-May 4, 1961
in Book 5157 of official  Records,  Page 518 of Santa Clara  County  Records and
described as follows:


<PAGE>


                              EXHIBIT "A" CONTINUED


BEGINNING at the northwest corner of that certain parcel of land conveyed to the
FIRST  NATIONAL  BANK OF SAN JOSE by Deed  filed for record in the Office of the
County  Recorder said County in Book 3094 Official  Records at Page 189 therein,
which  corner  lies in the  Southerly  line of EL CAMINO REAL (100 feet wide) as
shown on that  certain  Record of Survey  filed for record in the office of said
County  Recorder in Book 95 of Maps at Page 34 therein;  thence N 89(degree) 49'
10" W, 99.00  feet  following  the laid  Southerly  line of EL CAMINO  REAL to a
Northeasterly  corner of that certain  3.371 acre tract of land conveyed to said
City of Santa  Clara by Deed  filed  for  record in the  office  of said  county
Recorder  in Book 4150  Official  Records at Pages 397 and 398  therein;  thence
following an easterly  line of said 3.371 acre tract of land S 0(degree) 10' 50"
W, to the' point of  intersection  thereof  with a' line drawn  parallel  to and
distant  Southerly 60 feet measured at right angles from the center line of said
EL CAMINO  REAL;  thence S  89(degree)  49' 10" E,  99.00  feet  following  said
parallel line to a point in the West line of said Parcel of land conveyed to the
FIRST NATIONAL BANK OF SAN JOSE; thence N 0(degree) 10' 50" E, 10 feet following
said West line to the POINT OF BEGINNING and containing 990 square feet of land.


<PAGE>


                                    EXHIBIT B

                              WORKLETTER AGREEMENT



     All  capitalized  terms  herein that are defined in the Lease to which this
Exhibit is attached shall have the meanings  provided for them in the Lease. The
term "Tenant's Work" shall mean any work performed by Tenant,  whether  Tenant's
work with  respect to Initial  Tenant's  Improvements,  if  applicable,  or work
subsequent thereto.

SECTION I    DELIVERY OF PREMISES BY LANDLORD

1. Except as otherwise  specifically  set forth in the Lease,  Tenant shall take
the  Premises in the  presently  existing "AS IS"  condition  and all work to be
performed at the Premises shall be performed by Tenant at Tenant's sole cost and
expense.

2. Landlord does not warrant any information Landlord may have furnished or will
furnish Tenant regarding the Premises.  It shall be Tenant's  responsibility  to
verify existing field conditions and measurements of the Premises,  prior to the
Commencement  Date.  Tenant's  failure to verify  the  existing  conditions  and
measurements  of the  Premises  shall  not  relieve  Tenant of any  expenses  or
responsibilities  resulting  from  such  failure,  nor shall  Landlord  have any
liability or obligations to Tenant arising from such failure.

SECTION II   TENANT'S WORK

1. Tenant shall perform  Tenant's Work in  accordance  with all laws,  rules and
ordinances ("Laws") applicable to the Premises,  including,  without limitation,
the building codes of the  jurisdiction in which the Premises is located and all
requirements of the American With Disabilities Act.

2.  Tenant's  Work and,  except to the extent as may be  specifically  otherwise
provided in the Lease, all subsequent work in the Premises which Tenant may wish
to perform, shall be subject to the advance written approval by Landlord,  which
approval shall not be unreasonably withheld, conditioned or delayed.

3. Tenant  shall,  prior to  commencement  of Tenant's Work and at Tenant's sole
cost and expense,  obtain all required  building and other permits and post said
permits at the Premises as required.

4. The loads imposed by Tenant's Work  (including dead and live loads) shall not
exceed the  allowable  load  capacity  of the  existing  structural  systems and
components thereof.  Tenant shall ensure at its sole cost that all floors in the
Premises remain level at all times.

5. Tenant shall use only new or like-new materials for Tenant's Work,  including
improvements,  equipment, trade fixtures and all other fixtures. Notwithstanding
the

                               EXHIBIT B - Page 1


<PAGE>


foregoing,  Tenant  may reuse  portions  of  existing  improvements  subject  to
Landlord's  prior  written  approval,  which  approval  not  to be  unreasonably
withheld, conditioned or delayed, provided that said approval shall in no manner
relieve  Tenant from the  requirement  that Tenant's Work comply with this Lease
and all applicable laws.  Landlord makes no warranty or representation as to the
condition or suitability of existing improvements reused by Tenant.

6. Tenant shall make no marks or penetrations  into the roof, upper floor decks,
exterior  walls,  or floors,  unless  approved by  Landlord  in  advance,  which
approval shall not be unreasonably withheld, conditioned or delayed.

7. If any  Tenant's  Work being  performed  by Tenant to  connect to  Landlord's
utilities  requires  access  through  space  occupied  by any  other  tenant  or
otherwise  will affect any other tenant and Landlord has approved  such Tenant's
Work,  Tenant shall be responsible  for  coordinating  such Work with such other
tenant,  restoring said tenant's  premises to its original  condition  following
such  Work,  repairing  any  damages  to said  tenant's  personal  property  and
compensating  said other  tenant  for any costs or  expenses  incurred  by it on
account of such Work.

8. Tenant shall retain  Landlord's  identification  signs or, at Tenant's  cost,
provide new signs for Landlord's  utilities,  valves,  and other such devices in
the Premises.

9. Landlord may, at its election,  require  testing as to the affect of Tenant's
Work on the structural  components of the building (the  "Building")  and/or the
Premises  and major  Building  systems  (i.e.,  fire/life  safety  issues,  code
compliance,  and plumbing and electrical  systems),  and Tenant shall  cooperate
with any reasonable testing procedure.

10. No approval  from Landlord with respect to any aspect of Tenant's Work shall
be valid  unless in  writing  and  signed  by an  authorized  representative  of
Landlord.

11. Tenant  acknowledges  that the Lease  Commencement Date shall not be delayed
due solely to the fact that Tenant's  Work has not been  completed by such dates
or due solely to the fact that Tenant is not open for business as of such dates.

SECTION III  PROCEDURES AND SCHEDULES FOR THE
             COMPLETION OF PLANS AND SPECIFICATIONS

1.  Tenant  shall  submit to  Landlord  such  information  on  Tenant's  planned
electrical and mechanical usages at the Premises as may be reasonably  requested
by Landlord (herein referred to as "Plans"). Tenant shall accurately indicate on
the Plans any existing equipment or conditions that Tenant proposes to reuse.

2. Tenant shall submit its Plans to Landlord prior to  commencement of any work.
The Plans shall  include  interior  floor plans,  mechanical  plans,  electrical
plans, plumbing plans, and signage design, size and location. Landlord shall use
reasonable   efforts  to  send  notification  to  Tenant  that  it  approves  or
disapproves the Plans within ten (10)


                               EXHIBIT B - Page 2


<PAGE>


business days after receipt thereof (Landlord's  approval not to be unreasonably
withheld),  If Landlord  disapproves,  Tenant  shall  within ten (10) days after
receipt of  Landlord's  disapproval,  send  Landlord  revised  Plans  addressing
Landlord's  comments.  This  procedure  shall be  repeated  until  Landlord  has
approved the Plans.

3. The  approval  by  Landlord  or  Landlord's  agent  of the  Plans  shall  not
constitute  an  implication,  representation  or  certification  by  Landlord or
Landlord's  agent  that the  Plans are  accurate,  sufficient,  efficient  or in
compliance  with  insurance  and  indemnity   requirements,   or  any  Laws  the
responsibility for which belongs solely to Tenant.

SECTION IV   PERMITS AND APPROVALS

         Tenant, at Tenant's cost, shall apply for, seek and obtain all permits,
licenses  and  approvals  required  for  applicable  governmental  entities  for
construction of Tenant's Work. Copies of all such permits and approvals shall be
submitted to Landlord before any construction  work for Tenant's Work commences.
Tenant's Work shall comply in all respects with the following:  (i) the Code and
other state,  federal, city or  quasi-governmental  laws, codes,  ORDINANCES AND
regulations,  as each may apply  according  to the  rulings  of the  controlling
public  official,  agent or  other  person;  (ii)  applicable  standards  of the
American   Insurance   Association   (formerly,   the  National  Board  of  Fire
Underwriters)  and the National  Electrical  Code;  and (iii)  Project  material
manufacturer's specifications.

SECTION V    CONSTRUCTION

1. Tenant hereby appoints  ("Tenant's  Representative") to act on its behalf and
represent its interests with respect to all matters  requiring Tenant actions in
this  Agreement.  All matters  requiring  the  consent,  authorization  or other
actions by Tenant with respect to matters set forth in this  Agreement  shall be
in writing and signed by the Tenant's Representative. No consent, authorization,
or other  action  by  Tenant  with  respect  to the  matters  set  forth in this
Agreement  shall  bind  Tenant  unless in  writing  and  signed by the  Tenant's
Representative.  Landlord hereby appoints to act on its behalf and represent its
interests  with  respect  to all  matters  requiring  Landlord  action  in  this
Agreement  ("Landlord's  Representative").  All matters  requiring  the consent,
authorization  or other actions by Landlord with respect to matters set forth in
this Agreement shall be in writing and signed by the Landlord's  Representative.
No  consent,  authorization,  or other  action by Landlord  with  respect to the
matters set forth in this  Agreement  shall bind Landlord  unless in writing and
signed by the Landlord's Representative.

2. Prior to  commencement  of Tenant's  Work at the Premises,  Tenant shall,  in
addition  to  complying  with all other  terms and  conditions  herein,  furnish
Landlord the following:

     a. Evidence of insurance  evidencing  the insurance  required of Tenant and
Tenant's general contractors as provided in this Exhibit.


                               EXHIBIT B - Page 3


<PAGE>


     b. A copy of the building permit(s), license(s) and approvals.

3. Tenant shall  coordinate  Tenant's Work with other  construction  work at the
Building, if any.

4. Prior to the commencement of  construction,  Landlord shall have the right to
post,   in  a   conspicuous   location,   on   the   Premises,   a   notice   of
non-responsibility.

5. Tenant shall place all trash in trash  containers  at a pick-up area or areas
designated  by Landlord.  Tenant shall  furnish its own trash  containers at its
cost unless  Landlord  elects to furnish the  containers.  Tenant shall  provide
trash  removal  service  at  Tenant's  own cost from the  pick-up  areas  unless
Landlord  elects to provide the trash removal  service.  Tenant shall not permit
trash to accumulate within the Premises or in the Common Areas or exterior areas
of the  Building.  Tenant  shall be  solely  responsible  for  removal  from the
Premises and legal disposal of any containers  considered as hazardous  waste by
applicable  law and  Tenant  shall  take all  precautions  to  assure  that such
containers are not placed in Landlord's disposal containers.

6. All  Tenant's  Work  shall be  performed  so as to cause the  least  possible
interference with Landlord's  existing  business  operations in the Building and
other tenants of the Building, if applicable,  and Landlord shall have the right
to impose reasonable  requirements with respect to timing and performance of the
Work in order to minimize such  interference.  Tenant's Work causing noise, odor
or vibration at the Premises  (e.g.,  concrete  cutting) shall be performed only
during hours as directed by Landlord.

7. Construction  equipment and materials are to be located in confined areas and
truck traffic is to be routed to and from the site as directed by Landlord so as
not to burden the  construction or operation of the Building.  All Work shall be
confined to the Premises.

8. Tenant shall cause its general  contractor and all subcontractors to maintain
during the construction period the following  insurance:  (i) commercial general
liability insurance, with limits of not less than $2,000,000 per occurrence (the
portion of such coverage over  $1,000,000  may be provided  under an umbrella or
excess  liability  policy),  for  personal  injury,  bodily  injury  or death or
property damage or destruction,  arising out of or relating to the  contractor's
work at or in connection with the Premises and completed  operations for one (1)
year  following job  completion and shall provide for a waiver of subrogation by
the insurance company; (ii) worker's compensation insurance with respect to each
contractor's workers at the site or involved in the Tenant's Work, in the amount
required by statute;  (iii) employer's  liability  insurance in the amount of at
least  $1,000,000  per  accident  and at  least  $1,000,000  for  disease,  each
employee; (iv) comprehensive  automobile liability insurance covering all owned,
hired or non-owned vehicles,  including the loading and unloading thereof,  with
limits of not less than  $2,000,000 per occurrence (the portion of such coverage
over $1,000,000 may be proved under an umbrella or excess liability policy); and
(v) builder's risk property insurance


                               EXHIBIT B - Page 4


<PAGE>


upon the  entire  Tenant's  Work to the full  replacement  cost  value  thereof.
Landlord,  Landlord's  managing  agent,  and other such parties as designated by
Landlord, shall be additional insureds under the insurance required under clause
(i) of this paragraph,  naming owner/Landlord,  tenant, general contractor,  and
all  subcontractors.  All  insurance  required  hereunder  shall be  provided by
responsible  insurers rated at least "A" and "VIII" in the then current  edition
of Best's Key Rating Insurance Guide and shall be licensed in the State in which
the  Building is located.  Tenant shall  provide,  or cause its  contractors  to
provide,  evidence of such insurance  prior to any Tenant's Work being performed
at the Premises.  Such evidence shall state that the coverage may not be changed
or  cancelled  without  at least  thirty  (30)  day's  prior  written  notice to
Landlord.  Certificates for all insurance carried pursuant to this section shall
be delivered to Landlord  before the  commencement  of any of Tenant's  Work and
before any  equipment is moved onto or adjacent to the Premises for the purposes
of such Tenant's Work.

9. Upon substantial completion of Tenant Improvements,  as evidenced by a tenant
certificate  of  occupancy  or a  temporary  certificate  of  occupancy  for the
Premises,  Tenant shall notify Landlord. Tenant shall furnish Landlord a copy of
a certificate of occupancy for the Premises before Tenant opens for business.

10. Costs of all Tenant Work shall be paid promptly by Tenant,  and Tenant shall
have no  authority  to cause  liens or other  encumbrances  to  attach as to the
Premises.  Tenant shall reimburse  Landlord for the reasonable fees and expenses
payable by Landlord in connection  with  Landlord's  approvals  and  inspections
hereunder.  Prior to Tenant's  opening for  business,  Tenant  shall  deliver to
Landlord mechanic's lien releases or other evidence  reasonably  satisfactory to
Landlord that no liens have been filed in connection  with the Tenant's Work and
that no liens can reasonably be expected to be filed.

11.  Landlord  shall  have the right to inspect  the  Tenant  Work at all times,
provided however, that Landlord's failure to inspect the Tenant Work shall in no
event  constitute  a waiver  of any of  Landlord's  rights  hereunder  nor shall
Landlord's inspection of the Tenant's Work constitute Landlord's approval of the
same. In addition, if the laws, ordinances,  rules, regulations or orders of any
public  authority  having  jurisdiction  require any of the Tenant's  work to be
inspected,  tested or approved,  Tenant shall give Landlord timely notice of its
readiness  and of the date  arranged in order that  Landlord  may  observe  such
inspection,  testing  or  approval.  Tenant  shall  reimburse  Landlord  for the
reasonable fees and expenses payable by Landlord's inspection hereunder.  Should
Landlord  disapprove  any portion of the Tenant's  Work,  Landlord  shall notify
Tenant in writing of such  disapproval and shall specify the items  disapproved.
Any defects or deviations  in, and/or  disapproved  by Landlord of, the Tenant's
Work shall be rectified by Tenant at no expense to Landlord,  provided  however,
that in the  event  Landlord  determines  that a defect or  deviation  exists or
disapproves  of any matter in  connection  with any portion of the Tenant's Work
and such  defect,  deviation or matter might  adversely  affect the  mechanical,
electrical,  plumbing, heating,  ventilating and air conditioning or life-safety
systems of the Project,  the structure or exterior  appearance of the Project or
any other tenant's use of such other  tenant's  leased  premises,  Landlord may,
take such action as Landlord deems  necessary,  at Tenant's  expense and without
incurring any liability on


                               EXHIBIT B - Page 5


<PAGE>


Landlord's part, to correct any such defect, deviation and/or matter, including,
without limitation,  causing the cessation of performance of the construction of
the  Tenant's  Work until such time as the defect,  deviation  and/or  matter is
corrected to Landlord's satisfaction.

12.  Tenant's  indemnity  of Landlord as set forth in the Lease shall also apply
with respect to any and all costs,  losses,  damages,  injuries and  liabilities
related in any way to any act or omission of Tenant or Tenant's Agent, or anyone
directly or indirectly  employed by any of them, or in connection  with Tenant's
non-payment  of any amount  arising out of the  Tenant's  Work  and/or  Tenant's
disapproval of all or any portion of any request for payment.  Such indemnity by
Tenant, as set forth in this Lease, shall also apply with respect to any and all
costs,  losses,  damages,  injuries  and  liabilities  related  in  any  way  to
Landlord's  performance  of any  ministerial  acts  reasonably  necessary (i) to
permit  Tenant to complete the Tenant Work,  and (ii) to enable Tenant to obtain
any permit or certificate of occupancy for the Premises.

13. Unless  otherwise  indicated,  all  references  herein to a "number of days"
shall mean and refer to calendar days. If any item requiring  approval is timely
disapproved  by Landlord,  the  procedure  for  preparation  of the document and
approval thereof shall be repeated until the document is approved by Landlord.

14. Notwithstanding any provision to the contrary contained in this Lease, if an
event of default as described in the Lease or this Agreement has occurred at any
time on or before the  substantial  completion of the  Premises,  then all other
obligations  of  Landlord  under the terms of this  Agreement  shall be forgiven
until such time as such default is cured pursuant to the terms of this Lease (in
which  case,  Tenant  shall be  responsible  for any  delay  in the  substantial
completion of the Premises caused by such inaction by Landlord).

15. Landlord shall have no responsibility  for the Tenant's Work and Tenant will
remedy,  at Tenant's own expense,  and be responsible for any and all defects in
the  Tenant's  Work  that may  appear  during or after  the  completion  thereof
whether,  the same shall affect the Tenant's  Work in  particular or any part of
the Premises in general.  Tenant shall  indemnify,  hold  harmless and reimburse
Landlord for any costs or expenses  incurred by Landlord by reason of any defect
in any portion of the Tenant's Work constructed by Tenant or Tenant's contractor
or subcontractors,  or by reason of inadequate  cleanup following  completion of
the Tenant's Work.

16. All of Tenant's contractors, subcontractors,  employees, servants and agents
must work in harmony  with and shall not  interfere  with any labor  employed by
Landlord,  or Landlord's  contractors or by any other tenant or its  contractors
with respect to any portion of the  Project.  Nothing in this  Agreement  shall,
however, require Tenant to use union labor.

17.  Any  work to be  performed  in  areas  adjacent  to the  Premises  shall be
performed only after  obtaining  Landlord's  express written  permission,  which
shall not be


                               EXHIBIT B - Page 6


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unreasonably  withheld,  conditioned  or  delayed,  and shall be done only if an
agent or employee of Landlord is present; Tenant will reimburse Landlord for the
expense of any such employee or agent.

18.  Tenant  agrees  to be  entirely  responsible  for  the  maintenance  or the
balancing of any heating,  ventilating or air  conditioning  system installed by
Tenant and/or maintenance of the electrical or plumbing work installed by Tenant
and/or for maintenance of lighting fixtures,  partitions, doors, hardware or any
other installations made by Tenant.

19.  Landlord  will not check  Tenant  drawings for  building  code  compliance.
Approval of the Construction  Drawings by Landlord is not a representation  that
the drawings are in compliance with the  requirements of governing  authorities,
and it shall be Tenant's  responsibility  to meet and comply  with all  federal,
state, and local code requirements.  Approval of the Construction  Drawings does
not  constitute  assumption of  responsibility  by Landlord or its architect for
their  accuracy,   sufficiency  or  efficiency,   and  Tenant  shall  be  solely
responsible for such matters.

                               EXHIBIT B - Page 7