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                                                                   EXHIBIT 10.20

                               INDEX TO THE LEASE

PARAGRAPH

         LEASE SUMMARY

1.       PREMISES

         1.1      Lease of Premises
         1.2      Rentable Area

2.       TERM

         2.1      Effective Date
         2.2      Term
         2.3      Commencement Date
         2.4      Delivery of Premises
         2.5      Notice of Commencement Date
         2.6      Option to Extend

3.       RENT

         3.1      Payment of Rental
         3.2      Other Assessments
         3.3      Special Charges for Special Services
         3.4      Definition of Rent
         3.5      Late Charge and Interest
         3.6      Acceleration of Rental Payments
         3.7      Disputes as to Payment of Rent
         3.8      Rental Abatement

4.       ADJUSTMENTS TO RENT

         4.1      Operating Expense Adjustment
         4.2      Procedures for Payment of Operating Expense Adjustment
         4.3      Defined Terms
         4.4      Review of Operating Expenses

5.       SECURITY DEPOSIT

6.       USE

         6.1      Exclusive Use
         6.2      Restriction on Use
         6.3      Compliance by Other Tenants
         6.4      Hazardous Material

7.       ALTERATIONS AND IMPROVEMENTS

         7.1      Tenant's Right to Make Alterations
         7.2      Installation of Alterations
         7.3      Tenant Improvements
         7.4      Tenant's Extra Improvements

8.       TENANT'S REPAIRS

9.       NO LIENS

10.      LANDLORD'S REPAIRS

         10.1     Scope of Landlord's Repairs
         10.2     Landlord's Right to Entry to Make Repairs

11.      BUILDING SERVICES

         11.1     Standard Building Services
         11.2     Additional Services

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         11.3     Landlord's Right to Cease Providing Services

12.      ASSIGNMENT AND SUBLETTING

         12.1     Right to Assign or Sublease
         12.2     Procedure for Assignment or Sublease
         12.3     Conditions Regarding Consent to Sublease and Assignment
         12.4     Affiliated Companies/Restructuring of Business Organization
         12.5     Landlord's Right to Assign

13.      REPRESENTATION AND WARRANTIES

14.      INDEMNIFICATION; INSURANCE

         14.1     Indemnification
         14.2     Insurance
         14.3     Assumption of Risk
         14.4     Allocation of Insurance Risks/Subrogation

15.      DAMAGE OR DESTRUCTION

         15.1     Loss Covered By Insurance
         15.2     Loss Not Covered By Insurance
         15.3     Loss Caused By Tenant or Tenant's Employees
         15.4     Destruction During Final Year
         15.5     Destruction of Tenant's Personal Property, Tenant Improvements
                  or Tenant's Extra Improvements
         15.6     Exclusive Remedy

16.      EMINENT DOMAIN

         16.1     Permanent Taking -- When Lease Can Be Terminated
         16.2     Permanent Taking -- When Lease Cannot Be Terminated
         16.3     Temporary Taking
         16.4     Exclusive Remedy
         16.5     Release Upon Termination

17.      DEFAULTS

         17.1     Default by Tenant
         17.2     Default by Landlord

18.      LANDLORD'S REMEDIES AND RIGHTS

         18.1     Termination of Lease
         18.2     Right Not to Terminate
         18.3     Right of Re-Entry
         18.4     Waiver of Redemption
         18.5     Right to Perform
         18.6     Remedies Not Exclusive

19.      ATTORNEY'S FEES

20.      SUBORDINATION

         20.1     Obligations of Tenant
         20.2     Attornment by Tenant
         20.3     Attorney-In-Fact

21.      RULES AND REGULATION

22.      HOLDING OVER

         22.1     Surrender of Possession
         22.2     Payment of Money after Termination

23.      INSPECTIONS AND ACCESS

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24.      NAME OF BUILDING AND PROJECT

25.      SURRENDER OF LEASE

26.      WAIVER

27.      SALE BY LANDLORD

28.      NO LIGHT AND AIR EASEMENT

29.      FORCE MAJEURE

30.      ESTOPPEL CERTIFICATES

31.      PARKING FACILITIES

32.      SECURITY SERVICE

         32.1     Landlord's Right to Furnish Security Systems
         32.2     Tenant's Right to Install Security System

33.      NOTICES

34.      OPTION AND RIGHT OF FIRST REFUSAL TO PURCHASE

         34.1     Option to Purchase
         34.2     Exercise of Option
         34.3     Purchase Price
         34.4     Mortgage Liens
         34.5     Right of First Refusal to Purchase
         34.6     Exercise of Purchase Right
         34.7     Delivery of Building
         34.8     Recordation
         34.9     Termination of Rights

35.      RIGHT OF FIRST REFUSAL TO LEASE

         35.1     Right of First Refusal
         35.2     Exercise of Right
         35.3     Delivery of Expansion Space and/or Expansion Floor
         35.4     Rent
         35.5     Amendment of Lease

36.      RIGHT TO TERMINATE LEASE

         36.1     Termination Right
         36.2     Exercise of Right
         36.3     Payment
         36.4     Termination of Right

37.      CLEANING

38.      MISCELLANEOUS

         38.1     Authorization to Sign Lease
         38.2     Entire Agreement
         38.3     Severability
         38.4     Covenants and Conditions
         38.5     Gender and Headings
         38.6     Successors and Assigns
         38.7     Governing Law
         38.8     Exhibits
         38.9     Modification for Lender
         38.10    Transportation System Management Program

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         38.11             Quiet Enjoyment
         38.12             No Recordation
         38.13             Time is of the Essence
         38.14             Cumulative Remedies
         38.15             Nondiscrimination and Nonsegregation
         38.16             Survival
         38.17             Confidentiality
         38.18             Broker and Commission

EXHIBITS

         Exhibit A         -        Building and Project
         Exhibit B         -        Premises
         Exhibit C         -        Rules and Regulations
         Exhibit D         -        Estoppel Certificate
         Exhibit E         -        Notice of Lease Term Dates
         Exhibit F         -        Landlords Work
         Exhibit G         -        Signage

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         This LEASE AGREEMENT (the "Lease"), dated this 4th day of September
2003, is made and entered into by and between Joseph J. Cho, an individual
("Landlord"), and Nara Bank, a National Association ("Tenant").

                                  LEASE SUMMARY

1.       Project Address: 1709 S. Nogales Street, Rowland Heights, California,

2.       Premises: approximately 3,701.9 gross rentable square feet of space on
         the ground floor of a new building to be constructed at the southwest
         corner of Nogales Road and Colima road, Rowland Heights, California, as
         marked on Exhibit "B." The Premises are a part of a building (the
         "Building"), as shown on Exhibit "A."

         Gross Rentable Area of the Premises: Approximately 3,701.9 square feet.
         Gross Rentable Area of the Building: Approximately 12,343.5 square
         feet.

3.       Rental: Twelve Thousand and Thirty One Dollars and Eighteen Cents
         ($12,031.18), which equates to Three Dollars and Twenty Five Cents per
         square foot ($3.25/s.f.) per month for the first 24 months of the
         initial Term; Twelve Thousand Five Hundred and Twelve Dollars and Forty
         Three Cents ($12,512.43) per month commencing on the twenty fifth
         (25th) month and continuing up to and including the thirty sixth (36th)
         month of the Initial Term; Twelve Thousand Seven Hundred and Sixty Two
         Dollars and Sixty Eight Cents ($12,762.68) commencing on the thirty
         seventh (37th) month and continuing up to and including the forty
         eighth (48th) month of the initial Term; and Thirteen Thousand and
         Seventeen Dollars and Ninety Three Cents ($13,017.93) per month
         commencing on the forty ninth (49th) month and continuing up to and
         including the sixtieth (60th) month of the Initial Term subject to
         Paragraph 4.1 below.

         Upon Tenant's exercise of its option to extend the term of the Lease
         under the provisions of Paragraph 2.6 of the Lease and commencing on
         the first month immediately following the expiration of the Initial
         Term of the Lease, the Rental shall be increased by two percent (2%)
         per year each year for the duration of the Extended Term. In the event
         Tenant exercises it option to extend the Term of the Lease pursuant to
         Paragraph 2.6 of the Lease, Rental for each option term shall be the
         then current fair market rent for similar Premises in a similar
         building in the Rowland Heights Area (the "Fair Market Rent"), but in
         no event less than the amount being paid by Tenant as Rental for the
         month immediately preceding the commencement of such option term and in
         no event more than one hundred and five percent (105%) of the amount
         being paid by Tenant as Rental for the month immediately preceding the
         commencement of such option term.

         If Landlord and Tenant are unable to agree on the Fair Market Rent for
         the Premises upon the exercise of the option to extend the Term by
         Tenant, Landlord and Tenant shall each appoint an appraiser to
         determine the Fair Market Rent of the Premises. If the appraisers of
         Landlord and Tenant are unable to agree on what constitutes Fair Market
         Rent, then Landlord and Tenant shall select and appoint an independent
         third appraiser to determine the Fair Market Rent of the Premises and
         the determination of such third independent appraiser shall be final
         and binding upon the parties, but in no event shall the Fair Market
         Rent be less than the amount being paid by Tenant as Rental for the
         month immediately preceding the commencement of such option term and in
         no event more than one hundred and five percent (105%) of the amount
         being paid by Tenant as Rental for the month immediately preceding the
         commencement of such option term. Each party will be responsible for
         paying the cost and expense of their appraisal and in the event a third
         independent appraiser is selected, the parties will share, equally, in
         the cost and expense of associated with the third independent
         appraiser.

4.       Tenant's Pro Rata Share of the Building: thirty percent (30%).

5.       Estimated Commencement Date: December 1, 2003 or as soon as the
         construction is completed, but no later than the last day of February,
         2004. Tenant is a construction lender and is familiar with the
         construction schedule. Tenant shall be entitled to unilaterally
         terminate the Lease if Tenant is not given possession of the Premises
         on or before the end of February 2004. The construction will be deemed
         completed when Landlord obtains a certificate of occupancy for the

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         Premises or when Tenant is allowed access to the Premises for the
         construction of its tenant improvement work. Landlord will deliver the
         Premises in a new "vanilla shell" condition and otherwise in accordance
         with Landlord's work described on Exhibit "F" attached
         hereto and incorporated herein by this reference. All electrical,
         plumbing and other systems shall be new and sufficient to support the
         Premises. Tenant has been shown the approved plan, indicating the
         extent of Landlord's work. Tenant, within thirty (30) days following
         its possession of the Premises, shall provide a written notice to
         Landlord, describing, in detail, any and all alleged defects. If no
         written notice is timely given, Tenant shall be deemed to have been
         satisfied with, and accepted, the Premises. If a written notice is
         given, Landlord will use his best efforts to correct those undisputed
         defects within a reasonable time period. For those disputed defects,
         which are determined to be the responsibility of Landlord, Landlord
         will use his best efforts to correct them

6.       Initial Term: Five (5) years.
         Extended Term: Two (2) additional periods of Five (5) years each.

7.       Security Deposit: No security deposit.

8.       Broker(s): BankSite is acting as the exclusive agent for the Tenant.
         Brokerage commission is to be paid by Landlord in the amount of three
         percent (3%) of the scheduled based rent for the first five years of
         the initial lease term. One half of the commission is to be paid upon
         satisfaction of the contingencies, set forth hereinbelow, following the
         mutual execution of the lease, the remaining balance of the commission
         will be paid upon the Landlord's receipt of the first month rent.

9.       Use of Premises: General offices, including, without limitation,
         banking services and marketing of any other financial services or
         investment products, including insurance products.

10.      Address for Payments and Notices:

         Landlord:                               Tenant:

         Joseph Cho                              Nara Bank
         c/o Steven C. Kim & Assoc.              Attn: Ms. Myung Hee Hyun
         3731 Wilshire Blvd., Suite 910          3701 Wilshire Blvd., Suite 220
         Los Angeles, California 90010           Los Angeles, California 90010

11.      Parking Spaces: The parking lot is for use by all tenants of the
         Building on a non-exclusive basis. However, four (4) parking spaces in
         front of the Premises shall be designated exclusive for Tenant's
         customers, and three (3) parking spaces close to the front of the
         entrance to the Premises from the parking lot, shall be designated as
         thirty (30)-minute parking only, exclusive for the Tenant's customers.
         Landlord shall not be responsible for the enforcement of the exclusive
         parking.

12.      Signage: Tenant, at its sole expense, shall have the right to place its
         signs for the Premises and be permitted to erect signage in accordance
         with Landlord's sign criteria, which has already been provided to
         Tenant, a copy of which is attached hereto, and in compliance with the
         law. In addition, Tenant, with the consent of Landlord shall have the
         right to place a sign for any approved monument or pylon signs, if such
         monument or pylon signs are legally allowed. Tenant shall be entitled
         to place its signs on three designated spaces, as outlined in the sign
         criteria Exhibit G, subject to approval by the county.

13.      Contingencies: Tenant shall also be entitled to unilaterally terminate
         the Lease, in its sole and absolute discretion, with or without cause,
         on or before, September 30, 2003.

14.      Tenant Improvement: Landlord shall deliver the Premises in a new
         "vanilla shell" condition and otherwise in accordance with the
         Landlord's Work described on Exhibit "F" attached hereto and
         incorporated herein by this reference. All electrical, plumbing, and
         other systems shall be new and sufficient to support the Premises
         space. Tenant, at its sole option, may install teller

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         counters, a vault, a night depository and up to three through-the-wall
         ATMS in the Premises. Landlord grants Tenant a one-time improvement
         work allowance in the amount of six thousand five hundred dollars
         ($6,500), which amount shall be deducted by Tenant from the first
         month's rent. Upon the termination of the tenancy, the tenant
         improvement, with the exception of the teller counters, vault, night
         depository and ATMS, shall become Landlord's property. However,
         Landlord, at his sole option, may require Tenant to remove the
         improvements and restore the Premises to its original condition at
         Tenant's sole costs and expenses. Should Tenant install a vault, it
         will be Tenant's sole option whether to remove the vault. However, if
         Landlord desires to remove the vault, the cost of removal shall be
         Tenant's responsibility.

15.      Landlord and Tenant agree: [i] that Tenant is a national bank; [ii]
         that, notwithstanding any of the other provisions of the Lease, Tenant
         cannot cease to operate its business on the Premises for more than
         three (3) consecutive days; and [iii] that Landlord shall take all
         reasonable steps necessary to assure that Tenant is able to be open for
         business in compliance with such requirement.

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1.       PREMISES.

         1.1      Lease of Premises. Landlord leases to Tenant, and Tenant
leases from Landlord, the premises referred to in Section 2 of the Lease Summary
("Premises") consisting of the office space as marked on Exhibit "B", attached
hereto and incorporated herein, located in the commercial building referred to
in Section 2 of the Lease Summary ("Building") and shown on Exhibit "A" attached
hereto and incorporated herein. The building is situated on that certain legal
parcel of real property located in the City of Rowland Heights, L.A. County,
California, as more fully described on Exhibit "B" ("Land"). The Land, the
Building and any other buildings located on the Land are all a part of the
commercial project ("Project") as illustrated on Exhibit "B".

         1.2      Rentable Area. The Rentable Area of the Premises and the
Rentable Area of the Building are as specified in Section 2 of the Lease
Summary. All Rentable Area measurements in this Lease shall be made in
accordance with the American National Standard Institute Publication ANSI
265.1-1980, commonly known as the "BOMA standards."

2.       TERM.

         2.1      Effective Date. The Lease will become effective upon execution
by Landlord and Tenant and delivery to Landlord.

         2.2      Term. The term of the Lease shall be for the number of months
specified in Section 6 of the Lease Summary ("Term") beginning on the
Commencement Date (as defined in Paragraph 2.3 below).

         2.3      Commencement Date. The Term shall commence on: (a) the first
day of December 2003, or (b) if the construction of the Building is not
completed, on the date that Landlord turns over possession of the Premises to
Tenant ("Commencement Date"), but in no event later than the last day of
February 2004, subject to the requirements of Section 5 of the Lease Summary
hereinabove. Tenant may enter the Premises prior to the Commencement Date
without payment of any rental for the sole purpose of providing access to
Tenant's suppliers of telephone and computer equipment and the installers
thereof, provided that such access does not hinder or delay work to be performed
by employees or independent contractors of Landlord. Unless Landlord has [i]
engaged in willful misconduct or [ii] been negligent, Tenant hereby agrees to
indemnify and hold harmless Landlord, its directors, officers, agents and
employees from and against any and all liability, expense or damage of any kind
or nature and from any suits, claims or demands, including reasonable attorneys'
fees and expenses, on account of any matter or thing or action or failure to act
by Landlord, whether in suit or not, incurred by Landlord and arising out of,
connected with or incidental to, such access.

         2.4      Delivery of Premises. The Premises will be delivered to Tenant
when Landlord obtains a certificate of occupancy for the Premises. Tenant
understands and agrees that the Commencement Date can be significantly delayed
and that such delay shall not affect the validity of this Lease, except as
provided herein above and in Section 5 of the Lease Summary.

         2.5      Notice of Commencement Date. Landlord shall send Tenant
written notice of the occurrence of the Commencement Date in substantially the
form as in the attached Exhibit "E", which notice Tenant shall acknowledge by
executing a copy of the notice and returning it immediately to Landlord. If
Tenant fails to sign and return the notice to Landlord within thirty (30) days
of receipt, the notice as sent by Landlord shall be deemed to have correctly set
forth the Commencement Date.

         2.6      Option to Extend. Provided that (a) Tenant is not then in
material default under the Lease and (b) Tenant is then occupying the Premises
and has not assigned or subleased the Premises, Tenant shall have two (2)
separate and consecutive options to extend the Term for a period of five (5)
years each. Upon the proper and timely exercise of the option to extend (as
hereinafter provided), and provided that Tenant is not in default under this
Lease as of the end of the initial Term, the Term, as it applies to the
Premises, shall be extended for five (5) years. The option shall be exercised by
Tenant upon receipt of prior written notice by Landlord not less than six (6)
months prior to the expiration of the initial Term stating that Tenant is
exercising its option.

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3.       RENT.

         3.1      Payment of Rental. Tenant agrees to pay Landlord as monthly
rent for the Premises the sum specified in Section 3 of the Lease Summary
("Rental"), in advance, on or before the first day of each calendar month during
the Term. In addition to the payment of Rental, Tenant shall also pay an
Operating Expense Adjustment (as defined in Paragraph 4.1 below) computed
pursuant to Paragraph 4.1 below. Upon execution of the Lease, Tenant shall pay
to Landlord the sum specified in Section 3 of the Lease Summary, representing
the Rental payable hereunder for the first full calendar month of the Term. On
the Commencement Date, Tenant shall pay to Landlord the prorated Rental
attributable to the month in which the Commencement Date occurs if the
Commencement Date occurs on a date other than the first day of a calendar month.

         3.2      Other Assessments. In addition to the Rental, Tenant shall
pay, prior to delinquency, all personal property taxes, charges, rates, duties
and license fees assessed against or levied upon Tenant's occupancy of the
Premises, or upon any trade fixtures, furnishings, equipment or other personal
property contained in the Premises (collectively, "Tenant's Personal Property").

         3.3      Special Charges for Special Services. Tenant agrees to pay to
Landlord, within seven (7) days following written demand, all charges for any
services, utilities, goods or materials furnished by Landlord to Tenant at
Tenant's request which are not required to be furnished by Landlord under this
Lease without separate charge or reimbursement.

         3.4      Definition of Rent. Rental, Operating Expense Adjustment,
Taxes (as defined in Paragraph 4.7(n) below) and all other payments,
disbursements or reimbursements that Tenant is obligated to pay under the Lease
(collectively, the "Rent") constitute "rent" within the meaning of Civil Code
Section 1951(a). Any Rent payable to Landlord by Tenant for any fractional month
shall be prorated based on the actual number of days in that month. All payments
owed by Tenant under the Lease shall be paid to Landlord in lawful money of the
United States of America at the location specified in Section 10 of the Lease
Summary. All payments of Rent shall be paid by Tenant by check. All payments of
Rent shall be paid without deduction, setoff or counterclaim.

         3.5      Late Charge and Interest. Tenant acknowledges that the late
payment of Rent will cause Landlord to incur costs not contemplated by this
Lease, including administrative costs, loss of use of the overdue funds and
other costs, the exact amount of which would be impractical and extremely
difficult to ascertain. Landlord and Tenant agree that if Landlord does not
receive a payment of Rent within ten (10) days of the date that such payment is
due, Tenant shall pay to Landlord a late charge of five percent (5%) of the
overdue amount, up to a maximum amount of Five Hundred Dollars ($500.00) per
late payment per month as a late charge. In addition, if such overdue amount is
not paid within ten (10) days when due, Tenant shall pay an additional charge
computed at the Interest Rate (as defined below) on the overdue amount, from the
date payment of such amount was due until Landlord receives the overdue payment.
Acceptance of the late charge or interest by Landlord shall not cure or waive
Tenant's default, nor prevent Landlord from exercising, before or after such
acceptance, any of the rights and remedies for a default provided by this Lease
or at law. Payment of the late charge or interest is not an alternative means of
performance of Tenant's obligation to pay Rent at the times specified in this
Lease. Tenant will be liable for the late charge and interest regardless of
whether Tenant's failure to pay the Rent when due constitutes a default under
the Lease. The term "Interest Rate" shall mean the legal interest rate not to
exceed ten percent (10%) per year. Whenever interest is required to be paid
under this Lease, the interest shall be calculated from the date the payment was
due or should have been due if correctly assessed or estimated (or any
overcharge paid), until the date payment is made or the refund is paid or is
credited against Rent next due.

         3.6      Acceleration of Rental Payments. In the event a late charge
becomes payable pursuant to Paragraph 3.5 above for three (3) consecutive
installments of Rental within a twelve (12) month period, then all subsequent
Rental payments shall immediately and automatically become payable by Tenant in
advance on a quarterly basis instead of monthly.

         3.7      Disputes as to Payments of Rent. Tenant agrees to pay the Rent
required under this Lease within the time limits set forth in this Lease. In an
instance where Tenant disputes its obligations to pay all or part of the Rent
indicated on such invoice or statement, Tenant shall provide Landlord with a

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letter or notice, specifying in detail why Tenant is not required to pay all or
part of such Rent. Tenant will be deemed to have waived its right to contest any
past payment of Rent unless it has notified Landlord or alternatively filed a
lawsuit against Landlord (or when arbitration is agreed to, filed for
arbitration and has served Landlord with notice of such filing), and has served
a summons on Landlord, within one (1) year of such payment.

         3.8      [INTENTIONALLY OMITTED.]

4.       ADJUSTMENTS TO RENT.

         4.1      Operating Expense Adjustment. Tenant shall pay, in addition to
the Rental computed and due pursuant to Paragraph 3.1 above, an additional sum
as an operating expense adjustment ("Operating Expense Adjustment"). Such
additional amount shall be equal to Tenant's Pro Rata Share of the Operating
Expenses (as defined in Paragraph 4.3 below).

         4.2      Procedure for Payment of Operating Expense Adjustment. Tenant
shall pay the Operating Expense Adjustment as follows:

         a.       Commencing on the Commencement Date, Landlord shall, from time
to time by providing thirty (30) days written notice to Tenant, reasonably
estimate in advance the amounts Tenant shall owe on a monthly basis for Tenant's
Pro Rata Share of the Operating Expenses for any full or partial calendar year
of the remaining Term. In such event, Tenant shall pay such estimated amounts,
on a monthly basis, on or before the first day of each calendar month, together
with Tenant's payment of Rental. Such estimate may be reasonably adjusted from
time to time by Landlord by written notice to Tenant, and such adjustments shall
be limited to no more than 2 times per year.

         b.       Within four (4) months after the end of each calendar year
subsequent to calendar year 2003, or as soon thereafter as practicable but in no
case later than 6 months after the end of each calendar year, Landlord shall
provide a statement ("Statement") to Tenant showing: (i) the amount of actual
Operating Expenses for such calendar year and Tenant's Pro Rata Share thereof,
(ii) any amount paid by Tenant towards the Operating Expenses during such
calendar year on an estimated basis and (iii) any revised estimate of Tenant's
obligations for the Operating Expenses for the current calendar year.

         c.       If the Statement shows that Tenant's estimated payments were
less than Tenant's actual obligations for the Operating Expenses for such
calendar year, Tenant shall pay the difference to Landlord within thirty (30)
days of the receipt of such Statement. If the Statement shows an increase in
Tenant's estimated payments for the current calendar year, Tenant shall pay the
difference between the new and former estimates, for the period from January 1
of the then current calendar year up to and including the month in which the
Statement is sent.

         d.       If the Statement shows that Tenant's estimated payments
exceeded Tenant's actual obligations for the Operating Expenses, Landlord shall
credit such difference against payments of the Operating Expense Adjustment next
due. If the Term shall have expired, Tenant shall receive a refund of such
difference within forty-five (45) days after Landlord sends the Statement.

         e.       So long as Tenant's obligations hereunder are not materially
adversely affected, Landlord reserves the right to reasonably change, from time
to time, the manner or timing of the foregoing payments, by providing written
notice of the same to Tenant. No delay by Landlord in providing the Statement
(or separate statements) shall be deemed a default by Landlord or a waiver of
Landlord's right to require payment of Tenant's obligations for actual or
estimated Operating Expenses, as long as such delay does not exceed the time
period set forth in Paragraph 4.2.a above.

         f.       Tenant's obligations to pay estimated and actual amounts
towards the Operating Expenses for the final calendar year of the Term shall be
prorated to reflect the portion of such year included in the Term. Such
proration shall be made by multiplying the difference of Tenant's Pro Rata Share
of the total estimated or actual (as the case may be) Operating Expenses for
such full calendar year by a fraction, the numerator which shall be the number
of days of the Term during such calendar year, and the denominator of which
shall be three hundred sixty-five (365).

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<PAGE>

         4.3      Defined Terms. "Tenant's Pro Rata Share" means the ratio, from
time to time, of the Rentable Area of the Premises to the Rentable Area of the
Building. Tenant's Pro Rata Share as of the Commencement Date is stipulated to
be the figure specified in Section 4 of the Lease Summary, which has been
computed using the square footage figures set forth in Section 2 of the Lease
Summary. The "Operating Expenses" are defined to be the sum of all costs,
expenses, and disbursements, of every kind and nature whatsoever, and the taxes,
incurred by Landlord in connection with the Project, or the ownership,
management, maintenance, operation, administration and repair of all or any
portion of the Building or Project, including the common areas, parking lot,
improvements and facilities thereon, including, but not limited to, the
following: (a) All utility costs not otherwise charged (pursuant to Paragraph
3.3 above) directly to Tenant or to any other tenant; (b) All wages and benefits
and costs of employees, independent contractors, or employees of independent
contractors engaged in the operation, maintenance and security of the Project;
(c) All expenses for janitorial, maintenance, security and safety services
(except for the maintenance expenses relating to the roof and structural
elements of the Building); (d) All repairs to, replacement of, and physical
maintenance of the Project, including the cost of all supplies, uniforms,
equipment, tools and materials; (e) Any license, permit and inspection fees
required in connection with the operation of the Project; (f) Any auditor's fees
for accounting provided for the operation and maintenance services; (g) Any
legal fees, costs and disbursements as would normally be incurred in connection
with the operation, maintenance and repair of the Project, other than fees that
relate to a particular tenant of the Building or the Project; (h) All reasonable
fees for management services provided by a management company or by Landlord or
an agent of Landlord, which will equal to ten percent (10%) of the Operating
Expenses, excluding the real property taxes; (l) All insurance expenses, which
shall mean all premiums and other charges paid by Landlord with respect to the
insurance of the Project, including, without limitation, the following to the
extent carried by the Landlord: (i) all risk, windstorm, hail and explosion
insurance; (ii) riot attending a strike, civil commotion, aircraft, vehicle and
smoke insurance; (iii) public liability, bodily injury and property damage
insurance; (iv) elevator insurance; (v) Workers' Compensation insurance for the
employees specified in Paragraph 4.3(b) above; (vi) boiler and machinery
insurance, sprinkler leakage, water damage, property, burglary, fidelity and
pilferage insurance on equipment and materials; (vii) loss of rent, rent
abatement, rent continuation, business interruption insurance, and similar types
of insurance; (viii) earthquake insurance; and (ix) such other insurance as is
customarily carried by operators of other comparable first-class commercial
buildings in Southern California; (m) Such other usual costs and expenses which
are paid by other landlords for the purpose of providing for the on-site
operation, servicing, maintenance and repair of first-class commercial buildings
in Southern California; and (n) All actual taxes, assessments, levies, charges,
water and sewer charges, rapid transit and other similar or comparable
governmental charges (collectively, the "Taxes") levied or assessed on, imposed
upon or attributable to the calendar year in question (a) to the Premises or the
Land, and/or (b) to the operation of the Building, including but not limited to
taxes against the Building or Land, personal property taxes or assessments
levied or assessed against Building, plus any tax measured by gross rental
received from the Building, but excluding any net income, corporate, franchise,
capital stock, estate or inheritance taxes; provided that, if at any time during
the Term there shall be levied, assessed or imposed on Landlord or the Building
by any governmental entity, any general or special, ad valorem or specific
excised capital levy or other taxes on the payments received by Landlord under
this Lease or other leases affecting the Building and/or license fee, excise or
franchise taxes measured by or based, in whole or in part, upon such payments,
and/or transfer or transaction taxes based directly or indirectly upon the
transaction represented by this Lease or other leases affecting the Building,
and/or the occupancy, use, per capita or other taxes, based directly or
indirectly upon the use or occupancy of the Premises or the Building, then all
such taxes shall be deemed to be included within the definition of the term
"Taxes." Notwithstanding the foregoing or any other provision contained herein
to the contrary, in the event the Land shall be transferred during the initial
Term, and a reassessment of Taxes imposed upon or attributable to the Land
pursuant to Proposition 13 occurs, Tenant shall not be liable for any resulting
increase in such Taxes.

         The annual amortization of costs shall be determined by dividing the
original cost of such capital expenditure by the number of years of useful life
of the capital item acquired, which useful life shall be reasonably determined
by Landlord, or by the number of years permitted by the Internal Revenue Service
for amortization, whichever is shorter. Operating Expenses shall be computed
according to the cash or accrual basis of accounting, as Landlord may elect in
accordance with standard and reasonable accounting principles employed by
Landlord.

         4.4      Review of Operating Expenses. Tenant shall have a period of
three (3) months following

                                       7

<PAGE>

receipt of the Statement, within which to inspect, at Landlord's office during
normal business hours and upon reasonable notice, Landlord's books and records
concerning Operating Expenses for that Statement. If Tenant does not notify
Landlord within such three (3) month period of its desire to inspect, Tenant
shall be deemed to have accepted as final and determinative the amounts shown on
the Statement. If Tenant requests an audit within such three (3) month period,
then such audit shall be conducted by an accounting firm selected by Tenant and
acceptable to Landlord, which acceptance shall not be unreasonably delayed,
withheld or denied. A statement prepared by such accounting firm shall be
conclusively binding upon Landlord and Tenant. If the audit shows the actual
Operating Expenses are less than ninety five percent (95%) of the amount in the
Statement, then Landlord shall pay the cost of the audit and credit any amount
overpaid against future payments of the Operating Expense Adjustment. If the
audit shows that actual Operating Expenses are greater than or equal to ninety
five percent (95%) of the amount in the Statement, then Tenant shall pay the
cost of the audit and Tenant shall immediately pay to Landlord any amount
underpaid, if any.

5.       [INTENTIONALLY OMMITTED.]

6.       USE.

         6.1 Use. Landlord agrees not to lease any other portion of the Building
to an entity, which engages in the business of banks, savings & loan association
and savings banks. Landlord may lease other portions of the Building to all
other entities engaging in financial services, including but not limited to the
factoring business, commercial lending businesses, and mortgage lending
businesses.

         6.2 Restriction on Use. Tenant shall not do or permit to be done in or
about the Premises or Building or Project, or bring, keep or permit to be
brought or kept therein, anything which is prohibited by the Rules and
Regulations attached hereto as Exhibit "C" or which is prohibited by any
standard form fire insurance policy or which will cause a weight load or stress
on the floor or any other portion of the Premises in excess of the weight load
or stress which the floor or other portion of the Premises is designed to bear.
Landlord acknowledges that Tenant may elect to install a vault at the Premises
and Landlord hereby represents, warrants and certifies to Tenant that the floor
of the Premises will be constructed in a manner to support a vault to be
installed at the Premises by Tenant. Tenant, at Tenant's sole cost and expense,
shall comply with all laws affecting the Premises, and the requirements of any
Board of Fire Underwriters or other similar body now or hereafter instituted,
and shall also comply with any order, directive or certificate of occupancy
issued pursuant to any laws which affect the condition, use or occupancy of the
Premises, including, but not limited to, any requirements of structural changes
related to or affected by Tenant's acts, occupancy or use of the Premises.

         6.3 Compliance by Other Tenants. Landlord shall not be liable to Tenant
for any other occupant's or tenant's failure to conduct itself, , or for the
failure of all persons for whom any other occupant or tenant causes to be
present in the Building, in accordance with the provisions of this Paragraph 6.
Tenant shall not be released or excused from the performance of any of its
obligations under the Lease in the event of any such failure. Tenant shall be
responsible for all persons for whom it causes to be present in the Building and
shall be liable to Landlord for all acts of such persons.

         6.4 Hazardous Material. For the purposes of this Lease, the term
"Hazardous Material" means any chemical, substance, material, controlled
substance, object, condition, waste or combination thereof which is or may be
hazardous to human health or safety or to the environment due to its
radioactivity, ignitability, corrosivity, reactivity, explosivity, toxicity,
carcinogencity, infectiousness or other harmful or potentially harmful
properties or effects, including, without limitation, medical products,
petroleum and petroleum products, asbestos, radon, polychlorinated biphenyls
(PCBs) and all of those chemicals, substances, materials, controlled substances,
objects, conditions, wastes or combinations thereof which are now or become in
the future listed, defined or regulated in any manner by any federal, state or
local law based upon, directly or indirectly, such properties or effects. The
term "Hazardous Material" shall exclude small amounts of cleaning fluids, inks,
toners, etc, that may be used by Tenant or its agents in the normal course of
its business.

         Tenant hereby represents, warrants and covenants that: Tenant's
business operations in the Premises do not involve the use, storage or
generation of Hazardous Material; Tenant shall not cause or permit any Hazardous
Material to be brought upon, stored, manufactured, generated, blended, handled,

                                       8

<PAGE>

recycled, disposed of, used or released on, in, under or about the Premises,
Building or Project by Tenant or Tenant's agents, employees, contractors,
subtenants, assigns and invitees (collectively, "Tenant's Affiliates"); and
Tenant shall keep, operate and maintain the Premises in compliance with all, and
shall not permit the Premises to be in violation of, any federal, state or local
environmental, health and/or safety related law, decision of the courts,
ordinance, rule, regulation, code, order, directive, guideline, permit or permit
condition currently existing and as amended, enacted, issued or adopted in the
future which is applicable to the Premises (collectively, the "Environmental
Laws").

         Tenant shall indemnify, protect, defend and hold Landlord and his
partners, officers, employees, agents, lenders and each of their respective
successors and assigns (collectively, the "Indemnified Parties") harmless from
any and all claims, judgments, damages, penalties, enforcement actions, taxes,
fines, remedial actions, liabilities, losses, costs and expenses (including,
without limitation, reasonable attorneys' fees, litigation, arbitration and
administrative proceeding costs, expert and consultant fees and laboratory
costs), which arise during or after the Term in whole or in part as a result of
the presence or suspected presence of any Hazardous Material, in, on, under or
about the Premises, the Building, the surface or subsurface of the Project
and/or other adjacent properties due to Tenant's or Tenant's Affiliates'
activities, or failure to act, on or about the Project. Without limiting the
foregoing, if any Hazardous Material is found in the soil, surface or ground
water in, on, under or about the Project at any time during or after the Term,
the presence of which was caused by Tenant and/or Tenant's Affiliates, Tenant
shall, at its sole cost and expense, promptly take all actions as are necessary
to return the Project to the condition existing prior to the introduction or
release of such Hazardous Material. Such actions shall be conducted in
accordance with applicable Environmental Laws and Landlord's prior written
approval, which approval shall not be unreasonably withheld.

         Landlord shall indemnify, protect, defend and hold Tenant and its
partners, directors, officers, employees, agents, lenders and each of their
respective successors and assigns (collectively, the "Indemnified Parties")
harmless from any and all claims, judgments, damages, penalties, enforcement
actions, taxes, fines, remedial actions, liabilities, losses, costs and expenses
(including, without limitation, reasonable attorneys' fees, litigation,
arbitration and administrative proceeding costs, expert and consultant fees and
laboratory costs), which arise during or after the Term in whole or in part as a
result of the presence or suspected presence of any Hazardous Material, in, on,
under or about the Premises, the Building, the surface or subsurface of the
Project and/or other adjacent properties due to Landlord's or his Affiliates'
activities, or failure to act, on or about the Project. Without limiting the
foregoing, if any Hazardous Material is found in the soil, surface or ground
water in, on, under or about the Project at any time during or after the Term,
the presence of which was not caused by Tenant, Landlord shall, at his sole cost
and expense, promptly take all actions as are necessary to return the Project to
the condition existing prior to the introduction or release of such Hazardous
Material. Such actions shall be conducted in accordance with applicable
Environmental Laws.

7.       ALTERATIONS AND IMPROVEMENTS.

         7.1      Tenant's Rights to Make Alterations. (a) Following the
Commencement Date, Tenant, at its sole cost and expense, shall have the right
upon receipt of Landlord's written and reasonable consent, which consent shall
not be unreasonably delayed, withheld or denied, to make alterations, additions,
or improvements to the Premises provided that such alterations, additions or
improvements: (i) are normal for general office and banking use, (ii) are made
in accordance with this Paragraph 7, (iii) do not adversely affect the utility
or value of the Premises or the Building for future tenants, (iv) do not alter
the exterior appearance of the Building, (v) are not of a structural nature, and
(vi) are not otherwise prohibited under the Lease. Such alterations, additions,
and improvements to the Premises made by or for Tenant following the
Commencement Date are collectively called the "Alterations." All such
Alterations shall be made in conformity with the requirements of Paragraph 7.2
below. (b) Tenant may be permitted to make non-structural Alterations up to
Twenty Thousand Dollars ($20,000.00), without Landlord's approval or requirement
to give prior written notice, but otherwise in compliance with Paragraph 7.2, so
long as Tenant provides "as-built" documents upon completion.

         7.2      Installation of Alterations. Any Alterations installed by
Tenant during the Term shall be done in strict compliance with all of the
following:

         (a)      Other than work described in Paragraph 7.1(b) above, no such
work shall proceed without

                                       9

<PAGE>

Landlord's prior written approval (which shall not be unreasonably withheld,
delayed or denied) of (words missing): (i) Tenant's contractor(s); (ii)
certificates of insurance from a company or companies approved by Landlord,
furnished to Landlord by Tenant's contractor, for (1) Combined Single Limit
Bodily Injury and Property Damage Insurance covering comprehensive general
liability and automobile liability, in an amount not less than One Million
Dollars ($1,000,000.00) per occurrence and endorsed to show Landlord as an
additional insured, and (2) Workers' Compensation as required by law, with all
certificates endorsed to show a waiver of subrogation by the insurer to any
claims Tenant's contractor may have against Landlord; and (iii) detailed plans
and specifications for such work;

         (b)      All such work shall be done in a first-class workmanlike
manner and in conformity with a valid building permit and/or all other permits
or licenses when and where required, (other than work described in Paragraph
7.1(b) above) copies of which shall be furnished to Landlord at least fourteen
(14) days before the work is commenced, and any work not acceptable to any
governmental authority or agency having or exercising jurisdiction over such
work, or not reasonably satisfactory to Landlord, shall be promptly replaced and
corrected at Tenant's sole cost and expense. Landlord's review and approval of
any such work is for Landlord's benefit only and shall not expose Landlord to
any liability. Other than work described in Paragraph 7.1(b) above no work shall
proceed until and unless Landlord has received at least fourteen (14) days prior
written notice that such work is to commence and Landlord shall have posted a
notice of nonresponsibility;

         (c)      Tenant shall thereafter immediately reimburse Landlord for all
expenses incurred by Landlord by reason of any faulty work done by Tenant or
Tenant's contractors, or inadequate cleanup due to such work;

         (d)      Tenant or Tenant's contractors will in no event be allowed to
make plumbing, mechanical, or electrical improvements to the Premises or any
structural modification to the Building without first obtaining Landlord's
written consent, which consent shall not be unreasonably delayed, withheld or
denied. Tenant may not make changes to, or install, acoustical or integrated
ceilings, or partitions over 5'10" in height without first obtaining Landlord's
written consent. Tenant shall select a contractor to do the work, subject to the
approval of the Landlord, which approval shall not be unreasonably delayed,
withheld or denied.

         (e)      All work by Tenant shall be scheduled through Landlord and
shall be diligently and continuously pursued from the date of its commencement
through its completion; and

         (f)      Tenant shall obtain any bonds required by Landlord pursuant to
Paragraph 9 below.

         7.3      Tenant Improvements.   See Section 14 of the Lease Summary.

         7.4       [Intentionally omitted.]

8.       TENANT'S REPAIRS.

         Tenant shall, at Tenant's sole cost and expense, keep the Premises in
good and sanitary condition and repair at all times during the Term. All damage,
injury or breakage to any part or portion of the Premises or the Building or the
Parking Facilities caused by the willful misconduct or negligent act or omission
of Tenant or Tenant's agents, contractors, employees, licensees, directors,
officers, partners, trustees, visitors or invitees (collectively, "Tenant's
Employees") shall be promptly repaired by Tenant to the satisfaction of Landlord
at Tenant's sole cost and expense and pursuant to the provisions of Paragraph
7.2 above (collectively, the "Repairs"). After reasonable notice to Tenant of
his intention to do so, Landlord may make any Repairs which are not made by
Tenant within a reasonable amount of time (except in the case of emergency when
such Repairs can be made immediately), and charge Tenant for the cost of such
Repairs. Tenant shall be solely responsible for the design and function of all
of Tenant's Improvements whether or not installed by Landlord at Tenant's
request.

                                       10

<PAGE>

9.       NO LIENS.

         Tenant shall at all times keep the Premises, the Building and the
Project free from any liens arising out of any work performed or allegedly
performed, materials furnished or allegedly furnished or obligations incurred by
or on behalf of Tenant. Tenant agrees to indemnify and hold Landlord and the
Indemnified Parties harmless from and against any and all claims for mechanics',
materialmen's or other liens in connection with any Alterations, Repairs, or any
work performed, materials furnished or obligations incurred by or on behalf of
Tenant. Landlord reserves the right to enter the Premises for the purpose of
posting such notices of non-responsibility as may be permitted by law or desired
by Landlord.

10.      LANDLORD'S REPAIRS.

         10.1     Scope of Landlord's Repairs. Landlord shall maintain and
repair the roof and structural elements and the common areas of the Building as
the same may exist from time to time, wear and tear which is the result of
willful misconduct or a negligently act or omission of Tenant or Tenant's
Employees. Landlord shall have no obligation to make repairs under this
Paragraph 10 until a reasonable time after receipt of written notice of the need
for such repairs has elapsed. Landlord will attempt to make repair within thirty
(30) days following his receipt of the written notice, if the repair work can be
completed within thirty (30) days.

         10.2     Landlord's Right to Entry to Make Repairs. Upon at least
twenty four (24) hours prior written notice received by Tenant, Landlord and
Landlord's Employees (as defined in Paragraph 14.1 below) shall be permitted to
enter the Premises during business hours for the purpose of making any
alterations, additions, improvements or repairs to the Premises or the Building
as Landlord may deem necessary or desirable, so long as such alterations,
additions, improvements or repairs do not disrupt or interfere with Tenant's
business. In the event of an emergency, Landlord may enter the Premises without
prior notice accompanied by a bank officer or a police or fire department
officer. In the event that Landlord's entry is not the result of Landlord's
negligence or willful misconduct, such entry shall be without liability or
compensation to Tenant.

11.      BUILDING SERVICES.

         11.1     Standard Building Services. Landlord shall furnish the
Premises with the standard services and utilities (the "Standard Services and
Utilities") offered by comparable buildings in the vicinity of the Building,
with the level of service that would be reasonably required by a branch of a
commercial bank operating in the Premises, including, without limitation, the
following services:

         (a)      Heating, ventilation, and air-conditioning ("HVAC") during the
normal business hours.

         (b)      Electricity for lighting and power of the Premises twenty-four
(24) hours each day, seven (7) days each week of the year.

         (c)      Plumbing, and water.

         (d)      Access for telephone service.

         11.2     Additional Services. Tenant agrees to immediately pay as
additional Rent on demand all reasonable charges imposed by the Landlord from
time to time for all building services and utilities supplied to or used by
Tenant at the request of Tenant in excess of or in addition to the Standard
Building Services and Utilities. Said excess and additional building services
and utilities are referred to as "Additional Services".

         11.3     Landlord's Right To Cease Providing Services. Landlord
reserves the right in its sole and absolute discretion with respect to
Subparagraph (i) below and its sole and reasonable discretion with respect to
Subparagraph (ii) below to interrupt, reduce or cease service of heating, air
conditioning, ventilation, elevator, plumbing, electrical, or telephone systems
and/or utilities to the Premises, the Building or the Project, for any or all of
the following reasons or causes: (i) any accident, emergency, governmental
regulation, or act of God, including, but not limited to, any cause set forth in
Paragraph 29 below; or (ii) the making of any emergency repairs to the Premises
or the Building until said repairs shall

                                       11

<PAGE>

have been completed.

         No such interruption, reduction or cessation of any such building
services or utilities shall constitute an eviction or disturbance of Tenant's
use or possession of the Premises or Building, or an ejection of Tenant from the
Premises, or a breach by Landlord of any of its obligations, or render Landlord
liable for any damages, including but not limited to any damages, compensation
or claims arising from any interruption or cessation of Tenant's business, or
entitle Tenant to be relieved from any of its obligations under the Lease, or
result in any abatement of Rent unless Tenant is prevented from conducting any
business in the Premises during the period of such interruption, reduction or
cessation, in which events Tenant shall be entitled to abate its Rent, and if,
in the opinion of Landlord, such interruption, reduction, or cessation is
expected to prevent Tenant from conducting any business for more than forty five
(45) consecutive business days, Tenant, upon giving thirty (30) days advance
written notice to cure to Landlord and Landlord`s failure to cure within that
period, may terminate this Lease and be relieved of all obligations of Tenant
under this Lease, including, without limitation, the obligation to pay rent. In
the event of any such interruption, reduction or cessation, Landlord shall use
reasonable diligence to restore such service where it is within Landlord's
reasonable control to do so.

12.      ASSIGNMENT AND SUBLETTING.

         12.1     Right to Assign or Sublease. Landlord and Tenant recognize and
specifically agree that this Paragraph 12 is an economic provision, like Rent,
and that the Landlord's right to recapture the Premises and/or share in any
profits due to an assignment or sublease, was granted by Tenant to Landlord in
consideration of certain other economic concessions granted by Landlord to
Tenant. Only upon Landlord's prior written consent, which consent shall not be
unreasonably withheld or delayed, Tenant may assign its interest in this Lease
or in the Premises, or sublease all or any part of the Premises, or allow any
other person or entity to occupy or use all or any part of the Premises. Any
purported assignment or sublease without Landlord's prior written consent shall
be voidable at the election of Landlord, and shall constitute an Event of
Default (as defined in Paragraph 17.1 below). No consent to one assignment or
sublease shall constitute a waiver of the provisions of this Paragraph 12, with
respect to another assignment or sublease. Paragraph 12 shall not be applicable
in the event that Tenant has merged into, and/or acquired by, another company.

         12.2     Procedure For Assignment or Sublease. Tenant shall provide
written notice to Landlord of: (i) Tenant's intent to assign this Lease or
sublease all or any part of the Premises, (ii) the name of the proposed assignee
or sublessee, (iii) evidence reasonably satisfactory to Landlord that such
proposed assignee or sublessee is comparable in reputation, stature and
financial condition to the other tenants then leasing comparable space in the
Building, (iv) the terms of the proposed assignment or sublease, and (v) the
impact such proposed assignee or sublessee will have in the Building, including,
but not limited to, the number of parking spaces and the security services it
will require as well as any alterations and improvements it may wish to make.
Landlord shall, as soon as practicably possible, but in no event later than
thirty (30) days of receipt of such notice, and any additional information
requested by Landlord concerning the proposed assignee's or sublessee's
financial responsibility, elect one or more of the following:

         (a)      Consent to such proposed assignment or sublease;

         (b)      Refuse such consent, which refusal shall be on reasonable
grounds, including, but not limited to, the net worth, financial condition,
operating history, and general reputation of the proposed assignee or sublessee;
or

         (c)      Elect to terminate the Lease in the event of an actual
assignment without Landlord's consent, or in the case of an actual sublease
without the Landlord's Consent, terminate this Lease as to the portion of the
Premises proposed to be sublet for the proposed term of the sublease.

         12.3     Conditions Regarding Consent to Sublease and Assignment. If
Landlord so requests, Tenant shall require that the assignee or sublessee remit
directly to Landlord on a monthly basis, all Rent due to Tenant by said assignee
or sublessee. In the event that Landlord shall consent to an assignment or
sublease under the provisions of this Paragraph 12, Tenant shall pay (a)
Landlord's reasonable processing costs and reasonable attorneys' fees incurred
in giving such consent, not exceeding One

                                       12
<PAGE>

Thousand Dollars ($1,000.00), and (b) any and all Rent due upon the payment date
therefor immediately following Tenant's receipt of notice thereof.
Notwithstanding any permitted assignment or sublease, Tenant shall at all times
remain directly, primarily and fully responsible and liable for all payments
owed by Tenant under the Lease and for compliance with all obligations under the
terms, provisions and covenants of the Lease. If for any proposed assignment or
sublease, Tenant receives money or other consideration, either initially or over
the term of the assignment or sublease, in excess of the Rental required by this
Lease, or, in the case of the sublease of a portion of the Premises, in excess
of such Rental fairly allocable to such portion, after appropriate adjustments
to assure that all other payments called for hereunder are taken into account,
Tenant shall pay to Landlord as additional Rent, fifty percent (50%) of the
excess of each such payment of money or other consideration received by Tenant
within thirty (30) days of Tenant's receipt of the same.

         12.4     Affiliated Companies/Restructuring of Business Organization.
Occupancy of all or part of the Premises by a wholly owned parent, subsidiary,
or affiliated company of Tenant shall not be deemed as assignment or sublease
provided that such parent, subsidiary or affiliated company was not formed as a
subterfuge to avoid the requirements of this Paragraph 12. If Tenant or
affiliated occupant of the Premises is a corporation, unincorporated
association, trust or general or limited partnership, then the sale, assignment,
transfer or hypothecation of any shares, partnership interest, or other
ownership interest of such entity which time to time in the aggregate exceeds
fifty one percent (51%) of the total outstanding shares, partnership interests
or ownership interests of such entity, or the dissolution, merger,
consolidation, or other reorganization of such entity, or the sale, assignment,
transfer or hypothecation of more than fifty one percent (51%) of the value of
the assets of such entity, shall be deemed an assignment subject to the
provisions of this Paragraph 12.

         12.5     Landlord's Right to Assign. Landlord shall have the right from
time to time to sell, encumber, convey, transfer, and/or assign any of its
rights and obligations under the Lease. However, such sale or transfer shall be
conditioned upon new landlord(s recognizing the Lease and Tenant`s continuing
quiet enjoyment of the Premises.

13.      REPRESENTATIONS AND WARRANTIES.

         As a material inducement to Landlord to enter into this Lease, Tenant
represents, warrants, covenants and acknowledges as follows: (a) Tenant is a
corporation duly organized, validly existing and in good standing under the laws
of the State of California; (b) Tenant has all the necessary power and authority
to carry on its present business, to enter into this Lease and perform Tenant's
obligations thereunder in accordance with its terms; (c) The execution and
delivery of this Lease and the performance by Tenant of its obligations
hereunder will not violate or constitute an event of default under the terms or
provisions of any agreement, document or instrument to which Tenant is a party
or by which Tenant is bound; (d) Except as otherwise contained herein, there are
no representation or warranties of any kind whatsoever, express or implied, made
by Landlord; (e) Tenant is entering into this Lease and performing Tenant's
obligations thereunder in accordance with its terms in reliance upon its
Tenant's own investigation and knowledge of the Premises and the Building; (f)
Landlord has made no representations or warranties to Tenant regarding the
useability of the Premises for Tenant's intended purposes; and (g) Tenant has
been represented by competent counsel in connection with the entering into of
this Lease.

14.      INDEMNIFICATION;  INSURANCE.

         14.1     Indemnification. Tenant shall at its sole cost and expense
defend, protect, indemnify, and hold Landlord and his agents, contractors,
licensees, employees, directors, officers, partners, lenders, trustees and
invitees (collectively, the "Landlord's Employees") harmless from and against
any and all claims, arising out of or in connection with Tenant's use of the
Premises , the conduct of Tenant's business, any activity, work or things done,
permitted or allowed by Tenant in or about the Premises or the Building, the
nonobservance or nonperformance by Tenant of any statute, law, ordinance, rule
or regulation, or any willful misconduct or negligent act or omission of Tenant
or Tenant's Employees. Notwithstanding the foregoing provisions of this Section,
however, Tenant shall have no obligation to defend, protect, indemnify, or hold
Landlord or Landlord's Employees harmless for any claim, loss or damage that is
caused by or arises out of the willful misconduct or gross negligence of
Landlord or Landlord's Employees.

                                       13

<PAGE>

         14.2     Insurance. Tenant shall have the following insurance
obligations:

         (a)      Tenant shall obtain at its sole cost and expense and keep in
full force a policy of Combined Single Limit Bodily Injury and Property Damage
Insurance protecting Landlord, Tenant, Landlord's managing agent and any
mortgagees (whose names shall have been furnished to Tenant) against any
liability arising out of Tenant's or Tenant's Employees' use, occupancy or
maintenance of the Premises and all areas appurtenant thereto. Such insurance
shall be primary for any such risk and shall be in an amount not less than Two
Million Dollars ($2,000,000.00) per occurrence. The policy shall contain
cross-liability endorsements, shall insure performance by Tenant of the
foregoing indemnity provision of the Lease. The policy shall provide for notice
of renewal to Landlord not less than sixty (60) days prior to expiration of such
policy, and shall provide for notice to Landlord of cancellation sixty (60) days
prior to said cancellation. Landlord may, upon fifteen (15) days notice to
Tenant, require an increase of the above liability limit if Landlord deems it to
be inadequate when compared to the then existing comparable office lease
practice in the area or as Landlord may reasonably require. The limits of said
insurance shall not, however, limit the liability of Tenant under Paragraph 14.1
above;

         (b)      Tenant shall maintain, at Tenant's sole cost and expense, and
with an insurance company acceptable to Landlord, on all Tenant's Personal
Property, the Tenant Improvements and Tenant's Extra Improvement, a policy of
All Risk insurance inclusive of standard fire and extended coverage insurance,
naming Landlord and Tenant as their interests may appear, with vandalism and
malicious mischief endorsements, to the extent of one hundred percent (100%) of
the full replacement value (as Tenant may reasonably determine from time to
time) of Tenant's Personal Property, and the Tenant Improvements. Landlord shall
not be required to carry insurance of any kind on Tenant's Personal Property or
the Tenant Improvements, and Landlord shall not be obligated to repair any
damage thereto or replace the same;

         (c)      Intentionally deleted.

         (d)      Tenant shall maintain Workers' Compensation and Employer's
Liability insurance as required by law;

         (e)      Tenant shall, at its sole cost and expense and with an
insurance company acceptable to Landlord, maintain any other forms of insurance
as Tenant, Landlord, the mortgagees, or the trust deed beneficiaries of Landlord
or the ground or underlying lessors of the Landlord and/or the Building may
reasonably require from time to time in form, in amounts and for insurance risks
against which a prudent tenant would protect itself; and

         (f)      Tenant shall provide Landlord, prior to the Commencement Date
and thereafter as Landlord may reasonably request, certificates issued by the
insurance company which is providing coverage, evidencing compliance with the
above insurance requirements.

         (g)      Landlord shall obtain at its sole cost and expense and keep in
full force (i) a policy of "all risk of physical loss" insurance covering the
Building in an amount of not less than 90% of the full replacement value of the
Building (excluding the land) and the costs of demolition (if available at
commercially reasonable prices) and debris removal, (ii) during any period of
construction of the Building, course of construction insurance (including, inter
alia, the Tenant Improvement work being performed by Tenant), (iii)
comprehensive general public liability insurance covering Landlord against
claims for bodily injury or death or property damage occurring in, upon, or
about the Project with an combined single limit of not less than $1,000,000.00
per occurrence, and (iv) employer's liability insurance with coverage of not
less than $1,000,000.00 and workers' compensation insurance covering Landlord's
employees in an amount not less than that required by applicable laws or
regulations. Landlord shall name Tenant and its named affiliates, if any, as
additional insureds on any and all policies of liability insurance obtained with
respect to the Project, the Building or Tenant's occupancy of the Premises. In
addition to the foregoing, Landlord shall insure against all risks and all other
hazards as are customarily insured against by others similarly situated and
developing or operating like properties.

         14.3     Assumption of Risk. Tenant, as a material part of the
consideration to Landlord, hereby assumes all risk of damage to Tenant's
Personal Property or injury to persons in and upon the Premises or the Building
from any cause (except for damage or injury caused by the gross negligence or
willful

                                       14

<PAGE>

misconduct of Landlord) and Tenant hereby waives all such claims against
Landlord. Landlord and Landlord's Employees shall not be liable for any damage
to any of Tenant's Personal Property entrusted to Landlord or Landlord's
Employees, nor for loss or damage to any of Tenant's Personal Property by theft,
water leakage or otherwise. Tenant shall give prompt notice to Landlord in case
of fire or accidents in the Premises or in the Building.

         14.4     Allocation of Insured Risks/Subrogation. Landlord and Tenant
release each other from any claims and demands of whatever nature for damage,
loss or injury to the Premises or the Building, or to the other's property in,
on or about the Premises or the Building, that are caused by or result from
risks or perils insured against under any insurance policies required by the
Lease to be carried by Landlord and/or Tenant and in force at the time of any
such damage, loss or injury. Landlord and Tenant shall cause each insurance
policy obtained by them or either of them to provide that the insurance company
waives all right of recovery by way of subrogation against either Landlord or
Tenant in connection with any damage covered by any policy and shall provide
each other with evidence of such appropriate endorsements. Neither Landlord nor
Tenant shall be liable to the other for any damage caused by fire or any of the
risks insured against under any insurance policy required by the Lease.

15.      DAMAGE OR DESTRUCTION.

         15.1     Loss Covered By Insurance. If, at any time prior to the
expiration or earlier termination of the Lease or any extension thereof, the
Premises or the Building or the Project are wholly or partially damaged or
destroyed by a casualty, which casualty renders the Premises totally or
partially inaccessible or unusable by Tenant in the ordinary conduct of its
business, and adequate insurance proceeds are available to Landlord, then:

         (a)      If all repairs to such Premises or Building or Project can, in
Landlord's judgment, be completed within three (3) months following the date of
notice to Landlord of such damage or destruction without the payment of overtime
or other premiums, and if such damage or destruction is not the result of the
willful misconduct or negligence of Tenant or Tenant's Employees, Landlord
shall, at Landlord's expense, repair the same and this Lease shall remain in
full force and effect and a proportionate reduction of Rental shall be allowed
Tenant for such portion of the Premises as shall be rendered inaccessible to or
unusable by Tenant during the period of time that such portion is inaccessible
or unusable; and

         (b)      If such damage or destruction is not the result of the willful
misconduct or negligence of Tenant or Tenant's Employees, and if all such
repairs cannot, in Landlord's judgment, be completed within three (3) months
following the date of notice to Landlord of such damage or destruction without
the payment of overtime or other premiums, Landlord may, at Landlord's sole and
absolute option, upon written notice to Tenant given within thirty (30) days
after notice to Landlord of the occurrence of such damage or destruction, elect
to repair such damage or destruction at Landlord's expense, and in such event,
this Lease shall continue in full force and effect but the Rental shall be
proportionately reduced as hereinabove provided in Paragraph 15.1(a) above. If
Landlord does not elect to make such repairs, then either party may, upon
written notice to the other, terminate this Lease.

         15.2     Loss Not Covered By Insurance. If, at any time prior to the
expiration or earlier termination of this Lease, the Premises or the Building or
the Project are totally or partially damaged or destroyed by a casualty, the
loss to Landlord from which is not fully covered by insurance maintained by
Landlord or for Landlord's benefit, which casualty renders the Premises
inaccessible or unusable to Tenant in the ordinary course of its business,
Landlord may, at Landlord's option, upon written notice to Tenant within thirty
(30) days after notice to Landlord of the occurrence of such damage or
destruction, elect to repair or restore such damage or destruction, elect to
repair or restore such damage or destruction, or Landlord may elect to terminate
this Lease. If Landlord elects to repair or restore such damage or destruction,
this Lease shall continue in full force and effect but the Rental shall be
proportionately reduced as provided in Paragraph 15.1(a) above. If Landlord does
not elect by notice to Tenant to repair such damage, or if the damage cannot, in
Landlord's judgment, be completed within three (3) months following the date of
notice to Landlord of such damage or destruction, Landlord may terminate this
Lease.

         15.3     Loss Caused by Tenant or Tenant's Employees. If the Premises
or the Building or the Project are wholly or partially damaged or destroyed as a
result of the willful misconduct or negligence of

                                       15

<PAGE>

Tenant or Tenant's Employees, and Landlord elects to undertake to repair or
restore all such damage or destruction, such repair and restoration shall be at
Tenant's sole cost and expense, and this Lease shall continue in full force and
effect without any abatement or reduction in Rental or other payments owed by
Tenant; provided, however, that Tenant shall be relieved of its obligation
pursuant to this Paragraph 15.3 to the extent that insurance proceeds are
collected by Landlord, in which case Tenant shall be responsible for the payment
of the deductible and that portion not covered by insurance.

         15.4     Destruction During Final Year. Notwithstanding anything to the
contrary contained in Pars. 15.1, 15.2 or 15.3 above, if the Premises or the
Building or the Project are wholly or partially damaged or destroyed within the
final twelve (12) months of the Term, Landlord or Tenant may, at its option and
by giving the other party notice within thirty (30) days after notice of the
occurrence of such damage or destruction, elect to terminate this Lease.

         15.5     Destruction of Tenant's Personal Property, Tenant Improvements
or Tenant's Extra Improvements. In the event of any damage to or destruction of
the Premises or the Building or the Project, under no circumstances shall
Landlord be required to repair any injury, or damage to, or make any repairs to
or replacements of, Tenant's Personal Property or the Tenant Improvements.
Unless, Landlord has been grossly negligent or engaged in willful misconduct,
Landlord shall have no responsibility for any property placed or kept in or on
the Premises or the Building or the Project by Tenant or Tenant's Employees.

         15.6      [INTENTIONALLY OMITTED.]

16.      EMINENT DOMAIN.

         16.1     Permanent Taking - When Lease Can Be Terminated. If the whole
of the Premises, or so much of the Premises as to render the balance unusable by
Tenant, shall be taken under the power of eminent domain, the Lease shall
automatically terminate as of the date of final judgment in such condemnation,
or as of the date possession is taken by the condemning authority, whichever is
earlier. A sale by Landlord under threat of condemnation shall constitute a
"taking" for the purpose of this Paragraph 16. No award for any partial or
entire taking shall be apportioned and Tenant assigns to Landlord any award
which may be made in such taking or condemnation, together with all rights of
Tenant to such award, including, without limitation, any award or compensation
for the value of all or any part of the leasehold estate; provided that nothing
contained in this Paragraph 16 shall be deemed to give Landlord any interest in
or to require Tenant to assign to Landlord any award made to Tenant for (a) the
taking of Tenant's Personal Property, or (b) interruption of or damage to
Tenant's business, or (c) Tenant's unamortized cost of the Tenant Improvements
to the extent paid for by Tenant.

         16.2     Permanent Taking - When Lease Cannot Be Terminated. In the
event of a partial taking which does not result in a termination of the Lease,
Rental shall be proportionately reduced based on the portion of the Premises
rendered unusable, and Landlord shall restore the Premises or the Building to
the extent of available condemnation proceeds.

         16.3     Temporary Taking. No temporary taking of the Premises or any
part of the Premises and/or of Tenant's rights to the Premises or under this
Lease shall terminate this Lease or give Tenant any right to any abatement of
any payments owed to Landlord pursuant to this Lease; any award made to Tenant
by reason of such temporary taking shall belong entirely to Tenant.

         16.4     [INTENTIONALLY OMITTED.]

         16.5     Release Upon Termination. Upon termination of the Lease
pursuant to this Paragraph 16, Tenant and Landlord hereby agree to release each
other from any and all obligations and liabilities with respect to the Lease
except such obligations and liabilities which arise or accrue prior to such
termination.

17.      DEFAULTS.

         17.1     Default by Tenant. Each of the following shall be an "Event of
Default" by Tenant and a material breach of the Lease:

                                       16

<PAGE>

         (a)      Tenant shall fail to make any payment owed by Tenant under the
Lease, as and when due, and where such failure is not cured within three (3)
business days after receipt of written notice to Tenant; and

         (b)      Tenant shall fail to observe, keep or perform any of the
terms, covenants, agreements or conditions under the Lease that Tenant is
obligated to observe or perform, other than that described in Paragraph 17,1(a)
above, for a period of thirty (30) days after receipt of written notice to
Tenant of said failure; provided however, that if the nature of Tenant's default
is such that more than thirty (30) days are reasonably required for its cure,
then Tenant shall not be deemed to be in default so specified within said thirty
(30) day period and diligently prosecutes the same to completion, which extended
period in no event shall exceed three (3) months.

         17.2     Default by Landlord. Landlord shall not be in default in the
performance of any obligation required to be performed under this Lease unless
Landlord has failed to perform such obligation within thirty (30) days after the
receipt of written notice from Tenant specifying in detail Landlord's failure to
perform; provided, however, that if the nature of Landlord's obligation is such
that more than thirty (30) days is required for its performance, Landlord shall
not be deemed in default if Landlord shall commence such performance within
thirty (30) days and thereafter diligently pursues the same to completion.
Tenant shall have no rights as a result of any default by Landlord until Tenant
gives thirty (30) days written notice to any person who has a recorded interest
pertaining to the Building, specifying the nature of Landlord's default. Such
person shall then have the right to cure such default, and Landlord shall not be
deemed in default if such person cures such default within thirty (30) days
after receipt of notice of the default, or within such longer period of time as
may reasonably be necessary to cure the default. If Landlord or such person does
not cure the default as provided herein, Tenant may exercise such rights or
remedies or shall be provided or permitted by law to recover any damages
proximately caused by such default. Landlord's liability to Tenant for damages
resulting from Landlord's breach of any provision or provisions of the Lease
shall not exceed the value of Landlord's equity interest in the Project.

18.      LANDLORD'S REMEDIES AND RIGHTS.

         18.1     Termination of Lease. Upon an Event of Default by Tenant, the
Landlord shall have the right, in addition to all other rights available to
Landlord under this Lease or now or later permitted at law or in equity, to
terminate this Lease by providing Tenant with a written notice of termination,
in which event Tenant shall immediately surrender the Premises to Landlord, and
if Tenant fails to do so, Landlord may, without prejudice to any other remedy
which it may have for possession or arrearage in rent, enter upon and take
possession of the Premises and expel or remove Tenant and any other person who
may be occupying the Premises or any part thereof, without being liable for
prosecution or any claim or damages therefor; and Landlord may recover from
Tenant the following: (i) The worth at the time of award of any unpaid Rent
which had been earned at the time of such termination; (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 Rent
loss that Tenant proves could have been reasonably avoided; (iii) The worth at
the time of award of the amount by which the unpaid Rent for the balance of the
Term after the time of award exceeds the amount of such Rent loss that Tenant
proves could be reasonably avoided; and (iv) All reasonable attorney fees
incurred by Landlord relating to the default and termination of this Lease plus
interest on all sums due Landlord by Tenant at the legal interest rate not to
exceed ten percent (10%) per year ("Default Rate").

         All Rent, other than the basic monthly Rental, shall be computed on the
basis of the average monthly amount thereof accruing during the twenty four (24)
month period immediately prior to default, except that if it becomes necessary
to compute Rent before such twenty four (24) month period has occurred, then on
the basis of the average monthly amount accruing during such shorter period.

         As used herein, the "worth at the time of award" is computed by
discounting such amount at the legal rate of ten percent (10%) per year.

         18.2     Right Not To Terminate. Landlord shall have the remedy
described in 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).

                                       17
<PAGE>

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.

         18.3     Right of Re-Entry. Upon an Event of Default by Tenant,
Landlord shall also have the right, with or without terminating this Lease, to
re-enter the Premises and remove all persons and Tenant's Personal Property from
the Premises, such property being removed and stored in a public warehouse or
elsewhere at Tenant's sole cost and expense. No removal by Landlord of any
persons or property in the Premises shall constitute an election to terminate
this Lease. Such an election to terminate may only be made by Landlord in
writing, or decreed by a court of competent jurisdiction. Landlord's right of
entry shall include the right to remodel the Premises and re-let the Premises.
All costs incurred in such re-entry and re-letting shall be paid solely by
Tenant. Rents collected by Landlord from any other tenant which occupies the
Premises shall be offset against the amounts owed to Landlord by Tenant. Tenant
shall be responsible for any amounts not recovered by Landlord from any other
tenant. Any payments made by Tenant shall be credited to the amounts owed by
Tenant in the sole order and discretion of Landlord, irrespective of any
designation or request by Tenant. No re-entry by Landlord shall prevent Landlord
from later terminating the Lease by written notice.

         18.4     Waiver of Redemption. Tenant hereby waives, for itself and all
persons claiming by, under, and through Tenant, all rights and privileges which
it might have under any present or future law to redeem the Premises or to
continue the Lease after being dispossessed or ejected from the Premises.

         18.5     Right To Perform. If Tenant fails to perform any covenant,
condition or agreement to be performed by Tenant under the Lease, Landlord may
perform such covenant or condition at its sole option, after written notice to
Tenant. All costs incurred by Landlord in so performing shall immediately be
reimbursed to Landlord by Tenant, together with interest at the Interest Rate
computed from the due date. Any performance by Landlord of Tenant's obligations
shall not waive or cure such default. Landlord may perform Tenant's defaulted
obligations at Tenant's sole cost and expense without notice in the case of any
emergency. All costs and expenses incurred by Landlord, including reasonable
attorneys' fees (whether or not legal proceedings are instituted), in collecting
Rent or enforcing the obligations of Tenant under the Lease shall be paid by
Tenant to Landlord upon demand.

         18.6     Remedies Not Exclusive. The rights and remedies of Landlord
set forth herein are not exclusive, and Landlord may exercise any other right or
remedy available to it under this Lease, at law or in equity.

19.      ATTORNEYS' FEES.

         If either Landlord or Tenant commences or engages in, or threatens to
commence or engage in, any action or litigation or arbitration against the other
party arising out of or in connection with the Lease of the Premises, the
Building or the Project, including but not limited to, any action for recovery
of any payment owed by either party under the Lease, or to recover possession of
the Premises, or for damages for breach of the Lease, the prevailing party shall
be entitled to have and recover from the losing party reasonable attorneys' fees
and other costs incurred in connection with and preparation for such action.

20.      SUBORDINATION.

         20.1     Obligations of Tenant. The Lease and the rights granted to
Tenant by the Lease are and shall be subject and subordinate at all times to:
(a) all ground or underlying leases affecting all or any part of the Project now
or later existing, and all amendments, renewals, modifications, supplements and
extensions of such leases, and (b) all deeds of trust or mortgages now or later
affecting or encumbering all or any part of the Project and/or any ground or
underlying leasehold estate; provided, however, that if Landlord elects at any
time to have Tenant's interest in the Lease be or become superior, senior or
prior to any such instrument, then upon receipt by Tenant of written notice of
such election, Tenant shall immediately execute all necessary subordination of
such mortgage, deed of trust, ground or underlying lease to the Lease.

         20.2     Attornment by Tenant. In the event of the cancellation or
termination of any or all ground or underlying leases affecting all or any part
of the Project in accordance with its terms or by the surrender

                                       18

<PAGE>

thereof, whether voluntary, involuntary or by operation of law, or by summary
proceedings, or in the event of any foreclosure, or by the commencement of any
judicial action seeking foreclosure, Tenant, at the request of the then Landlord
under the Lease, shall attorn to and recognize: (a) the ground or underlying
lessor, under the ground or underlying lease being terminated or cancelled, or
(b) the beneficiary or purchaser at the foreclosure sale, as Tenant's Landlord
under the Lease, and Tenant agrees to execute and deliver at any time upon
request of such ground or underlying lessor, beneficiary, purchaser, or their
successors, any instrument to further evidence such attornment. Tenant hereby
waives its right, if any, to elect to terminate the Lease or to surrender
possession of the Premises in the event of any such ground or underlying lease
cancellation or termination or mortgage or deed of trust foreclosure.

         20.3     Attorney-In-Fact. If Tenant fails to promptly execute and
deliver any documents or instruments required by this Paragraph 20, such failure
shall, at Landlord's option, constitute an Event of Default, and Tenant hereby
irrevocably constitutes and appoints Landlord as Tenant's special
attorney-in-fact to execute and deliver any such documents or instruments.

21.      RULES AND REGULATIONS.

         Tenant shall faithfully observe and comply with the Building rules and
regulations ("Rules"), a copy of which is attached to this Lease as Exhibit "C",
and all reasonable modifications and additions to the Rules from time to time
put into effect by Landlord. Landlord shall not be responsible to Tenant for the
non-performance of any of the Rules by any other occupant or tenant of the
Project.

22.      HOLDING OVER.

         22.1     Surrender of Possession. Tenant shall surrender possession of
the Premises immediately upon the expiration or earlier termination of the
Lease. If Tenant shall continue to occupy or possess the Premises after such
expiration or termination without the consent of Landlord, then Tenant shall be
a tenant at will, but if Landlord has consented to such holdover in writing,
Tenant shall be a tenant from month-to-month. All the terms, provisions and
conditions of the Lease shall apply to the month-to-month tenancy except those
terms, provisions and conditions pertaining to the Term, except that the Rental
shall be immediately adjusted upward upon the expiration or earlier termination
of the Lease to equal the greater of (a) one hundred and twenty five percent
(125%) of the then prevailing monthly rental rate for similar commercial space,
as determined by the Landlord, or (b) one hundred and twenty five percent (125%)
of the Rental for the Premises in effect under this Lease on the day immediately
prior to the date of the expiration or earlier termination of the Lease. The
month-to-month tenancy may be terminated by Landlord or Tenant upon thirty (30)
days prior written notice to the nonterminating party. In the event that Tenant
fails to surrender the Premises upon such expiration or earlier termination,
then Tenant shall indemnify and hold Landlord harmless against all losses or
liability resulting from or arising out of Tenant's failure to surrender the
Premises, including, but not limited to, any amounts required to be paid to or
damages incurred due to the loss of any tenant or prospective tenant who was to
have occupied the Premises after said termination or expiration and any related
reasonable attorneys' fees and brokerage commissions.

         22.2     Payment of Money After Termination. No payment of money by
Tenant to Landlord after the termination of the Lease by Landlord, or after the
giving of any notice of termination to Tenant by Landlord which Landlord is
entitled to give Tenant under the Lease, shall reinstate, continue or extend the
Term of the Lease or shall affect any such notice given to Tenant prior to the
payment of such money, it being agreed that after the service of such notice or
the commencement of any suit by Landlord to obtain possession of the Premises,
Landlord may receive and collect when due any and all payments owed by Tenant
under the Lease, and otherwise exercise its rights and remedies. The making of
any such payments by Tenant shall not waive such notice, or in any manner affect
any pending suit or judgment obtained.

23.      INSPECTIONS AND ACCESS.

         Landlord may enter the Premises at all reasonable hours for any
reasonable purpose. Tenant, upon Landlord's 24-hour advance notice, shall permit
Landlord an entry into the Premises. In the event of an emergency, Landlord may
enter the Premises without any advance notice if accompanied by a bank officer
or a police or fire department officer. Tenants shall have access to the
Premises seven (7) days

                                       19

<PAGE>

per week and twenty four (24) hours per day, subject to compliance by Tenant
with the security services furnished with respect to the Building pursuant to
Paragraph 32.1 below.

24.      NAME OF BUILDING AND PROJECT AND SIGNAGE.

         Except as provided in Section 12 of the Lease Summary herein and above,
Tenant shall not use any name, insignia, or logotype of the Building or the
Project for any purpose or use any picture of the Building or the Project in its
advertising, stationery or any other manner without the prior written consent of
Landlord. Landlord expressly reserves the right, in Landlord's sole and absolute
discretion, at any time to change the name, insignia, logotype, of the Building
or the Project without in any manner being liable to Tenant. Landlord will
notify Tenant in writing one hundred and eighty (180) days prior to any such
change. Tenant shall be entitled to install, at its sole cost and expense, (a)
building signage on the place designated by Landlord. The design of such signage
shall be mutually agreed upon by Landlord and Tenant and subject to all
applicable governmental approvals.

25.      SURRENDER OF LEASE.

         The voluntary or other surrender of the Lease by Tenant, or a mutual
cancellation of the Lease, shall not work a merger, and shall, at the option of
Landlord, terminate all or any existing subleases or subtenancies, or may, at
the option of Landlord, operate as an assignment to it of Tenant's interest in
any or all such subleases or subtenancies.

26.      WAIVER.

         The waiver by Landlord or Tenant of any term, covenant, agreement or
condition contained in this Lease shall not be deemed to be a waiver of any
subsequent breach of the same or of any other term, covenant, agreement,
condition or provision of this Lease, nor shall any custom or practice which may
develop between the parties in the administration of the Lease be construed to
waive or lessen the right of Landlord or Tenant to insist upon the performance
by the other in strict accordance with all of the terms, covenants, agreements,
conditions, and provisions of the Lease. The subsequent acceptance by Landlord
of any payment owed by Tenant to Landlord under the Lease, or the payment of
Rent by Tenant, shall not be deemed to be a waiver of any preceding breach by
Tenant of any term, covenant, agreement, condition or provision of the Lease,
other than the failure of Tenant to make the specific payment so accepted by
Landlord, regardless of Landlord's or Tenant's knowledge of such preceding
breach at the time of the making or acceptance of such payment.

27.      SALE BY LANDLORD.

         In the event Landlord shall sell, assign, convey or transfer all or a
part of his interest in the Project or any part of the Project, Tenant agrees to
attorn to such transferee, assignee or new owner, and upon consummation of such
sale, conveyance or transfer, Landlord shall automatically be freed and relieved
from all liability and obligations accruing or to be performed from and after
the date of such sale, transfer, or conveyance. In the event of such sale,
assignment, transfer or conveyance, Landlord shall transfer to such transferee,
assignee or new owner of the Project the balance of the Security Deposit, if
any, remaining after lawful deductions and in accordance with Civil Code
Section 1950.7, after notice to Tenant, and Landlord shall thereupon be relieved
of all liability with respect to the Security Deposit.

28.      NO LIGHT AND AIR EASEMENT.

         Any diminution or shutting off of light or air by any structure which
may be erected on lands adjacent to or in the vicinity of the Project shall not
affect the Lease, abate any payment owed by Tenant under the Lease or otherwise
impose any liability on Landlord.

29.      FORCE MAJEURE.

         One party shall not be chargeable with, liable for, or responsible to
the other party for anything or in any amount for any failure to perform or
delay caused by: fire; earthquake; explosion; flood; hurricane;

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<PAGE>

the elements; acts of God or the public enemy; actions, restrictions,
limitations or interference of governmental authorities or agents; war;
invasion; insurrection; rebellion; riots; strikes or lockouts; inability to
obtain necessary materials, goods, equipment, services, utilities or labor; or
any other cause which is beyond the reasonable control of the party; and any
such failure or delay due to said causes or any of them shall not be deemed a
breach of default in the performance of the Lease by the party.

30.      ESTOPPEL CERTIFICATES.

         Tenant shall, at any time and from time to time, but in no event more
than three (3) times per year, upon request of Landlord, within thirty (30) days
following notice of such request from Landlord, execute, acknowledge and deliver
to Landlord in recordable form, a certificate (the "Estoppel Certificate") in
writing in the form of the attached Exhibit "D" or in such other form as
Landlord or any of its lenders, prospective purchasers, lienholders or assignees
may deem appropriate. Failure by Tenant to deliver the Estoppel Certificate
within such thirty (30) day period shall be deemed to conclusively establish
that this Lease is in full force and effect and has not been modified except as
may be represented by Landlord. Tenant's failure to deliver the Estoppel
Certificate within such thirty (30) day period shall, at the option of Landlord,
constitute an Event of Default. Tenant irrevocably constitutes and appoints
Landlord as its special attorney-in-fact to execute and deliver the Estoppel
Certificate to any lender, purchaser, investor or lienholder if the Estoppel
Certificate is not executed by Tenant and delivered to Landlord within the 7 day
period; but such appointment and subsequent execution and delivery by Landlord
shall not be deemed to have cured any default by Tenant under this Paragraph 30.

31.      PARKING LOT.

         So long as Tenant complies with the terms, provisions and conditions of
the Lease, Landlord shall maintain and operate, or cause to be maintained and
operated, the automobile parking lot.

32.      SECURITY SERVICES.

         32.1     Landlord's Right to Furnish Security Services. Landlord,
without any obligation to do so and in his sole discretion, may furnish security
services for the Premises, the Building and/or the Project. Tenant shall
nevertheless have sole responsibility for the protection of itself, Tenant's
Employees and all property of Tenant and Tenant's Employees located in, on or
about the Premises, the Building or the Project, and the provisions of Paragraph
14.3 above.

         32.2     Tenant's Right To Install Security System. Tenant may install
any automated and/or non-automated security system in, on or about the Premises.

33.      NOTICES.

         All notices, requests, consents, approvals, payments in connection with
the Lease, or communications that either party desires or is required or
permitted to give or make to the other party under the Lease shall only be
deemed to have been given, make and delivered, when received, if personally
served, or when mailed, if deposited in the U. S. mail, certified or registered
mail, postage prepaid, and addressed to the parties as specified in Section 10
of the Lease Summary or to such other address or addresses as either Landlord or
Tenant may from time to time designate to the other by written notice in
accordance herewith.

34.      OPTION AND RIGHT OF FIRST REFUSAL TO PURCHASE.

         Tenant does not have any option to purchase the Building.

35.      RIGHT OF FIRST REFUSAL TO LEASE.

         Tenant does not have any right of first refusal to lease.

36.      RIGHT TO TERMINATE LEASE.

         [intentionally omitted.]

                                       21

<PAGE>

37.      CLEANING.

         The Premises shall be thoroughly cleaned at Landlord's expense both
prior to and immediately following Tenant's move into the Premises. Tenant shall
not cause or allow the Premises to become unreasonably dirty.

38.      MISCELLANEOUS.

         38.1     Authorization To Sign Lease. If Tenant is a corporation, each
individual executing the Lease on behalf of Tenant represents and warrants that
he/she is duly authorized to execute and deliver the Lease on behalf of Tenant
in accordance with Tenant's bylaws or a duly adopted resolution of Tenant's
Board of Directors, and that the Lease is binding upon Tenant in accordance with
its terms. Tenant shall, concurrently with its execution of the Lease, deliver
to Landlord upon its request a certified copy of such bylaws or the resolution
of its Board of Directors authorizing the execution of the Lease. If Tenant is a
partnership or trust, each individual executing the Lease on behalf of Tenant
represents and warrants that he/she is duly authorized to execute and deliver
the Lease on behalf of Tenant in accordance with its terms. Tenant shall,
concurrently with its execution of the Lease, deliver to Landlord upon its
request such certificates or written assurances from the partnership or trust as
Landlord may request authorizing the execution of the Lease.

         38.2     Entire Agreement. The Lease contains the entire agreement
between the parties respecting the Premises and all other matters covered or
mentioned in the Lease. The Lease may not be altered, changed or amended except
by an instrument in writing signed by both parties hereto.

         38.3     Severability. The illegality, invalidity or unenforceability
of any term, condition, or provision of the Lease shall in no way impair or
invalidate any other term, condition or provision of the Lease, and all such
other terms, conditions and provisions shall remain in full force and effect.

         38.4     Covenants and Conditions. All provisions, whether covenants or
conditions, on the part of Tenant shall be deemed to be both covenants and
conditions.

         38.5     Gender and Headings. The words "Landlord" and "Tenant" as used
herein shall include the plural as well as the singular and, when appropriate,
shall refer to action taken by or on behalf of the Landlord or Tenant by their
respective employees, agents, or authorized representatives. Words in masculine
gender include the feminine and neuter and vice versa. If there is more than one
Tenant, the obligations hereunder imposed upon Tenant shall be joint and
several. The paragraph headings of the Lease are not a part of the Lease and
shall have no effect upon the construction or interpretation of any part hereof.

         38.6     Successors and Assigns. Subject to the provisions of Pars. 12
and 27 above, and except as otherwise provided to the contrary in this Lease,
the terms, conditions and agreements of this Lease shall apply to and bind the
heirs, successors, legal representatives and permitted assigns of the parties
hereto.

         38.7     Governing Law. The Lease shall be governed by and construed
pursuant to the laws of the State of California.

         38.8     Exhibits. Exhibits "A", "B", "C", "D," "E" "F" and "G" and any
riders attached to the Lease, are hereby incorporated by this reference and made
a part of the Lease. In the event of variation or discrepancy, the duplicate
original hereof (including Exhibits, if any) held by Landlord shall control.

         38.9     Modification For Lender. Upon Landlord's request, Tenant
agrees to modify this Lease to meet the reasonable requirements of any or all
lenders or ground lessors selected by Landlord who request such modification as
a condition precedent to providing any loan or financing or to entering into any
ground lease affecting or encumbering the Project or any part thereof, provided
that such modification does not: (a) increase the Rental, (b) alter the Term, or
(c) materially adversely affect Tenant's rights under this Lease.

                                       22

<PAGE>

         38.10    Transportation System Management Program. Tenant hereby
covenants and agrees, at its sole cost and expense, to participate in and
cooperate with the requirements of any and all transportation system management
programs adopted for the Project.

         38.11    Quiet Enjoyment. Landlord agrees that if Tenant shall perform
all of the covenants and agreements herein required to be performed by Tenant,
Tenant shall, subject to the terms of this Lease, and any mortgagees, at all
during the continuance of this Lease have the peaceable and quiet enjoyment of
the Premises.

         38.12    No Recordation. Landlord and Tenant agree that in no event and
under no circumstances shall this Lease or any document giving notice of this
Lease be recorded by Tenant.

         38.13    Time Is Of The Essence. Subject of the provisions of Paragraph
 29 above, time shall be of the essence of the Lease and of each of the
provisions hereof.

         38.14    Cumulative Remedies. No remedy or election provided, allowed
or given by any provision of the Lease shall be deemed exclusive unless so
indicated, but shall, whenever possible, be cumulative with all other remedies
at law or in equity.

         38.15    Nondiscrimination And Nonsegregation. Tenant herein covenants
by and for itself, its administrators, successors and assigns, and all persons
claiming under or through it, and this Lease is made and accepted upon and
subject to the following conditions: that there shall be no unlawful
discrimination against or segregation of any person or group of persons, on
account of age, race, color, creed, religion, sex, sexual orientation, handicap,
marital status, national origin, or ancestry, in the leasing, subleasing,
transferring, use, occupancy, tenure, or enjoyment of the Premises herein
leases, nor shall Tenant itself, or any person claiming under or through it,
establish or permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, use, or
occupancy, of tenants, lessees, subtenants, or vendees in the Premises and
improvements herein leased.

         38.16    Survival. The terms, covenants, and provisions of Paragraphs
6.4, 9, 14.4, 22.1 and 34.9 shall survive the expiration or earlier termination
of the Lease.

         38.17    Confidentiality. Except as required by law, as such laws are
interpreted by Tenant's legal counsel, this Lease and the terms, covenants,
obligations, and conditions contained in this Lease shall remain strictly
confidential. Tenant and Landlord agrees to keep such terms, covenants,
obligations and conditions strictly confidential and not to disclose such
matters to any other landlord, tenant, prospective tenant, or broker. Provided,
however, Tenant may provide a copy of this Lease to a non-party solely in
conjunction with Tenant's reasonable and good faith effort to secure an assignee
or sublessee for the Premises.

                        [SPACE INTENTIONALLY LEFT BLANK]

                                       23
<PAGE>

         38.18    Broker And Commission. Tenant and Landlord each represents and
warrants that it has dealt with no broker, agent or finder on account of this
Lease other than the Brokers identified in Section 8 of the Lease Summary, and
each agrees to defend, indemnify and hold harmless the other from and against
any and all claims, damages and costs, including attorneys' fees, in connection
with any claim for brokerage, finder's or similar fees, or compensation related
to this Lease other than from the Broker, which may be made or alleged as a
result of acts or omissions of that party.

                  IN WITNESS WHEREOF, the parties have executed this Lease as of
the date first above written, acknowledged that party has carefully read each
and every provision of the Lease, that each party has freely entered into the
Lease of its own free will and violation, and that the terms, conditions and
provisions of the Lease are commercially reasonable as of the date first above
written.

         "LANDLORD"                                     "TENANT"

                                              NARA BANK,
                                              a National Association

________________________________              By:_______________________________
JOSEPH J. CHO, an individual                     ___________________________,
                                                  Its authorized agent

                                       24

<PAGE>

                                   EXHIBIT "A"

                              BUILDING AND PROJECT

                              [See following page]

                                      A-1

<PAGE>

                                   EXHIBIT "B"

                                    PREMISES

                             [See following page(s)]

                                      B-1

<PAGE>

                                   EXHIBIT "C"

                              RULES AND REGULATIONS

         1. The sidewalks, entrances, exits, passages, parking areas, courts,
elevators, vestibules, stairways, corridors, terraces, lobbies or halls shall
not be obstructed or used for any purpose other than ingress and egress. The
halls, passages, entrances, exits, elevators and stairways are for the use of
the general public, however, Landlord shall retain the right to control and
prevent access thereto of all persons whose presence, in the reasonable judgment
of Landlord, is deemed to be prejudicial to the safety, character, reputation
and interests of the Building and its tenants. No Tenant or any of Tenant's
Employees shall go up on the roof of the Building.

         2. No signs, picture, placard, advertisement, notice, lettering,
direction or handbill shall be exhibited, distributed, painted, installed,
displayed, inscribed, placed or affixed by any Tenant on any part of the
exterior of Premises, the Building or the Project without the prior written
consent of Landlord, which consent shall not be unreasonably delayed, withheld
or denied. In the event of the violation of the foregoing by Tenant, Landlord
may remove the same without any liability, and may charge the expense incurred,
for such removal, to Tenant. Interior signs on doors shall be inscribed, painted
or affixed for Tenant by Landlord at Tenant's sole cost and expense, and shall
be of a size, color and style acceptable to Landlord.

         3. Tenant shall not drill into, or in any way deface any part of the
Premises or Building. No boring, cutting or stringing of wires, except for
customary boring, cutting or stringing, or laying of linoleum or other similar
floor coverings shall be permitted, except with the prior written consent of
Landlord.

         4. No bicycles, vehicles, birds or animals of any kind, other than
seeing eye dogs, shall be brought into or kept in or about the Premises, or the
Building, and no cooking, except the use of microwave oven for Tenant's employee
use, shall be done or permitted by Tenant on the Premises, except that of the
preparation of coffee, tea, hot chocolate and similar items for Tenant and
Tenant's Employees shall be permitted; provided, however, that the power
required shall not exceed that amount which can be provided by a 30-amp circuit.
Tenant shall not cause or permit any unusual or objectionable odors to be
produced or to permeate the Premises or the Building.

         5. The Premises shall not be used for manufacturing or for the storage
of merchandise except as much storage may be incidental to the use of the
Premises for general office purposes. No Tenant shall occupy or permit any
portion of the Premises to be occupied as an office for a public stenographer or
typist or for the manufacture or sale of liquor, narcotics or tobacco in any
form, or as a medical office, or as a barber or manicure shop, or as an
employment bureau, or as a travel agency, without the prior written consent of
Landlord. Tenant shall not sell or permit the sale of newspapers, magazines,
periodicals, theater tickets or any other goods or merchandise in or on the
Premises. Tenant shall not engage or pay any employees on the Premises except
those actually working for Tenant on the Premises. The Premises shall not be
used for lodging or sleeping or for any illegal purposes.

         6. Tenant shall not make or permit to be made, any unseemly noises
which disturb other occupants of the Building, whether by the use of any musical
instrument, radio, television, phonograph, screening room, loud, unusual or
disruptive noise, or in any other way. Tenant shall not use, keep or permit to
be used any foul or noxious gas or substance in, on or about the Premises.

         7. Tenant or any of Tenant's Employees shall not at any time bring or
keep within the Premises or the Building any flammable, combustible or explosive
fluid, chemical substance, or material. Electric space heaters shall not be used
at any time by Tenant.

         8. Furniture, freight, packages, equipment, safes or bulky matter of
any description shall be moved in or out of the Building only after the Building
manager has been furnished with prior notice and given his/her approval and only
during such hours and in such manner as may be prescribed by the Landlord from
time to time. The scheduling and manner of all tenant move-ins and move-outs
shall be subject to the reasonable discretion and approval of Landlord.

         9. No furniture shall be placed in front of the Building, or in any
lobby or corridor or balcony,

                                      X-1

<PAGE>

without the prior written consent of Landlord. Landlord shall have the right to
remove all non-permitted furniture, without notice to Tenant, and at the sole
cost and expense of Tenant.

         10. Except for advertising customary for banks, including those of
Korean-American banks Landlord shall have the right to prohibit any advertising
by Tenant which, in Landlord's reasonable opinion, tends to impair the
reputation of the Building or its desirability as an commercial building and,
upon written notice from Landlord, Tenant shall immediately refrain from or
discontinue such advertising.

         11. Tenant shall be responsible for all persons for whom it causes to
be present in the Building and shall be liable to Landlord for all acts of such
persons. In the case of invasion, riot, public excitement, act of God, or other
circumstance rendering such action advisable in Landlord's opinion, Landlord
reserves the right to prevent access of all persons, including Tenant, to the
Building during the continuance of the same by such actions as Landlord may deem
appropriate, including the closing and locking of doors.

         12. Any persons employed by Tenant to do any improvement work in or
about the Premises shall, while in the Building and outside of the Premises, be
subject to and under the control and direction of the superintendent of the
Building (but shall not be deemed to be an agent or servant of said
superintendent or of the Landlord), and Tenant shall be responsible for all acts
of such persons.

         13. Canvassing, soliciting and peddling in or about the Building are
prohibited and Tenant shall cooperate to prevent the same.

         14. No air conditioning unit or other similar apparatus shall be
installed or used by Tenant without the prior written consent of Landlord.

         15. Tenant shall faithfully observe and comply with the terms of any
and all covenants, conditions and restrictions recorded against the Project.

         16. For all purposes of this Exhibit "C", the term "Tenant" shall be
defined to include and encompass Tenant's employees, agents and contractors.

                                      X-2
<PAGE>
                                   EXHIBIT "D"

                              ESTOPPEL CERTIFICATE

                                                            DATE:_______________

Gentlemen:

         The undersigned hereby certifies as follows:

         1. ____, a ____, as "Tenant," and ____, a ____, as "Landlord," entered
into a written lease dated ____, 200_, ("Lease"), in which Landlord leased to
Tenant and Tenant leased from Landlord, certain "Premises" described in said
Lease and located in the City of Los Angeles, County of Los Angeles, State of
California.

         2. The Lease is in full force and effect and has not been amended,
modified, supplemented or assigned by Tenant except by written agreement(s)
dated, ____, 200_. The Lease represents the entire agreement between Landlord
and Tenant.

         3. Tenant has accepted the Premises and is paying rent on a current
basis. Tenant has no setoffs, claims, or defenses to the enforcement of the
Lease.

         4. As of the date of this certificate, Tenant is not in default in the
performance of any of its obligations under the Lease, and has not committed any
breach of the Lease, and no notice of default has been given to Tenant.

         5. Rental (as defined in the Lease) in the amount of $____ was payable
from ____, 200_. No Rental has been paid by Tenant in advance under the Lease
except for a payment that becomes due on ____, 200_. The amount of the Operating
Expense Adjustment (as defined in the Lease) currently payable by Tenant is
$____ per month and Tenant has paid such amounts up to and including ____. A
Security Deposit in the amount of $____ was deposited with Landlord on ____,
200_.

         6. Tenant has no claim against Landlord for any other security deposit,
prepaid fee or charge or prepaid rent except as provided in Paragraph 6 of this
certificate.

         7. Tenant is executing and delivering this certificate with the
understanding that either a potential buyer is contemplating acquiring all or a
part of the Project or a potential lender or ground lessor is contemplating
providing financing or a ground lease which affects the Building and/or the
Project and that said buyer, lender or ground lessor will be entering into said
transaction in material reliance on this certificate.

                                              "TENANT"

                                              ______________________________
                                              a ____________________________

                                              By:___________________________
                                              Its:__________________________

                                      A-1

<PAGE>

                                   EXHIBIT "E"

                           NOTICE OF LEASE TERM DATES

                                                        DATE:___________________

To: __________, Inc.
    _________________
    _________________

Re:      Lease dated ____, 200_, between ____________, a _____, Landlord, and
         ____, a ____, Tenant, concerning ____ square feet of space located on
         the ____ and ____ floors of the building located at ____.

Gentlemen:

         In accordance with the subject Lease, we wish to advise and/or confirm
as follows:

         1.       That the Premises have been accepted herewith by the Tenant,
                  and that the Rentable Area of the Premises is ____.

         2.       That the Tenant has possession of the subject Premises and
                  acknowledges that under the provisions of the subject Lease,
                  the Term of said Lease commenced as of ____ for a term of ____
                  months, ending on ____, 200_.

         3.       That in accordance with the subject Lease, Rental commenced to
                  accrue on ____.

         4.       If the Commencement Date of the subject Lease is other than
                  the first day of the month, the first billing will contain a
                  pro rata adjustment. Each billing thereafter shall be for the
                  full amount of the monthly installment as provided for in said
                  Lease.

         5.       Rent is due and payable in advance on the first day of each
                  and every month during the Term of said Lease. Your rent
                  checks should be made payable to ____.

                                              "TENANT"

                                              ______________________________
                                              a ____________________________

                                              By:___________________________
                                              Its:__________________________

AGREED AND ACCEPTED:

"LANDLORD"

________________________________
a ______________________________

By:_____________________________
Its:____________________________
    _______

                                      E-1

<PAGE>

                                   EXHIBIT "F"

                                 LANDLORD'S WORK

                                      E-1

<PAGE>

                                   EXHIBIT "G"

                                     SIGNAGE

                                      E-2

<PAGE>

                                    EXHIBIT F

                                 LANDLORD'S WORK

Landlord shall, at Landlord's sole cost and expense, deliver the Premises in
standard "vanilla shell" condition and shall complete the following in a workman
like manner, conforming with Tenant's plans and specifications and all local,
state, and national codes and UL and NFPA requirements, where applicable.

         1.       Structural: Building shall be structurally capable of carrying
                  roof loads contemplated by the Tenant's prototype.

         2.       Demising Wall(s): Construct 1 hour rated demising wall(s) per
                  local code requirements..

         3.       Storefront: Frame with doorways and panic hardware and glazing
                  as specified by Landlord.

         4.       Floor: Level and concrete slab on one elevation.

         5.       Restrooms: Stub out of one (1) complete unisex, ADA,
                  handicap-access restroom at a mutually acceptable location.

         6.       HVAC: One (1) ton of HVAC for every 300 square feet of leased
                  Premises, ready for distribution by Tenant.

         7.       Electrical: Stub out of service and switchgear for 400 AMP,
                  3-Phase, 4-Wire, 120/208 Volt electrical service for the
                  Premises and J-Boxes for Tenant's signage.

         8.       Water:

                  a.       Domestic: Minimum 1" service stubbed into Premises
                           with 1' meter and backflow devices.

         9.       Sewer: Stub out of a minimum 4" sanitary sewer for the
                  Premises.

         10.      Gas: Minimum 2,000 C.F.H. with properly sized piping stubbed
                  at the front of the building.

         11.      Telephone: Minimum 2" conduit stub out at the building
                  electrical room.