EXHIBIT 10.16







                           OFFICE LEASE

             439 ALVARADO STREET, MONTEREY, CALIFORNIA



         CALIFORNIA BANK & TRUST, a California corporation

                           as Landlord,

                                and

                      CENTRAL COAST BANCORP.,
                   a California corporation dba
               COMMUNITY BANK OF CENTRAL CALIFORNIA,


                            as Tenant.
























                SUMMARY OF BASIC LEASE INFORMATION

      The  undersigned  hereby agree to the following terms of this
Summary of Basic Lease  Information (the  "Summary").  This Summary
is  hereby  incorporated  into  and  made  a part  of the  attached
Office  Lease  (this  Summary  and the  Office  Lease  to be  known
collectively   as  the  "Lease")   which  pertains  to  the  office
building  (the  "Building")   which  is  located  at  439  Alvarado
Street,  Monterey,  California  93940. Each reference in the Office
Lease to any term of this  Summary  shall  have the  meaning as set
forth in this  Summary  for such  term.  In the event of a conflict
between the terms of this Summary and the Office  Lease,  the terms
of the Office  Lease  shall  prevail.  Any  capitalized  terms used
herein and not otherwise  defined  herein shall have the meaning as
set forth in the Office Lease.




          TERMS OF LEASE
  (References are to the Office
              Lease)                          DESCRIPTION

1.    Date:                        November 18, 2002.

2.    Landlord:                    CALIFORNIA BANK & TRUST, a
                                   California corporation.

3.    Address of Landlord          California Bank & Trust
      (Section 29.19):             300 Lakeside Drive, 8th Floor
                                   Oakland, California 94612
                                   Attention: Ms. Victoria Underwood,
                                           Vice President

                                   with a copy to:

                                   California Bank & Trust
                                   11622 El Camino Real, Suite 200
                                   San Diego, California 92130
                                   Attention: Mr. David Russell
                                           Senior Vice President,
                                           Director
                                           of Corporate Real Estate
                                           Facilities

4.    Tenant:                      CENTRAL COAST BANCORP., a
                                   California corporation, dba
                                   COMMUNITY BANK OF CENTRAL
                                   CALIFORNIA

5.    Address of Tenant            301 Main Street
      (Section 29.19):             Salinas, California 93901
                                   Attention:  Mr. Harry Wardwell
                                   (Prior to Lease Commencement Date)

                                   and

                                   439 Alvarado Street
                                   Monterey, California 93940
                                   Attention:  Branch Manager
                                   (After Lease Commencement Date)

6.    Premises (Article 1):        Approximately    5,731    rentable
                                   square  feet of space  located  on
                                   the first  floor,  as set forth in
                                   Exhibit A attached hereto.

7.    Term (Article 2).

      7.1  Lease Term:             Five (5) years.

      7.2  Lease                   Commencement The earlier of (i)the   date
      Date:                        Tenant  commences  business in the
                                   Premises,    and   (ii) January 1,
                                   2003.

      7.3  Lease Expiration Date:  The  last  day  of  the  month  in
                                   which the 5th  anniversary  of the
                                   Lease Commencement Date occurs.

8.    Base Rent (Article 3):

                                                         Monthly
                                        Monthly        Rental Rate
                       Annual         Installment      per Rentable
   Lease Year        Base Rent       of Base Rent      Square Foot

        1           $168,491.40       $14,040.95          $2.45*

* Subject to increase as provided in Section 3.2 of the Office Lease

9.    Tenant's Share of Direct     Approximately 49%
      Expenses
      (Article 4):

10.   Security Deposit:            Waived.

11.   Parking Pass Ratio           Thirteen (13) unreserved parking
      (Article 28):                passes.

12.   Brokers                      None.
      (Section 29.23):

      The  foregoing  terms of this Summary are hereby agreed to by
Landlord and Tenant.

                               "Landlord":


                               CALIFORNIA BANK & TRUST,
                               a California corporation


                               By:   /s/ DAVID RUSSELL
                                  David Russell, Sr. Vice
                                  President, Director of Corporate
                                  Real Estate Facilities


                               By:          /s/ VICTORIA UNDERWOOD
                                  Victoria Underwood, Vice
                                  President



                               "Tenant":


                               CENTRAL COAST BANCORP., a
                               California corporation, dba
                               COMMUNITY BANK OF CENTRAL CALIFORNIA


                               By:    /s/ HARRY O. WARDWELL
                                   Its: S.V.P. Branch Administrator


                               By:    /s/ CAROL FRANCHI
                                   Its:      S.V.P.      Operations
                                   Administrator



                     Table of Contents

ARTICLE 1  REAL PROPERTY, BUILDING AND PREMISES..................1

ARTICLE 2  LEASE TERM............................................1

ARTICLE 3  BASE RENT.............................................3

ARTICLE 4  ADDITIONAL RENT.......................................4

ARTICLE 5  USE OF PREMISES.......................................7

ARTICLE 6  SERVICES AND UTILITIES................................8

ARTICLE 7  REPAIRS...............................................9

ARTICLE 8  ADDITIONS AND ALTERATIONS.............................9

ARTICLE 9  COVENANT AGAINST LIENS...............................10

ARTICLE 10 INSURANCE............................................11

ARTICLE 11 DAMAGE AND DESTRUCTION...............................12

ARTICLE 12 NONWAIVER............................................13

ARTICLE 13 CONDEMNATION.........................................14

ARTICLE 14 ASSIGNMENT AND SUBLETTING............................14

ARTICLE 15 SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL OF
           TRADE FIXTURES.......................................17

ARTICLE 16 HOLDING OVER.........................................17

ARTICLE 17 ESTOPPEL CERTIFICATES................................17

ARTICLE 18 SUBORDINATION........................................18

ARTICLE 19 DEFAULTS; REMEDIES...................................18

ARTICLE 20 COVENANT OF QUIET ENJOYMENT..........................20

ARTICLE 21 ENVIRONMENTAL WORK...................................20

ARTICLE 22 TERMINATION ON SALE..................................20

ARTICLE 23 SIGNS................................................21

ARTICLE 24 COMPLIANCE WITH LAW..................................21

ARTICLE 25 LATE CHARGES.........................................21

ARTICLE 26 LANDLORD'S RIGHT TO CURE DEFAULT; PAYMENTS BY
           TENANT...............................................22

ARTICLE 27 ENTRY BY LANDLORD....................................22

ARTICLE 28 TENANT PARKING.......................................22

ARTICLE 29 MISCELLANEOUS PROVISIONS.............................23

ARTICLE 30 PURCHASE OPTION......................................25


EXHIBITS

EXHIBIT A..OUTLINE OF FLOOR PLAN OF PREMISES
EXHIBIT B..NOTICE OF LEASE TERM DATES
EXHIBIT C..RULES AND REGULATIONS




                          Index
Additional Rent..................................................5
Affiliate.......................................................22
Affiliated Assignee.............................................22
Alterations.....................................................12
Ancillary Areas.................................................10
Base Rent........................................................4
BOMA.............................................................1
Brokers.........................................................33
Building.........................................................1
Bureau...........................................................5
Calendar Year....................................................5
Common Areas.....................................................1
Control.........................................................22
Direct Expenses..................................................5
Environmental Work..............................................26
Estimate.........................................................8
Estimate Statement...............................................8
Estimated Expense................................................9
Expense Year.....................................................5
Five Star.......................................................27
Force Majeure...................................................32
Holidays........................................................10
Index............................................................5
Interest Notice..................................................3
Landlord.........................................................1
Landlord Parties................................................14
Lease............................................................1
Lease Commencement Date..........................................2
Lease Expiration Date............................................2
Lease Term.......................................................2
Lease Year.......................................................2
Notices.........................................................32
Operating Expenses...............................................6
Option Notice....................................................2
Option Rent......................................................2
Option Rent Notice...............................................3
Option Terms.....................................................2
Original Tenant..................................................2
Outside Agreement Date...........................................3
Parking Facilities...............................................1
Premises.........................................................1
Proposition 13...................................................7
Real Property....................................................1
Rent.............................................................5
Rules and Regulations............................................9
Statement........................................................8
Subject Space...................................................19
Subleasing Costs................................................20
Summary..........................................................1
Systems and Equipment............................................7
Tax Expenses.....................................................7
Tenant...........................................................1
Tenant Improvements.............................................12
Tenant's Share...................................................8
Tenant's Signage................................................27
Transfer Notice.................................................19
Transfer Premium................................................20
Transferee......................................................19
Transfers.......................................................19




                           OFFICE LEASE

      This Office Lease,  which  includes the preceding  Summary of
Basic  Lease  Information  (the  "Summary")   attached  hereto  and
incorporated  herein  by  this  reference  (the  Office  Lease  and
Summary  to  be  known  sometimes  collectively  hereafter  as  the
"Lease"),  dated  as of the  date set  forth  in  Section 1  of the
Summary,  is  made  by  and  between  CALIFORNIA  BANK &  TRUST,  a
California  corporation  ("Landlord"),  and CENTRAL COAST BANCORP.,
a California  corporation dba COMMUNITY BANK OF CENTRAL  CALIFORNIA
("Tenant").

ARTICLE 1..
               REAL PROPERTY, BUILDING AND PREMISES
1.1   Real  Property,  Building and  Premises.  Upon and subject to
the terms,  covenants and conditions  hereinafter set forth in this
Lease,  Landlord  hereby  leases to Tenant and Tenant hereby leases
from  Landlord  the  premises set forth in Section 6 of the Summary
(the  "Premises"),  which  Premises are located in the  "Building,"
as that term is defined in the  Summary.  The  outline of the floor
plan of the  Premises is set forth in  Exhibit A  attached  hereto.
The  Building,   the  parking   facilities   serving  the  Building
("Parking   Facilities"),   the  outside  areas,   land  and  other
improvements  surrounding  the Building which are  designated  from
time  to  time  by  Landlord  as  common  areas  appurtenant  to or
servicing  the  Building,  and  the  land  upon  which  any  of the
foregoing  are   situated,   are  herein   sometimes   collectively
referred to as the "Real  Property."  Tenant is hereby  granted the
right  to  the   nonexclusive  use  of  the  common  corridors  and
hallways,  stairwells,  elevators,  restrooms  and other  public or
common  areas  located  on  the  Real  Property  ("Common  Areas");
provided,  however,  that the manner in which such Common Areas are
maintained  and  operated  shall  be  at  the  sole  discretion  of
Landlord  and the use  thereof  shall be  subject to such Rules and
Regulations  as  Landlord  may make  from  time to  time.  Landlord
reserves  the  right  to make  alterations  or  additions  to or to
change  the  location  of  elements  of the Real  Property  and the
Common Areas.
1.2   Condition  of  the  Premises.  Tenant  agrees  to  lease  the
Premises in its current "as is"  condition and Tenant  acknowledges
that  the  Premises  is  acceptable  for the  conduct  of  Tenant's
intended  business  operations.  Except as  specifically  set forth
in this Lease,  Landlord  shall not be  obligated to provide or pay
for any  improvement  work or services  related to the  improvement
of the Premises.  Tenant also  acknowledges  that Landlord has made
no  representation  or  warranty  regarding  the  condition  of the
Premises or the Building except as  specifically  set forth in this
Lease.
1.3   Verification  of  Rentable  Square  Feet  of  Premises  and
Building.  For  purposes  of this  Lease,  "rentable  square  feet"
shall be calculated  pursuant to the Standard  Method for Measuring
Floor  Area in Office  Buildings,  ANSI Z65.1 - 1996  ("BOMA").  At
Landlord's  discretion,  the number of rentable  square feet of the
Premises and the  Building  shall be subject to  verification  from
time to time by Landlord's space measurement  consultant,  and such
verification  shall be made in  accordance  with the  provisions of
this  Article 1.  Tenant's  architect  may consult with  Landlord's
space measurement  consultant regarding  verification of the number
of   rentable   square   feet  of  the   Premises;   however,   the
determination of Landlord's space  measurement  consultant shall be
conclusive  and  binding  upon  the  parties.  In  the  event  that
Landlord's  space  measurement   consultant   determines  that  the
amounts  thereof  shall be  different  from those set forth in this
Lease,  Landlord shall modify all amounts,  percentages and figures
appearing  or  referred  to  in  this  Lease  to  conform  to  such
corrected rentable square footage  (including,  without limitation,
the amount of the "Rent," as that term is defined in  Article 4  of
this Lease).  If such  modification  is made,  it will be confirmed
in writing by Landlord to Tenant.

ARTICLE 2..
                            LEASE TERM
2.1   Initial  Term.  The terms and  provisions of this Lease shall
be  effective  as  of  the  date  of  this  Lease  except  for  the
provisions  of this Lease  relating  to the  payment  of Rent.  The
term of this  Lease  (the  "Lease  Term")  shall be as set forth in
Section 7.1  of the  Summary  and shall  commence  on the date (the
"Lease  Commencement Date") set forth in Section 7.2 of the Summary
and shall terminate on the date (the "Lease  Expiration  Date") set
forth in  Section 7.3  of the Summary,  unless this Lease is sooner
terminated  as  hereinafter  provided.  For purposes of this Lease,
the term  "Lease  Year"  shall mean each  consecutive  twelve  (12)
month period  during the Lease Term;  provided,  however,  that the
first  Lease Year shall  commence  on the Lease  Commencement  Date
and end on the last day of the eleventh  month  thereafter  and the
second and each  succeeding  Lease Year shall commence on the first
day of the next  calendar  month;  and  further  provided  that the
last  Lease  Year shall end on the Lease  Expiration  Date.  At any
time  during  the Lease  Term,  Landlord  may  deliver  to Tenant a
notice of Lease Term  dates in the form as set forth in  Exhibit C,
attached  hereto,  which notice  Tenant shall execute and return to
Landlord within five (5) days of receipt thereof.
2.2   Option  Terms.  Landlord  hereby  grants  to  the  originally
named Tenant  ("Original  Tenant")  three (3) options to extend the
Lease  Term  for  periods  of five  (5)  years  each  (the  "Option
Terms"),  which options shall be exercisable only by written notice
("Option  Notice")  delivered  by Tenant to Landlord as provided in
Section 2.2.2  below,  provided that, as of the date of delivery of
such notice and, at  Landlord's  option,  as of the last day of the
initial  Lease  Term (or  previous  Option  Term,  as  applicable),
Tenant is not in  default  under  this Lease  after  expiration  of
applicable   cure   periods.   The   rights   contained   in   this
Section 2.2  shall be personal to the Original  Tenant and may only
be  exercised  by  the  Original  Tenant  (and  not  any  assignee,
sublessee or other  transferee  of the Original  Tenant's  interest
in  this  Lease)  if  the  Original   Tenant  occupies  the  entire
Premises  as of the date of the Option  Notice.  In no event  shall
Tenant  (i) be  entitled to exercise the second (2nd) option unless
the Lease Term has been  previously  extended  for the first Option
Term,  (ii) be  entitled to exercise the third (3rd) option  unless
the first Option Term has been  previously  extended for the second
(2nd)  Option Term,  or (iii) be  entitled to extend the Lease Term
beyond the third (3rd) Option Term.
2.2.1......Option  Rent.  The initial  Base Rent  payable by Tenant
during each Option Term (the  "Option  Rent") shall be equal to the
then  prevailing  fair  market  rent  for  the  Premises  as of the
commencement  date of the  Option  Term,  but not  below  Base Rent
payable  by  Tenant  immediately  prior  to the  applicable  Option
Term.  The  initial  Base Rent for each  Option  Term shall then be
subject  to  increase  as  provided  in  Section 3.2  of this Lease
below.  The then  prevailing  fair  market rent shall be the rental
rate,  including  all  escalations,  at  which  tenants,  as of the
commencement  of the Option  Term,  are  entering  into  leases for
non-sublease,  non-encumbered  space  comparable in size,  location
and  quality  to the  Premises  for a  term  of  approximately  the
Option  Term,  which  comparable  space is  located  in  comparable
buildings in Monterey,  California,  taking into  consideration the
following concessions:  (a) rental abatement  concessions,  if any,
being  granted  such  tenants in  connection  with such  comparable
space and (b) tenant  improvements or allowances  provided or to be
provided  for such  comparable  space,  taking  into  account,  and
deducting   the  value  of,  the  existing   improvements   in  the
Premises,  with such  value to be based upon the age,  quality  and
layout of the  improvements  and the extent to which the same could
be utilized by Tenant  based upon the fact that the precise  tenant
improvements  existing in the  Premises are  specifically  suitable
to Tenant.
2.2.2......Exercise  of  Options.  The  options  contained  in this
Section 2.2  shall be exercised by Tenant,  if at all,  only in the
following   manner:   (i)  Tenant  shall  deliver   written  notice
("Interest  Notice")  to  Landlord  on or before  the date which is
twelve (12) months  prior to the  expiration  of the initial  Lease
Term  (or  previous  Option  Term,  as  applicable),  stating  that
Tenant is  interested  in  exercising  its  option;  (ii) Landlord,
after  receipt  of  Tenant's  notice,  shall  deliver  notice  (the
"Option  Rent  Notice")  to Tenant  not less  than ten (10)  months
prior to the  expiration  of the  initial  Lease Term (or  previous
Option Term, as  applicable),  setting  forth the Option Rent;  and
(iii) if Tenant  wishes to exercise such option,  Tenant shall,  on
or before the  earlier of (A) the date  occurring  eight (8) months
prior to the  expiration  of the  initial  Lease Term (or  previous
Option Term,  as  applicable),  and (B) the date  occurring  thirty
(30)  days  after  Tenant's  receipt  of the  Option  Rent  Notice,
exercise  the option by  delivering  the Option  Notice to Landlord
and upon,  and concurrent  with such  exercise,  Tenant may, at its
option,  object to the Option  Rent  contained  in the Option  Rent
Notice.  Failure  of  Tenant  to  deliver  the  Interest  Notice to
Landlord  on or  before  the  date  specified  in  (i) above  or to
deliver  the  Option  Notice  to  Landlord  on or  before  the date
specified  in (iii)  above shall be deemed to  constitute  Tenant's
failure to  exercise  its option to  extend.  If Tenant  timely and
properly  exercises  its  option  to  extend,  the  Lease  Term  or
previous  Option Term (as  applicable)  shall be  extended  for the
Option  Term  upon all of the  terms  and  conditions  set forth in
this  Lease,  except  that the Rent  shall be as  indicated  in the
Option  Rent  Notice  unless  Tenant,  concurrently  with  Tenant's
Option  Notice,  objects to the Option Rent contained in the Option
Rent Notice,  in which case the parties  shall follow the procedure
and  the  Option  Rent  shall  be  determined,   as  set  forth  in
Section 2.2.3 below.
2.2.3......Determination  of  Option  Rent.  If Tenant  timely  and
appropriately  objects  to  the  Option  Rent  in  Tenant's  Option
Notice,  Landlord  and  Tenant  shall  attempt  to  agree  upon the
Option Rent using their best  good-faith  efforts.  If Landlord and
Tenant fail to reach  agreement  within thirty (30) days  following
Tenant's  Option  Notice  ("Outside  Agreement  Date"),  then  each
party  shall  make a  separate  determination  of the  Option  Rent
which  shall be  submitted  to each  other  and to  arbitration  in
accordance with the following items (i) through (vii):

           (i)  Landlord and Tenant shall each appoint,  within ten
      (10) days of the Outside  Agreement  Date, one arbitrator who
      shall by  profession  be a  current  real  estate  broker  or
      appraiser  of   comparable   commercial   properties  in  the
      immediate  vicinity of the Building,  and who has been active
      in  such   field   over  the  last   five  (5)   years.   The
      determination  of the arbitrators  shall be limited solely to
      the issue of whether  Landlord's or Tenant's submitted Option
      Rent is the closest to the actual  Option Rent as  determined
      by the  arbitrators,  taking into account the  definition  of
      prevailing  fair  market rent in Section  2.2.1 above  (i.e.,
      the  arbitrators  may  only  select  Landlord's  or  Tenant's
      determination  of Option  Rent and shall not be  entitled  to
      make a compromise determination).

           (ii) The two  arbitrators so appointed shall within five
      (5) business days of the date of the  appointment of the last
      appointed   arbitrator   agree  upon  and   appoint  a  third
      arbitrator  who shall be  qualified  under the same  criteria
      set forth  hereinabove for  qualification  of the initial two
      arbitrators.

           (iii)The three  arbitrators  shall  within  fifteen (15)
      days  of the  appointment  of the  third  arbitrator  reach a
      decision as to whether the parties  shall use  Landlord's  or
      Tenant's  submitted  Option Rent,  and shall notify  Landlord
      and Tenant thereof.

           (iv) The   decision   of  the   majority  of  the  three
      arbitrators shall be binding upon Landlord and Tenant.

           (v)  If either  Landlord  or Tenant  fails to appoint an
      arbitrator within ten (10) days after the applicable  Outside
      Agreement  Date,  the  arbitrator  appointed  by one of  them
      shall reach a decision,  notify  Landlord and Tenant thereof,
      and  such   arbitrator's   decision  shall  be  binding  upon
      Landlord and Tenant.

           (vi) If the two  arbitrators  fail  to  agree  upon  and
      appoint a third  arbitrator,  or both parties fail to appoint
      an arbitrator,  then the appointment of the third  arbitrator
      or any  arbitrator  shall be  dismissed  and the matter to be
      decided  shall be forthwith  submitted to  arbitration  under
      the provisions of the American Arbitration  Association,  but
      subject to the instruction set forth in this Section 2.2.3.

           (vii)The cost of  arbitration  shall be paid by Landlord
      and Tenant equally.

ARTICLE 3..
                             BASE RENT
3.1   Initial  Base  Rent.  Tenant  shall  pay,  without  notice or
demand,  to  Landlord  at such place as  Landlord  may from time to
time  designate  in writing,  in  currency or a check for  currency
which,  at the time of  payment,  is legal  tender  for  private or
public  debts in the United  States of  America,  base rent  ("Base
Rent") as set forth in Section 8  of the Summary,  payable in equal
monthly  installments  as set forth in  Section 8 of the Summary in
advance on or before the first day of each and every  month  during
the Lease Term,  without any setoff or  deduction  whatsoever.  The
Base  Rent for the first  full  month of the  Lease  Term  shall be
paid at the  time of  Tenant's  execution  of  this  Lease.  If any
rental payment date (including the Lease  Commencement  Date) falls
on a day of the month  other  than the  first day of such  month or
if any  rental  payment is for a period  which is shorter  than one
month,  then the rental for any such  fractional  month  shall be a
proportionate  amount of a full  calendar  month's  rental based on
the  proportion  that the number of days in such  fractional  month
bears to the  number of days in the  calendar  month  during  which
such  fractional  month occurs.  All other  payments or adjustments
required  to be made  under the terms of this  Lease  that  require
proration on a time basis shall be prorated on the same basis.
3.2   Base Rent  Increases.  The Base Rent  shall be  increased  on
the first day of each  anniversary of the Lease  Commencement  Date
throughout  the Term,  including  any  applicable  Option Term,  if
applicable,  in accordance  with percentage  increases,  if any, in
the Consumer Price  Index-Urban  Wage Earners and Clerical  Workers
(San  Francisco-Oakland-San  Jose, CA, All Items,  Base 1982-1984 =
100) (the  "Index"),  as published by the United States  Department
of Labor,  Bureau of Labor  Statistics  (the  "Bureau").  The Index
for each  September  during  the Term,  and the  Option  Terms,  if
applicable,  shall be compared with the Index for  September,  2002
and   effective   as  of  the  next   anniversary   of  the   Lease
Commencement  Date,  the Base Rent shall be increased  for the next
Lease Year in  accordance  with the  percentage  increase,  if any,
between such  Indexes;  provided,  however,  that in no event shall
the  increase  in Base Rent be less  than  three  percent  (3%) per
annum  nor  greater  than six  percent  (6%) per  annum of the Base
Rent payable for the  immediately  preceding  Lease Year.  Landlord
shall use  commercially  reasonable  efforts to calculate  and give
Tenant  written  notice of any such  increase in Base Rent prior to
each Lease  Year.  Should the Bureau  discontinue  the  publication
of  the  Index,  or  publish  the  same  less  frequently  or  on a
different  schedule,  or  alter  the  same  in some  other  manner,
including,  but not limited to,  changing  the name of the Index or
the  geographic  area covered by the Index,  Landlord,  in its sole
discretion,  shall  adopt a  substitute  index or  procedure  which
reasonably reflects and monitors consumer prices.

ARTICLE 4..
                          ADDITIONAL RENT
4.1   Additional   Rent.  In  addition  to  paying  the  Base  Rent
specified  in  Article 3  of  this  Lease,   Tenant  shall  pay  as
additional rent "Tenant's  Share" of the annual "Direct  Expenses,"
as those  terms are  defined  in  Sections  4.2.6 and 4.2.2 of this
Lease,  respectively.  Such additional rent,  together with any and
all other  amounts  payable by Tenant to  Landlord  pursuant to the
terms of this Lease,  shall be  hereinafter  collectively  referred
to as the  "Additional  Rent."  The Base Rent and  Additional  Rent
are herein  collectively  referred  to as the  "Rent."  All amounts
due under this  Article 4 as  Additional  Rent shall be payable for
the same  periods  and in the same  manner,  time and  place as the
Base  Rent.  Without  limitation  on other  obligations  of  Tenant
which  shall  survive  the   expiration  of  the  Lease  Term,  the
obligations  of Tenant to pay the  Additional  Rent provided for in
this Article 4 shall survive the expiration of the Lease Term.
4.2   Definitions.  As used in this Article 4,  the following terms
shall have the meanings hereinafter set forth:
4.2.1......"Calendar  Year"  and  "Expense  Year"  shall  mean each
calendar  year in  which  any  portion  of the  Lease  Term  falls,
through and  including  the  calendar  year in which the Lease Term
expires.
4.2.2......"Direct  Expenses" shall mean  "Operating  Expenses" and
"Tax Expenses."
4.2.3......"Operating Expenses" shall mean all expenses,  costs and
amounts of every kind and nature  which  Landlord  shall pay during
any Expense Year because of or in  connection  with the  ownership,
management,  maintenance,  repair,  restoration or operation of the
Real  Property,  including,  without  limitation,  any amounts paid
for  (i) the  cost  of  supplying  all   utilities,   the  cost  of
operating,  maintaining,  repairing,  renovating  and  managing the
utility systems,  mechanical  systems,  sanitary and storm drainage
systems,  and the cost of supplies and  equipment  and  maintenance
and service  contracts in  connection  therewith;  (ii) the cost of
licenses,  certificates,  permits and  inspections  and the cost of
contesting  the  validity  or  applicability  of  any  governmental
enactments which may affect Operating  Expenses;  (iii) the cost of
insurance  carried by  Landlord,  in such  amounts as Landlord  may
reasonably  determine  or as may be required by any  mortgagees  or
the lessor of any  underlying  or ground lease  affecting  the Real
Property  and/or  the  Building;   (iv) the  cost  of  landscaping,
relamping,  and all supplies,  tools,  equipment and materials used
in the operation,  repair and maintenance of the Building;  (v) the
cost  of  parking  area  repair,   restoration,   and  maintenance,
including,  but  not  limited  to,  repainting,   restriping,   and
cleaning;   (vi) fees,   charges   and   other   costs,   including
consulting   fees,   legal  fees  and   accounting   fees,  of  all
contractors   engaged   by   Landlord   in   connection   with  the
management,  operation,  maintenance and repair of the Building and
Real   Property;   (vii) any   equipment   rental   agreements   or
management  agreements  (including  the cost of any  management fee
and  the  fair   rental   value  of  any  office   space   provided
thereunder);  (viii) wages,  salaries  and other  compensation  and
benefits  of all  persons  engaged  in the  operation,  management,
maintenance  or security of the Building;  (ix) payments  under any
easement,  license, operating agreement,  declaration,  restrictive
covenant,   underlying  or  ground  lease   (excluding   rent),  or
instrument  pertaining  to the  sharing  of costs by the  Building;
(x) operation,  repair, maintenance and replacement of all "Systems
and  Equipment," as that term is defined in  Section 4.2.4  of this
Lease,  and  components   thereof;   (xi) the  cost  of  alarm  and
security service,  window cleaning,  trash removal,  replacement of
wall and floor  coverings,  ceiling  tiles and fixtures in lobbies,
corridors,   restrooms   and  other   common  or  public  areas  or
facilities,  maintenance  and  replacement  of curbs and  walkways,
repair  to  roofs  and  re-roofing;  (xii) amortization  (including
interest on the  unamortized  cost) of the cost of acquiring or the
rental  expense  of  personal  property  used  in the  maintenance,
operation  and  repair  of the  Building  and  Real  Property;  and
(xiii) the  cost  of  any  capital   improvements  or  other  costs
(i) which are intended as a labor-saving  device or to effect other
economies  in the  operation or  maintenance  of the  Building,  or
(ii) made to the Building  after the Lease  Commencement  Date that
are required under any  governmental  law or regulation;  provided,
however,  that if any such cost  described  in (I) or (II) above is
a capital  expenditure,  such cost  shall be  amortized  (including
interest  on  the  unamortized   cost)  over  its  useful  life  as
Landlord   shall   reasonably   determine.   If   Landlord  is  not
furnishing  any particular  work or service (the cost of which,  if
performed  by Landlord,  would be included in  Operating  Expenses)
to a tenant who has  undertaken  to perform such work or service in
lieu of the  performance  thereof by Landlord,  Operating  Expenses
shall  be  deemed  to  be  increased  by an  amount  equal  to  the
additional  Operating  Expenses  which would  reasonably  have been
incurred  during  such  period  by  Landlord  if it had at its  own
expense  furnished  such work or  service  to such  tenant.  If the
Building  is not fully  occupied  during  all or a  portion  of any
Expense  Year,  Landlord  shall make an  appropriate  adjustment to
the  variable  components  of  Operating  Expenses for such year or
applicable   portion   thereof,   employing  sound  accounting  and
management  principles,   to  determine  the  amount  of  Operating
Expenses  that  would  have been paid had the  Building  been fully
occupied.   Notwithstanding   the  foregoing  or  anything  to  the
contrary  contained  herein,  Operating  Expenses shall not include
any  costs   incurred   by   Landlord   in   connection   with  the
Environmental  Work (as that term is  defined  in Article 21 below)
or any other costs  incurred in  connection  with the  abatement or
remediation  of  hazardous  or  toxic  materials;  however,  Tenant
shall be  solely  responsible  for any and all  costs  incurred  in
connection  with  removal  or  remediation  of  hazardous  or toxic
materials  introduced  into the  Premises  or the Real  Property by
Tenant as further provided in Section 5.2 below.
4.2.4......"Systems   and   Equipment"   shall   mean  any   plant,
machinery,   transformers,  duct  work,  cable,  wires,  and  other
equipment,   facilities,  and  systems  designed  to  supply  heat,
ventilation,  air  conditioning  and humidity or any other services
or  utilities,  or  comprising  or  serving  as  any  component  or
portion  of  the  electrical,  gas,  steam,  plumbing,   sprinkler,
communications,  alarm,  security,  or fire/life  safety systems or
equipment,  or  any  other  mechanical,   electrical,   electronic,
computer or other  systems or  equipment  which serve the  Building
in whole or in part.
4.2.5......"Tax Expenses"  shall mean all federal,  state,  county,
or local  governmental or municipal taxes,  fees,  charges or other
impositions  of every kind and nature,  whether  general,  special,
ordinary or extraordinary,  (including,  without  limitation,  real
estate  taxes,  general and  special  assessments,  transit  taxes,
leasehold   taxes  or  taxes   based  upon  the  receipt  of  rent,
including  gross receipts or sales taxes  applicable to the receipt
of rent,  unless required to be paid by Tenant,  personal  property
taxes imposed upon the fixtures, machinery,  equipment,  apparatus,
systems  and   equipment,   appurtenances,   furniture   and  other
personal  property used in  connection  with the  Building),  which
Landlord  shall  pay  during  any  Expense  Year  because  of or in
connection  with the  ownership,  leasing and operation of the Real
Property  or  Landlord's  interest  therein.  For  purposes of this
Lease,   Tax  Expenses   shall  be  calculated  as  if  the  tenant
improvements  in the Building were fully  constructed  and the Real
Property,   the  Building,  and  all  tenant  improvements  in  the
Building  were fully  assessed  for real estate tax  purposes,  and
accordingly,  during the  portion  of any  Expense  Year  occurring
during  the  Base  Year,   Tax  Expenses  shall  be  deemed  to  be
increased appropriately.
4.2.5.1....Tax Expenses shall include, without limitation:
(i)   Any tax on  Landlord's  rent,  right to rent or other  income
from  the  Real  Property  or as  against  Landlord's  business  of
leasing any of the Real Property;
(ii)  Any  assessment,  tax, fee, levy or charge in addition to, or
in  substitution,  partially or totally,  of any  assessment,  tax,
fee, levy or charge  previously  included  within the definition of
real  property  tax, it being  acknowledged  by Tenant and Landlord
that  Proposition  13 was  adopted  by the  voters  of the State of
California  in the June 1978 election  ("Proposition  13") and that
assessments,  taxes,  fees,  levies and  charges  may be imposed by
governmental   agencies  for  such  services  as  fire  protection,
street,  sidewalk  and road  maintenance,  refuse  removal  and for
other  governmental  services  formerly  provided without charge to
property  owners or  occupants.  It is the  intention of Tenant and
Landlord  that  all  such  new and  increased  assessments,  taxes,
fees,  levies,  and  charges and all  similar  assessments,  taxes,
fees,  levies and charges be included  within the definition of Tax
Expenses for purposes of this Lease; and
(iii) Any  assessment,  tax, fee,  levy, or charge  allocable to or
measured  by  the  area  of  the   Premises  or  the  rent  payable
hereunder,  including,  without  limitation,  any gross  income tax
with  respect to the receipt of such rent,  or upon or with respect
to the possession,  leasing,  operating,  management,  maintenance,
alteration,  repair,  use or occupancy  by Tenant of the  Premises,
or any portion thereof.
4.2.5.2....If Tax Expenses for any period  during the Lease Term or
any  extension  thereof  are  increased  after  payment  thereof by
Landlord for any reason,  including,  without limitation,  error or
reassessment by applicable  governmental or municipal  authorities,
Tenant  shall  pay  Landlord  upon  demand  Tenant's  Share of such
increased Tax Expenses.
4.2.5.3....Notwithstanding  anything to the  contrary  contained in
this  Section 4.2.5,  there  shall be  excluded  from Tax  Expenses
(i) all excess profits taxes,  franchise taxes, gift taxes, capital
stock  taxes,  inheritance  and  succession  taxes,  estate  taxes,
federal  and state  income  taxes,  and other  taxes to the  extent
applicable  to  Landlord's  general or net  income  (as  opposed to
rents,  receipts  or  income  attributable  to  operations  at  the
Building),  (ii) any  items  included as  Operating  Expenses,  and
(iii) any items paid by Tenant under Section 4.4 of this Lease.
4.2.6......"Tenant's  Share" shall mean the percentage set forth in
Section 9  of  the  Summary.   Tenant's  Share  was  calculated  by
multiplying  the number of rentable  square feet of the Premises by
100 and dividing the product by the total  rentable  square feet in
the Building.
4.3   Calculation and Payment of Additional Rent.
4.3.1......Calculation  of Excess.  For each Expense Year ending or
commencing  within the Lease Term,  Tenant  shall pay to  Landlord,
in  the  manner  set  forth  in   Section 4.3.2,   below,   and  as
Additional  Rent,  an  amount  equal to  Tenant's  Share of  Direct
Expenses.
4.3.2......Statement  of Actual  Direct  Expenses  and  Payment by
Tenant.  Landlord  shall  endeavor  to give to  Tenant on or before
the first day of April  following  the end of each Expense  Year, a
statement (the  "Statement")  which shall state the Direct Expenses
incurred  or  accrued  for  such  preceding   Expense  Year.   Upon
receipt of the  Statement  for each Expense Year ending  during the
Lease Term  Tenant  shall pay,  with its next  installment  of Base
Rent due,  the full  amount of  Tenant's  Share of Direct  Expenses
for such Expense Year,  less the amounts,  if any, paid during such
Expense  Year as  Estimated  Expense.  The  failure of  Landlord to
timely  furnish  the  Statement  for any  Expense  Year  shall  not
prejudice   Landlord   from   enforcing   its  rights   under  this
Article 4.  Even  though the Lease Term has  expired and Tenant has
vacated  the  Premises,  when the  final  determination  is made of
Tenant's  Share of the  Direct  Expenses  for the  Expense  Year in
which  this  Lease   terminates,   Tenant  shall  promptly  pay  to
Landlord  an amount as  calculated  pursuant to the  provisions  of
Section 4.3.1    of   this   Lease.    The   provisions   of   this
Section 4.3.2  shall survive the expiration or earlier  termination
of the Lease Term.
4.3.3......Statement of Estimated Direct  Expenses.  Landlord shall
have the option,  but not the  obligation,  to give Tenant a yearly
expense estimate  statement (the "Estimate  Statement") which shall
set forth Landlord's  reasonable  estimate (the "Estimate") of what
the total amount of Direct  Expenses for the  then-current  Expense
Year shall be (the  "Estimated  Expense").  If  Landlord  exercises
its  option  to so  provide  Tenant  with  an  Estimate  Statement,
Tenant  shall pay,  with its next  installment  of Base Rent due, a
fraction  of the  Estimated  Expense for the  then-current  Expense
Year  (reduced by any amounts  paid  pursuant to the last  sentence
of  this   Section 4.3.3).   Such   fraction   shall  have  as  its
numerator  the number of months  which have elapsed in such current
Expense Year to the month of such payment,  both months  inclusive,
and  shall  have  twelve  (12)  as  its  denominator.  Until  a new
Estimate  Statement is  furnished,  Tenant shall pay monthly,  with
the   monthly   Base  Rent   installments,   an  amount   equal  to
one-twelfth  (1/12) of the  total  Estimated  Expense  set forth in
the previous Estimate Statement delivered by Landlord to Tenant.
4.4   Taxes  and  Other  Charges  for  Which  Tenant  Is  Directly
Responsible.  Tenant shall  reimburse  Landlord upon demand for any
and all  taxes  or  assessments  required  to be  paid by  Landlord
(except  to the  extent  included  in Tax  Expenses  by  Landlord),
excluding  state,  local and federal  personal or corporate  income
taxes  measured by the net income of Landlord  from all sources and
estate and inheritance taxes, when:
4.4.1......Said taxes are  measured by or  reasonably  attributable
to the cost or value of  Tenant's  equipment,  furniture,  fixtures
and other  personal  property  located in the  Premises,  or by the
cost  or  value  of any  leasehold  improvements  made in or to the
Premises by or for Tenant; or
4.4.2......Said  taxes are  assessed  upon or with  respect  to the
possession,    leasing,   operation,    management,    maintenance,
alteration,  repair,  use or occupancy by Tenant of the Premises or
any   portion  of  the  Real   Property   (including   the  Parking
Facilities).

ARTICLE 5..
                          USE OF PREMISES
5.1   Permitted  Use.  Tenant  shall use the  Premises  solely  for
operation  of a  commercial  bank branch and  associated  ancillary
uses  permitted  by law and  consistent  with the  character of the
Building as a  first-class  office  building,  and Tenant shall not
use or permit  the  Premises  to be used for any other  purpose  or
purposes   whatsoever.   Tenant's   permitted   use  shall  include
automated  teller  machine(s)  and/or night  depository  facilities
with necessary  lighting and  appurtenant  fixtures,  machinery and
equipment,  subject to Tenant's  receipt of all applicable  permits
and approvals and Landlord's  approval of plans and  specifications
therefore,   subject  to   Tenant's   removal   obligations   under
Section 8.5 below.
5.2   Prohibited  Uses.  Tenant  further  covenants and agrees that
it shall not use,  or suffer or permit  any  person or  persons  to
use,  the  Premises,  the Parking  Facilities  or any other  Common
Areas or any part  thereof  for any use or purpose  contrary to the
provisions    of   Exhibit C    attached    hereto    ("Rules   and
Regulations"),  or in violation of the laws of the United States of
America,  the State of California,  or the ordinances,  regulations
or  requirements  of the local  municipal or county  governing body
or  other  lawful   authorities   having   jurisdiction   over  the
Building.   Tenant  shall  comply  with  all  recorded   covenants,
conditions,  and restrictions,  and the provisions of all ground or
underlying  leases,  now or hereafter  affecting the Real Property.
Tenant shall not use or allow  another  person or entity to use any
part of the Premises for the storage,  use, treatment,  manufacture
or sale  of any  hazardous  or  toxic  material.  Tenant  shall  be
solely  responsible  for removal or  remediation as may be required
by law should  hazardous or toxic  materials be introduced into the
Premises or the Real Property by Tenant,  its agents,  employees or
independent  contractors  provided  that nothing  contained  herein
shall  permit  Tenant to  utilize  or  release  hazardous  or toxic
materials.
5.3   Use of  Ancillary  Areas.  In addition to Tenant's use of the
Premises,  Tenant shall have the exclusive  right,  throughout  the
Lease  Term,  to use of the  conference  room on the  second  (2nd)
floor  of the  Building  and  the  non-exclusive  right  to use the
restrooms  and  kitchen  areas  on  the  mezzanine   level  of  the
Building,  in  common  with  other  tenants  and  occupants  of the
Building;  provided,  however,  if Tenant  constructs,  pursuant to
Article 8  below,  restroom  facilities  within its Premises,  then
Tenant  shall  no  longer  have the  right  to use  such  mezzanine
restrooms.  Such second (2nd) floor  conference  room and mezzanine
restrooms and mezzanine  kitchen area may be collectively  referred
to herein as the "Ancillary Areas."

ARTICLE 6..
                      SERVICES AND UTILITIES
6.1   Standard   Tenant   Services.   Landlord  shall  provide  the
following  services  on all days  during  the  Lease  Term,  unless
otherwise stated below.
6.1.1......Subject  to  all  governmental  rules,  regulations  and
guidelines  applicable thereto,  Landlord shall provide heating and
air  conditioning  when  necessary  for normal  comfort  for normal
office use in the  Premises,  from Monday  through  Friday,  during
the  period  from 8 a.m.  to 6 p.m.,  and on  Saturday  during  the
period  from  9:00 a.m.  to  12:00  noon,  except  for the  date of
observation  of New Year's  Day,  Presidents'  Day,  Memorial  Day,
Independence Day, Labor Day,  Thanksgiving  Day,  Christmas Day and
other  locally or  nationally  recognized  holidays  (collectively,
the "Holidays").
6.1.2......Landlord shall provide  adequate  electrical  wiring and
facilities  and power for normal  general  office use as determined
by Landlord.  Tenant shall bear the cost of  replacement  of lamps,
starters and ballasts for lighting fixtures within the Premises.
6.1.3......Landlord  shall  provide  city  water  from the  regular
Building outlets for drinking, lavatory and toilet purposes.

           Tenant   acknowledges   that  Tenant   shall  be  solely
responsible  for providing  janitorial  service to the Premises and
Landlord shall have no responsibility therefor.
6.2   Overstandard   Tenant   Use.   Tenant   shall  not,   without
Landlord's prior written  consent,  use  heat-generating  machines,
machines  other  than  normal  office  machines,  or  equipment  or
lighting  other  than  building  standard  lights in the  Premises,
which may affect the  temperature  otherwise  maintained by the air
conditioning  system or increase the water  normally  furnished for
the Premises by Landlord  pursuant to the terms of  Section 6.1  of
this  Lease.  If such  consent  is given,  Landlord  shall have the
right to  install  supplementary  air  conditioning  units or other
facilities in the Premises,  including  supplementary or additional
metering  devices,  and the  cost  thereof,  including  the cost of
installation,  operation and  maintenance,  increased wear and tear
on existing  equipment and other similar charges,  shall be paid by
Tenant to  Landlord  upon  billing  by  Landlord.  If  Tenant  uses
electricity,  water or heat or air  conditioning  in excess of that
supplied  by  Landlord  pursuant  to  Section 6.1  of  this  Lease,
Tenant  shall  pay to  Landlord,  upon  billing,  the  cost of such
excess consumption,  the cost of the installation,  operation,  and
maintenance  of  equipment  which is  installed  in order to supply
such excess  consumption,  and the cost of the  increased  wear and
tear on existing equipment caused by such excess  consumption,  and
Landlord  may install  devices to  separately  meter any  increased
use  and  in  such  event  Tenant  shall  pay  the  increased  cost
directly  to  Landlord,  on  demand,  including  the  cost  of such
additional  metering  devices.  If  Tenant  desires  to  use  heat,
ventilation or air  conditioning  during hours other than those for
which  Landlord is obligated to supply such  utilities  pursuant to
the  terms  of  Section 6.1  of  this  Lease,   Tenant  shall  give
Landlord  such prior  notice,  as Landlord  shall from time to time
establish  as  appropriate,  of Tenant's  desired use and  Landlord
shall  supply  such  utilities  to  Tenant at such  hourly  cost to
Tenant  as  Landlord  shall  from time to time  establish.  Amounts
payable  by  Tenant  to  Landlord   for  such  use  of   additional
utilities  shall be deemed  Additional  Rent hereunder and shall be
billed on a  monthly  basis.  Landlord  may  increase  the hours or
days during which air  conditioning,  heating and  ventilation  are
provided  to the  Premises  and the  Building  to  accommodate  the
usage  by  tenants  occupying  two-thirds  or more of the  rentable
square  feet of the  Building or to conform to  practices  of other
buildings in the area comparable to the Building.
6.3   Interruption  of Use.  Tenant agrees that Landlord  shall not
be liable for  damages,  by  abatement  of Rent or  otherwise,  for
failure to furnish or delay in  furnishing  any service  (including
telephone and  telecommunication  services),  or for any diminution
in the quality or quantity  thereof,  when such failure or delay or
diminution  is  occasioned,  in  whole  or  in  part,  by  repairs,
replacements,  or  improvements,  by any  strike,  lockout or other
labor trouble, by inability to secure  electricity,  gas, water, or
other fuel at the  Building  after  reasonable  effort to do so, by
any  accident or casualty  whatsoever,  by act or default of Tenant
or  other  parties,   or  by  any  other  cause  beyond  Landlord's
reasonable  control;  and such  failures  or delays  or  diminution
shall never be deemed to constitute an eviction or  disturbance  of
Tenant's  use and  possession  of the  Premises  or relieve  Tenant
from paying Rent or performing  any of its  obligations  under this
Lease.  Furthermore,   Landlord  shall  not  be  liable  under  any
circumstances  for a loss of, or injury to,  property or for injury
to, or interference  with,  Tenant's business,  including,  without
limitation,  loss of  profits,  however  occurring,  through  or in
connection  with or  incidental  to a failure to furnish any of the
services or utilities as set forth in this Article 6.

ARTICLE 7..
                              REPAIRS

      Tenant  shall,  at Tenant's own expense,  keep the  Premises,
including all improvements,  fixtures and furnishings  therein,  in
good  order,  repair and  condition  at all times  during the Lease
Term.  In  addition,  Tenant  shall,  at  Tenant's  own expense but
under  the  supervision  and  subject  to  the  prior  approval  of
Landlord,  and within any  reasonable  period of time  specified by
Landlord,   promptly  and  adequately  repair  all  damage  to  the
Premises  and replace or repair all damaged or broken  fixtures and
appurtenances;  provided  however,  that, at Landlord's  option, or
if Tenant fails to make such  repairs,  Landlord may, but need not,
make such repairs and  replacements,  and Tenant shall pay Landlord
the cost  thereof,  including a percentage  of the cost thereof (to
be  uniformly   established   for  the   Building)   sufficient  to
reimburse Landlord for all overhead,  general conditions,  fees and
other costs or expenses  arising from Landlord's  involvement  with
such  repairs  and  replacements  forthwith  upon being  billed for
same.  Landlord  may,  but  shall  not be  required  to,  enter the
Premises   at  all   reasonable   times  to  make   such   repairs,
alterations,  improvements  and additions to the Premises or to the
Building or to any  equipment  located in the  Building as Landlord
shall  desire or deem  necessary  or as Landlord may be required to
do by governmental or  quasi-governmental  authority or court order
or decree.  Tenant  hereby  waives and  releases  its right to make
repairs at Landlord's  expense under  Sections 1941 and 1942 of the
California  Civil  Code or  under  any  similar  law,  statute,  or
ordinance now or hereafter in effect.

ARTICLE 8..
                     ADDITIONS AND ALTERATIONS
8.1   Landlord's  Consent to  Alterations.  Tenant may not make any
improvements,  alterations,  additions  or changes to the  Premises
(collectively,  the  "Alterations")  without  first  procuring  the
prior  written  consent  of  Landlord  to such  Alterations,  which
consent  shall be  requested  by Tenant not less than  thirty  (30)
days prior to the  commencement  thereof,  and which  consent shall
not be unreasonably  withheld by Landlord.  The existing  leasehold
improvements   in  the  Premises   together  with  any  Alterations
thereto made by Tenant  pursuant to this  Article 8 may be referred
to herein as the "Tenant Improvements."
8.2   Manner of Construction.  Landlord may impose,  as a condition
of its  consent to all  Alterations  or repairs of the  Premises or
about the  Premises,  such  requirements  as  Landlord  in its sole
discretion may deem desirable,  including,  but not limited to, the
requirement  that  upon  Landlord's   request,   Tenant  shall,  at
Tenant's  expense,  remove such  Alterations upon the expiration or
any early  termination  of the Lease Term,  and/or the  requirement
that  Tenant  utilize  for  such  purposes  only   contractors  and
materials  approved  by  Landlord.   Tenant  shall  construct  such
Alterations  and perform such repairs in  conformance  with any and
all  applicable  rules  and  regulations  of  any  federal,  state,
county or  municipal  code or  ordinance  and  pursuant  to a valid
building  permit (a copy of which shall be delivered to  Landlord),
issued   by   the   appropriate   governmental   authorities,    in
conformance  with Landlord's  construction  rules and  regulations.
Landlord's  approval  of  the  plans,  specifications  and  working
drawings for Tenant's  Alterations  shall create no  responsibility
or  liability  on the  part of  Landlord  for  their  completeness,
design  sufficiency,   or  compliance  with  all  laws,  rules  and
regulations  of  governmental  agencies  or  authorities.  All work
with  respect  to any  Alterations  must  be  done  in a  good  and
workmanlike  manner and  diligently  prosecuted to  completion.  In
performing  the work of any such  Alterations,  Tenant  shall  have
the work  performed  in such  manner as not to  obstruct  access to
the  Building  or the  common  areas  for any  other  tenant of the
Building,  and as not to  obstruct  the  business  of  Landlord  or
other  tenants in the Building,  or interfere  with the labor force
working  in the  Building.  Upon  completion  of  any  Alterations,
Tenant  agrees to cause a Notice of  Completion  to be  recorded in
the office of the County Recorder in accordance  with  Section 3093
of the  Civil  Code of the  State of  California  or any  successor
statute,  and Tenant shall deliver to Landlord a reproducible  copy
of the "as built" drawings of the Alterations.
8.3   Payment  for  Improvements.  In the event  Tenant  orders any
Alteration  or repair  work  directly  from  Landlord,  or from the
contractor  selected by  Landlord,  the charges for such work shall
be deemed  Additional  Rent under this Lease,  payable upon billing
therefor,  either  periodically  during  construction  or upon  the
substantial  completion of such work, at  Landlord's  option.  Upon
completion  of such work,  Tenant  shall  deliver to  Landlord,  if
payment is made  directly  to  contractors,  evidence  of  payment,
contractors'  affidavits  and full and final  waivers  of all liens
for labor,  services  or  materials.  Whether or not Tenant  orders
any work  directly  from  Landlord,  Tenant shall pay to Landlord a
percentage of the cost of such work (such  percentage,  which shall
vary   depending  upon  whether  or  not  Tenant  orders  the  work
directly from  Landlord,  to be  established on a uniform basis for
the Building)  sufficient to compensate  Landlord for all overhead,
general  conditions,  fees and  other  costs and  expenses  arising
from Landlord's involvement with such work.
8.4   Construction  Insurance.  In the event that Tenant  makes any
Alterations,   Tenant   agrees  to  carry   "Builder's   All  Risk"
insurance   in  an  amount   approved  by  Landlord   covering  the
construction  of such  Alterations,  and such  other  insurance  as
Landlord may require,  it being  understood  and agreed that all of
such   Alterations   shall  be  insured  by  Tenant   pursuant   to
Article 10 of this Lease  immediately upon completion  thereof.  In
addition,  Landlord  may,  in its  discretion,  require  Tenant  to
obtain  a lien  and  completion  bond  or  some  alternate  form of
security  satisfactory  to  Landlord  in an  amount  sufficient  to
ensure the  lien-free  completion  of such  Alterations  and naming
Landlord as a co-obligee.
8.5   Landlord's   Property.    All   Alterations,    improvements,
fixtures  and/or  equipment  which may be installed or placed in or
about the  Premises,  and all signs  installed  in, on or about the
Premises,  from  time to time,  shall be at the sole cost of Tenant
and shall be and become  the  property  of  Landlord,  except  that
upon  expiration  or  earlier  termination  of this  Lease and upon
request from  Landlord,  Tenant  shall remove any wiring,  cabling,
decals,  signage and similar  items  introduced  by Tenant into the
Premises  and shall also  remove any  automated  teller  machine(s)
and after-hours  depositories  from the Building and any associated
machinery,  lightening  and  equipment,  and  shall  repair  damage
resulting  from such removal and match  finishes of the Building to
Landlord's  reasonable  satisfaction.  Furthermore,  Landlord  may,
by  written  notice to Tenant  prior to the end of the Lease  Term,
or given  upon  any  earlier  termination  of this  Lease,  require
Tenant  at  Tenant's  expense  to  remove  any  Alterations  and to
repair  any  damage to the  Premises  and  Building  caused by such
removal.  If  Tenant  fails to  complete  such  removal  and/or  to
repair  any  damage  caused  by the  removal  of  any  Alterations,
Landlord may do so and may charge the cost thereof to Tenant.

ARTICLE 9..
                      COVENANT AGAINST LIENS

      Landlord  shall  have the right at all times to post and keep
posted on the  Premises  any notice  which it deems  necessary  for
protection  from such  liens.  Tenant  covenants  and agrees not to
suffer or permit any lien of  mechanics  or  materialmen  or others
to be  placed  against  the  Real  Property,  the  Building  or the
Premises  with  respect  to work or  services  claimed to have been
performed  for or  materials  claimed  to have  been  furnished  to
Tenant or the  Premises,  and,  in case of any such lien  attaching
or notice of any lien,  Tenant  covenants and agrees to cause it to
be  immediately  released  and  removed of record.  Notwithstanding
anything  to the  contrary  set forth in this  Lease,  in the event
that such lien is not  released  and  removed  within ten (10) days
after the date  notice of such lien is  delivered  by  Landlord  to
Tenant,  Landlord,  at its sole option,  may  immediately  take all
action  necessary  to release  and remove  such lien,  without  any
duty to investigate the validity  thereof,  and all sums, costs and
expenses,   including   reasonable   attorneys'   fees  and  costs,
incurred by Landlord in  connection  with such lien shall be deemed
Additional  Rent under this Lease and shall  immediately be due and
payable by Tenant.

ARTICLE 10.
                             INSURANCE
10.1  Indemnification  and Waiver.  To the extent not prohibited by
law,  Landlord,   its  partners  and  their  respective   officers,
agents,   servants,    employees,   and   independent   contractors
(collectively,  "Landlord  Parties")  shall not be  liable  for any
damage  either to person or property or resulting  from the loss of
use  thereof,  which  damage  is  sustained  by  Tenant or by other
persons  claiming through Tenant.  Tenant shall indemnify,  defend,
protect,  and  hold  harmless  Landlord  Parties  from  any and all
loss,  cost,  damage,  expense  and  liability  (including  without
limitation  court costs and  reasonable  attorneys'  fees) incurred
in  connection  with or arising  from any cause in, on or about the
Premises   and/or   the   Ancillary   Areas   (including,   without
limitation,  those incurred in connection  with or arising from the
Environmental   Work)  either  prior  to,  during,   or  after  the
expiration  of the  Lease  Term,  provided  that  the  terms of the
foregoing  indemnity  shall not apply to the  gross  negligence  or
willful   misconduct   of   Landlord.   The   provisions   of  this
Section 10.1  shall survive the expiration or sooner termination of
this  Lease  with  respect  to any  claims or  liability  occurring
prior to such expiration or termination.
10.2  Tenant's  Compliance  with  Landlord's  Fire  and  Casualty
Insurance.  Tenant  shall,  at  Tenant's  expense,  comply with all
insurance  company  requirements  pertaining  to  the  use  of  the
Premises.  If Tenant's  conduct or use of the  Premises  causes any
increase in the premium for such  insurance  policies,  then Tenant
shall  reimburse  Landlord  for  any  such  increase.   Tenant,  at
Tenant's   expense,   shall   comply   with  all   rules,   orders,
regulations or requirements of the American  Insurance  Association
(formerly  the National  Board of Fire  Underwriters)  and with any
similar body.
10.3  Tenant's  Insurance.  Tenant  shall  maintain  the  following
coverages in the following amounts.
10.3.1.....Commercial  General  Liability  Insurance  covering  the
insured  against  claims  of bodily  injury,  personal  injury  and
property  damage  arising  out  of  Tenant's  operations,   assumed
liabilities  or  use  of  the  Premises,  including  a  Broad  Form
Commercial  General  Liability  endorsement  covering  the insuring
provisions  of this  Lease  and the  performance  by  Tenant of the
indemnity  agreements set forth in Section 10.1 of this Lease,  for
limits of liability not less than:

                     Bodily Injury and
                     Property Damage Liability $3,000,000 each
                     occurrence
                     $3,000,000 annual aggregate

                     Personal Injury Liability $3,000,000 each
                     occurrence
                     $3,000,000 annual aggregate
                     0% Insured's participation
10.3.2.....Physical  Damage   Insurance   covering  (i) all  office
furniture,  trade fixtures,  office equipment,  merchandise and all
other items of  Tenant's  property on the  Premises  installed  by,
for, or at the  expense of Tenant,  (ii) the  Tenant  Improvements,
including  any Tenant  Improvements  which  Landlord  permits to be
installed  above the ceiling of the  Premises or below the floor of
the Premises,  and (iii) all  other  improvements,  alterations and
additions   to   the   Premises,    including   any   improvements,
alterations  or additions  installed at Tenant's  request above the
ceiling of the  Premises or below the floor of the  Premises.  Such
insurance  shall be written on an "all risks" of  physical  loss or
damage  basis,  for the full  replacement  cost  value new  without
deduction  for  depreciation  of the  covered  items and in amounts
that meet any  co-insurance  clauses of the  policies of  insurance
and shall include a vandalism and malicious  mischief  endorsement,
sprinkler   leakage  coverage  and  earthquake   sprinkler  leakage
coverage.
10.3.3.....Loss of  income  and  extra  expense  insurance  in such
amounts as will  reimburse  Tenant for direct or  indirect  loss of
earnings  attributable  to all perils  commonly  insured against by
prudent  tenants or  attributable  to  prevention  of access to the
Premises or to the Building as a result of such perils.
10.3.4.....Workers'  Compensation and Employer's Liability coverage
in amounts required by law.
10.4  Form  of  Policies.   The  minimum   limits  of  policies  of
insurance  required  of Tenant  under this Lease  shall in no event
limit the  liability  of Tenant  under this  Lease.  All  insurance
shall  (i) be  issued by an  insurance  company  having a rating of
not less than A-X in Best's  Insurance  Guide or which is otherwise
acceptable  to  Landlord  and  licensed to do business in the State
of California;  and  (ii) provide  that said insurance shall not be
canceled  or  coverage  changed  unless  thirty  (30)  days'  prior
written   notice   shall  have  been  given  to  Landlord  and  any
mortgagee  or  ground  or   underlying   lessor  of  Landlord.   In
addition,  the insurance  described in  Section 10.3.1  above shall
(a) name  Landlord,  and any other party specified by Landlord,  as
an  additional  insured;   (b) specifically   cover  the  liability
assumed by Tenant under this Lease  including,  but not limited to,
Tenant's  obligations  under  Section  10.1 of this  Lease;  (c) be
primary  insurance  as to all claims  thereunder  and provide  that
any   insurance   required   by   Landlord   is   excess   and   is
non-contributing  with any  insurance  requirement  of Tenant;  and
(d) contain  a  cross-liability   endorsement  or  severability  of
interest  clause  acceptable to Landlord.  Tenant shall deliver all
policies  or  certificates  thereof  to  Landlord  on or before the
Lease  Commencement  Date and at least  thirty (30) days before the
expiration  dates  thereof.  In the  event  Tenant  shall  fail  to
procure   such   insurance,   or  to  deliver   such   policies  or
certificate,  Landlord  may, at its option,  procure such  policies
for the account of Tenant,  and the cost  thereof  shall be paid to
Landlord as  Additional  Rent  within five (5) days after  delivery
to Tenant of bills therefor.
10.5  Subrogation.   Landlord   and  Tenant  agree  to  have  their
respective  insurance  companies  issuing  property damage and loss
of  income  and  extra  expense   insurance  waive  any  rights  of
subrogation  that  such  companies  may have  against  Landlord  or
Tenant,  as the case may be, so long as the  insurance  carried  by
Landlord  and Tenant,  respectively,  is not  invalidated  thereby.
As long as such  waivers  of  subrogation  are  contained  in their
respective  insurance  policies,  Landlord and Tenant  hereby waive
any right  that  either  may have  against  the other on account of
any loss or damage to the extent  such loss or damage is  insurable
under such policies of insurance.
10.6  Additional  Insurance  Obligations.  Tenant  shall  carry and
maintain  during the entire Lease Term,  at Tenant's  sole cost and
expense,   increased  amounts  of  the  insurance  required  to  be
carried  by Tenant  pursuant  to this  Article 10,  and such  other
reasonable  types  of  insurance  coverage  and in such  reasonable
amounts covering the Premises and Tenant's  operations  therein, as
may be reasonably requested by Landlord.

ARTICLE 11.
                      DAMAGE AND DESTRUCTION
11.1  Repair  of Damage  to  Premises  by  Landlord.  Tenant  shall
promptly  notify  Landlord of any damage to the Premises  resulting
from fire or any other  casualty.  If the  Premises  or any  common
areas of the Building  serving or providing  access to the Premises
shall  be  damaged  by  fire  or  other  casualty,  Landlord  shall
promptly  and   diligently,   subject  to  reasonable   delays  for
insurance   adjustment   or   other   matters   beyond   Landlord's
reasonable  control,  and  subject  to  all  other  terms  of  this
Article 11,  restore the base,  shell, and core of the Premises and
such  common  areas.  Such  restoration  shall be to  substantially
the same  condition  of the base,  shell,  and core of the Premises
and common areas prior to the  casualty,  except for  modifications
required  by zoning  and  building  codes and other  laws or by the
holder of a  mortgage  on the  Building,  or the lessor of a ground
or underlying  lease with respect to the Real  Property  and/or the
Building,  or any other  modifications  to the common  areas deemed
desirable  by  Landlord,  provided  access to the  Premises and any
common  restrooms  serving  the  Premises  shall not be  materially
impaired.  Notwithstanding  any other provision of this Lease, upon
the  occurrence of any damage to the Premises,  Tenant shall assign
to  Landlord  (or  to  any  party   designated   by  Landlord)  all
insurance  proceeds  payable  to Tenant  under  Tenant's  insurance
required  under  Section 10.3.2(ii)  and (iii) of this  Lease,  and
Landlord   shall   repair  any  injury  or  damage  to  the  Tenant
Improvements  installed  in the  Premises  and  shall  return  such
Tenant Improvements to their original  condition;  provided that if
the  cost  of  such  repair  by  Landlord  exceeds  the  amount  of
insurance  proceeds  received by Landlord from  Tenant's  insurance
carrier,  as assigned by Tenant,  the cost of such repairs shall be
paid by  Tenant  to  Landlord  prior to  Landlord's  repair  of the
damage.  In connection with such repairs and  replacements,  Tenant
shall,  prior  to  the  commencement  of  construction,  submit  to
Landlord,   for   Landlord's   review  and  approval,   all  plans,
specifications   and  working  drawings   relating   thereto,   and
Landlord shall select the  contractors to perform such  improvement
work.  Such  submittal of plans and  construction  of  improvements
shall  be  performed  in  accordance  with  procedures   reasonably
designated  by  Landlord.  Landlord  shall  not be  liable  for any
inconvenience  or  annoyance to Tenant or its  visitors,  or injury
to Tenant's  business  resulting in any way from such damage or the
repair  thereof;  provided  however,  that  if such  fire or  other
casualty   shall  have   damaged  the   Premises  or  common  areas
necessary  to  Tenant's  occupancy,  and if such  damage is not the
result  of the  negligence  or  willful  misconduct  of  Tenant  or
Tenant's employees,  contractors,  licensees, or invitees, Landlord
shall  allow  Tenant  a  proportionate  abatement  of  Rent  to the
extent   Landlord  is  reimbursed   from  the  proceeds  of  rental
interruption  insurance  purchased by Landlord as part of Operating
Expenses,  during  the  time and to the  extent  the  Premises  are
unfit for  occupancy for the purposes  permitted  under this Lease,
and not occupied by Tenant as a result thereof.
11.2  Landlord's  Option to  Repair.  Notwithstanding  the terms of
Section 11.1  of this  Lease,  Landlord  may elect  not to  rebuild
and/or restore the Premises and/or  Building and instead  terminate
this  Lease by  notifying  Tenant in  writing  of such  termination
within  sixty  (60)  days  after  the date  Landlord  learns of the
necessity  for  repairs  as the result of  damage,  such  notice to
include  a  termination  date  giving  Tenant  ninety  (90) days to
vacate  the  Premises,  but  Landlord  may  so  elect  only  if the
Building  shall be  damaged  by fire or other  casualty  or  cause,
whether or not the  Premises are  affected,  and one or more of the
following  conditions  is present:  (i) repairs  cannot  reasonably
be  completed  within one hundred  twenty (120) days after the date
Landlord  learns of the  necessity  for  repairs  as the  result of
damage   (when  such  repairs  are  made  without  the  payment  of
overtime or other  premiums);  (ii) the  holder of any  mortgage on
the  Building or ground or  underlying  lessor with  respect to the
Real   Property   and/or  the  Building   shall  require  that  the
insurance  proceeds  or any  portion  thereof be used to retire the
mortgage debt, or shall  terminate the ground or underlying  lease,
as the case may be;  or  (iii) the  damage  is not  fully  covered,
except for deductible amounts, by Landlord's insurance policies.
11.3  Waiver  of  Statutory  Provisions.  The  provisions  of  this
Lease,  including this Article 11,  constitute an express agreement
between  Landlord  and  Tenant  with  respect to any and all damage
to,  or  destruction  of,  all or any  part  of the  Premises,  the
Building  or any  other  portion  of the  Real  Property,  and  any
statute  or  regulation  of the  State  of  California,  including,
without   limitation,   Sections   1932(2)   and   1933(4)  of  the
California  Civil Code,  with respect to any rights or  obligations
concerning  damage or  destruction  in the  absence  of an  express
agreement   between  the   parties,   and  any  other   statute  or
regulation,  now or hereafter in effect,  shall have no application
to this  Lease or any damage or  destruction  to all or any part of
the  Premises,  the  Building  or any  other  portion  of the  Real
Property.
11.4  Damage  Near End of Term.  In the event that the  Premises or
the  Building is  destroyed  or damaged to any  substantial  extent
during  the  last  twelve  (12)  months  of the  Lease  Term,  then
notwithstanding  anything  contained in this  Article 11,  Landlord
shall have the  option to  terminate  this Lease by giving  written
notice to Tenant  of the  exercise  of such  option  within  thirty
(30) days after  Landlord  learns of the  necessity  for repairs as
the  result of such  damage or  destruction,  in which  event  this
Lease  shall  cease and  terminate  as of the date of such  notice,
Tenant  shall  pay the Base  Rent  and  Additional  Rent,  properly
apportioned  up to such date of  damage,  and both  parties  hereto
shall   thereafter   be  freed  and   discharged   of  all  further
obligations  hereunder,  except as provided  for in  provisions  of
this Lease which by their terms  survive the  expiration or earlier
termination of the Lease Term.

ARTICLE 12.
                             NONWAIVER

      No waiver of any  provision of this Lease shall be implied by
any  failure of  Landlord  to enforce  any remedy on account of the
violation  of  such   provision,   even  if  such  violation  shall
continue  or be  repeated  subsequently,  any waiver by Landlord of
any  provision  of  this  Lease  may  only  be in  writing,  and no
express  waiver  shall  affect  any  provision  other  than the one
specified  in such  waiver  and  that  one only for the time and in
the manner  specifically  stated.  No receipt of monies by Landlord
from Tenant  after the  termination  of this Lease shall in any way
alter  the  length  of the  Lease  Term  or of  Tenant's  right  of
possession  hereunder  or after  the  giving  of any  notice  shall
reinstate,  continue  or extend the Lease Term or affect any notice
given Tenant prior to the receipt of such monies.

ARTICLE 13.
                           CONDEMNATION
13.1  Permanent  Taking.  If the whole or any part of the  Premises
or  Building   shall  be  taken  by  power  of  eminent  domain  or
condemned   by  any   competent   authority   for  any   public  or
quasi-public  use  or  purpose,  or if  any  adjacent  property  or
street shall be so taken or condemned,  or  reconfigured or vacated
by  such   authority   in  such  manner  as  to  require  the  use,
reconstruction  or  remodeling  of  any  part  of the  Premises  or
Building,  or if Landlord  shall  grant a deed or other  instrument
in  lieu  of  such  taking  by  eminent  domain  or   condemnation,
Landlord  shall  have the  option  to  terminate  this  Lease  upon
ninety (90) days'  notice,  provided  such notice is given no later
than one hundred  eighty  (180) days after the date of such taking,
condemnation,    reconfiguration,    vacation,    deed   or   other
instrument.   If  more  than  twenty-five   percent  (25%)  of  the
rentable  square  feet of the  Premises  is taken,  or if access to
the  Premises  is  substantially  impaired,  Tenant  shall have the
option to  terminate  this Lease  upon  ninety  (90) days'  notice,
provided  such  notice is given no later  than one  hundred  eighty
(180)  days  after  the  date of such  taking.  Landlord  shall  be
entitled  to  receive  the entire  award or  payment in  connection
therewith,  except  that  Tenant  shall  have the right to file any
separate  claim  available  to Tenant  for any  taking of  Tenant's
personal  property and fixtures  belonging to Tenant and  removable
by Tenant upon  expiration  of the Lease Term pursuant to the terms
of this  Lease,  and for  moving  expenses,  so long as such  claim
does not  diminish  the award  available  to  Landlord,  its ground
lessor  with  respect to the Real  Property or its  mortgagee,  and
such  claim is  payable  separately  to  Tenant.  All Rent shall be
apportioned  as of the  date of such  termination,  or the  date of
such  taking,  whichever  shall  first  occur.  If any  part of the
Premises   shall  be  taken,   and  this  Lease  shall  not  be  so
terminated,  the  Rent  shall  be  proportionately  abated.  Tenant
hereby waives any and all rights it might  otherwise  have pursuant
to Section 1265.130 of The California Code of Civil Procedure.
13.2  Temporary  Taking.  Notwithstanding  anything to the contrary
contained in this  Article 13,  in the event of a temporary  taking
of all or any portion of the  Premises  for a period of one hundred
and  eighty  (180)  days  or  less,   then  this  Lease  shall  not
terminate  but the  Base  Rent  and the  Additional  Rent  shall be
abated for the  period of such  taking in  proportion  to the ratio
that the  number of  rentable  square  feet of the  Premises  taken
bears  to  the  total  number  of  rentable   square  feet  of  the
Premises.  Landlord  shall be entitled to receive the entire  award
made in connection with any such temporary taking.

ARTICLE 14.
                     ASSIGNMENT AND SUBLETTING
14.1  Transfers.  Tenant  shall  not,  without  the  prior  written
consent  of  Landlord,  assign,  mortgage,   pledge,   hypothecate,
encumber,  or permit any lien to attach to, or otherwise  transfer,
this Lease or any  interest  hereunder,  permit any  assignment  or
other  such  foregoing  transfer  of  this  Lease  or any  interest
hereunder  by  operation  of law,  sublet the  Premises or any part
thereof,  or permit the use of the  Premises by any  persons  other
than  Tenant  and  its   employees   (all  of  the   foregoing  are
hereinafter  sometimes  referred to collectively as "Transfers" and
any  person  to whom any  Transfer  is made or sought to be made is
hereinafter  sometimes  referred to as a  "Transferee").  If Tenant
shall  desire  Landlord's  consent to any  Transfer,  Tenant  shall
notify  Landlord in writing,  which notice (the "Transfer  Notice")
shall  include  (i) the  proposed  effective  date of the Transfer,
which  shall  not be less than  forty-five  (45) days nor more than
one  hundred  eighty  (180) days after the date of  delivery of the
Transfer  Notice,   (ii) a   description  of  the  portion  of  the
Premises to be  transferred  (the  "Subject  Space"),  (iii) all of
the  terms  of  the  proposed   Transfer   and  the   consideration
therefor,  including a calculation  of the  "Transfer  Premium," as
that term is defined in  Section 14.3  below,  in  connection  with
such  Transfer,  the name and address of the  proposed  Transferee,
and  a  copy  of  all  existing   and/or   proposed   documentation
pertaining  to  the  proposed  Transfer,   including  all  existing
operative  documents  to be executed to evidence  such  Transfer or
the  agreements  incidental  or  related  to  such  Transfer,   and
(iv) current   financial  statements  of  the  proposed  Transferee
certified by an officer,  partner or owner  thereof,  and any other
information  required by  Landlord,  which will enable  Landlord to
determine the financial  responsibility,  character, and reputation
of the proposed  Transferee,  nature of such Transferee's  business
and proposed use of the Subject Space,  and such other  information
as Landlord  may  reasonably  require.  Any  Transfer  made without
Landlord's  prior written consent shall, at Landlord's  option,  be
null,  void and of no effect,  and  shall,  at  Landlord's  option,
constitute  a default by Tenant  under this  Lease.  Whether or not
Landlord  shall grant consent,  Tenant shall pay Landlord's  review
and  processing   fees,  as  well  as  any  reasonable  legal  fees
incurred  by  Landlord,  within  thirty  (30)  days  after  written
request by Landlord.
14.2  Landlord's   Consent.   Landlord   shall   not   unreasonably
withhold  its  consent  to any  proposed  Transfer  of the  Subject
Space to the  Transferee  on the terms  specified  in the  Transfer
Notice.  The  parties  hereby  agree  that it shall  be  reasonable
under  this  Lease and under any  applicable  law for  Landlord  to
withhold  consent  to any  proposed  Transfer  where one or more of
the following  apply,  without  limitation  as to other  reasonable
grounds for withholding consent:
14.2.1.....The  Transferee  is  of a  character  or  reputation  or
engaged in a business which is not  consistent  with the quality of
the  Building,   or  would  be  a  significantly  less  prestigious
occupant of the Building than Tenant;
14.2.2.....The  Transferee  intends  to use the  Subject  Space for
purposes which are not permitted under this Lease;
14.2.3.....The  Transferee  is  either  a  governmental  agency  or
instrumentality thereof;
14.2.4.....The Transfer  will result in more than a reasonable  and
safe number of occupants per floor within the Subject Space;
14.2.5.....The  Transferee is not a party of  reasonable  financial
worth and/or financial  stability in light of the  responsibilities
involved under the Lease on the date consent is requested;
14.2.6.....The  proposed  Transfer  would  cause  Landlord to be in
violation  of another  lease or  agreement  to which  Landlord is a
party,  or  would  give an  occupant  of the  Building  a right  to
cancel its lease; or
14.2.7.....Either the proposed Transferee,  or any person or entity
which  directly or  indirectly,  controls,  is controlled by, or is
under   common   control   with,   the  proposed   Transferee,   is
negotiating  with  Landlord to lease space in the  Building at such
time.

      If Landlord  consents to any  Transfer  pursuant to the terms
of this  Section 14.2  (and does not exercise any recapture  rights
Landlord may have under  Section 14.4  of this  Lease),  Tenant may
within  six (6)  months  after  Landlord's  consent,  but not later
than the  expiration  of said  six-month  period,  enter  into such
Transfer of the  Premises or portion  thereof,  upon  substantially
the same  terms and  conditions  as are set  forth in the  Transfer
Notice  furnished  by Tenant to Landlord  pursuant to  Section 14.1
of this  Lease,  provided  that if  there  are any  changes  in the
terms and conditions  from those  specified in the Transfer  Notice
(i) such  that  Landlord  would  initially  have been  entitled  to
refuse its consent to such  Transfer  under this  Section 14.2,  or
(ii) which  would cause the proposed  Transfer to be more favorable
to the  Transferee  than the terms set forth in  Tenant's  original
Transfer  Notice,   Tenant  shall  again  submit  the  Transfer  to
Landlord for its  approval  and other action under this  Article 14
(including   Landlord's   right  of   recapture,   if  any,   under
Section 14.4   of  this   Lease).   Notwithstanding   any  contrary
provision  of this  Lease,  if  Tenant or any  proposed  Transferee
claims  that  Landlord  has  unreasonably  withheld  or delayed its
consent  to a proposed  Transfer  or  otherwise  has  breached  its
obligations  under this Article 14,  Tenant's and such Transferee's
only  remedy  shall  be  to  seek  a  declaratory  judgment  and/or
injunctive  relief,  and  Tenant,  on behalf of itself  and, to the
extent  permitted  by law,  such  proposed  Transferee  waives  all
other remedies  against  Landlord,  including  without  limitation,
the right to seek monetary damages or to terminate this Lease.
14.3  Transfer Premium.  If Landlord  consents to a Transfer,  as a
condition  thereto  which the parties  hereby agree is  reasonable,
Tenant shall pay to Landlord  fifty  percent (50%) of any "Transfer
Premium,"  as that term is defined in this  Section 14.3,  received
by Tenant  from such  Transferee.  "Transfer  Premium"  shall  mean
all rent,  additional rent or other  consideration  payable by such
Transferee  in excess of the Rent and  Additional  Rent  payable by
Tenant  under this  Lease on a per  rentable  square  foot basis if
less than all of the Premises is  transferred,  after deducting the
reasonable   expenses  incurred  by  Tenant  for  (i) any  changes,
alterations  and  improvements  to the Premises in connection  with
the  Transfer,  and (ii) any  brokerage  commissions  in connection
with  the  Transfer   (collectively,   the   "Subleasing   Costs").
"Transfer  Premium" shall also include,  but not be limited to, key
money and bonus money paid by  Transferee  to Tenant in  connection
with such  Transfer,  and any  payment  in  excess  of fair  market
value  for  services  rendered  by  Tenant  to  Transferee  or  for
assets,  fixtures,  inventory,  equipment, or furniture transferred
by Tenant to Transferee in connection with such Transfer.
14.4  Landlord's  Option  as  to  Subject  Space.   Notwithstanding
anything to the  contrary  contained in this  Article 14,  Landlord
shall have the option,  by giving  written  notice to Tenant within
thirty  (30)  days  after  receipt  of  any  Transfer  Notice,   to
(i) recapture  the Subject  Space,  or (ii) take an  assignment  or
sublease of the  Subject  Space from  Tenant.  Such  recapture,  or
sublease or  assignment  notice  shall  cancel and  terminate  this
Lease,  or create a  sublease  or  assignment,  as the case may be,
with  respect  to the  Subject  Space as of the date  stated in the
Transfer  Notice as the  effective  date of the  proposed  Transfer
until  the  last day of the term of the  Transfer  as set  forth in
the Transfer  Notice.  In the event of a recapture by Landlord,  if
this Lease shall be canceled  with  respect to less than the entire
Premises,  the Rent reserved  herein shall be prorated on the basis
of the  number  of  rentable  square  feet  retained  by  Tenant in
proportion to the number of rentable  square feet  contained in the
Premises,  and this Lease as so amended shall  continue  thereafter
in full force and effect,  and upon  request of either  party,  the
parties  shall  execute  written  confirmation  of the same. If the
Subject   Space  shall  be  assigned  or  subleased  by  Tenant  to
Landlord,  the rent for the  Subject  Space  payable by Landlord to
Tenant  shall be the  lesser of  (i) the  effective  Base Rent plus
the  Additional  Rent  payable  by Tenant  under this Lease for the
Subject  Space  on a  prorated  basis  based  upon  the  number  of
rentable  square feet in the Subject Space,  or (ii) the  effective
rent  (taking into  account all  concessions  made by Tenant to the
Transferee)  set  forth  in the  Transfer  Notice,  and  all  other
provisions  of this Lease  shall  remain in full force and  effect,
and upon  request of either  party,  the  parties  shall  execute a
written  confirmation of the same. If Landlord  declines,  or fails
to elect in a  timely  manner  to  recapture,  sublease  or take an
assignment  of the  Subject  Space under this  Section 14.4,  then,
provided  Landlord has consented to the proposed  Transfer,  Tenant
shall be entitled to proceed to transfer  the Subject  Space to the
proposed  Transferee,  subject to provisions of the last  paragraph
of Section 14.2 of this Lease.
14.5  Effect of  Transfer.  If  Landlord  consents  to a  Transfer,
(i) the  terms  and  conditions  of this  Lease  shall in no way be
deemed to have been waived or  modified,  (ii) such  consent  shall
not be deemed  consent to any further  Transfer by either Tenant or
a  Transferee,  (iii) Tenant  shall  deliver to Landlord,  promptly
after  execution,  an original  executed copy of all  documentation
pertaining  to  the  Transfer  in  form  reasonably  acceptable  to
Landlord,  (iv) Tenant  shall  furnish  upon  Landlord's  request a
complete  statement,  certified by an independent  certified public
accountant,  or Tenant's chief financial officer,  setting forth in
detail the  computation of any Transfer  Premium Tenant has derived
and shall derive from such Transfer,  and (v) no Transfer  relating
to this  Lease or  agreement  entered  into with  respect  thereto,
whether with or without  Landlord's  consent,  shall relieve Tenant
or any  guarantor  of the Lease from  liability  under this  Lease.
Landlord  or its  authorized  representatives  shall have the right
at all reasonable  times to audit the books,  records and papers of
Tenant  relating to any Transfer,  and shall have the right to make
copies  thereof.  If the Transfer  Premium  respecting any Transfer
shall be found understated,  Tenant shall,  within thirty (30) days
after  demand,  pay the  deficiency  and  Landlord's  costs of such
audit,   and  if  understated  by  more  than  ten  percent  (10%),
Landlord  shall have the right to cancel  this  Lease  upon  thirty
(30) days' notice to Tenant.
14.6  Affiliate   Transfers.   Notwithstanding   anything   to  the
contrary   contained  in  this   Article 14,   an   assignment   or
subletting  of all or a portion  of the  Premises  to an  affiliate
("Affiliate")   of  Tenant  (an  entity  which  is  controlled  by,
controls,  or is under common control with,  Tenant),  shall not be
deemed a Transfer under this  Article 14,  provided that (i) Tenant
notifies  Landlord of any such  assignment or sublease and promptly
supplies  Landlord with any documents or  information  requested by
Landlord  regarding such  assignment or sublease or such affiliate,
(ii) such Affiliate has a net worth  calculated in accordance  with
generally  accepted  accounting  principles which is at least equal
to that of Tenant  as of the date of this  Lease,  and  (iii)  such
assignment  or sublease is not a subterfuge  by Tenant to avoid its
obligations  under this  Lease.  An  assignee  of  Tenant's  entire
interest  in  this  Lease  pursuant  to the  immediately  preceding
sentence  may be  referred to herein as an  "Affiliated  Assignee."
"Control," as used in this  Article 15,  shall mean the  ownership,
directly or  indirectly,  of greater  than fifty  percent  (50%) of
the voting  securities  of, or  possession of the right to vote, in
the  ordinary  direction  of its  affairs,  of  greater  than fifty
percent (50%) of the voting interest in, an entity.

ARTICLE 15.
               SURRENDER OF PREMISES; OWNERSHIP AND
                     REMOVAL OF TRADE FIXTURES
15.1  Surrender  of  Premises.  No act or thing done by Landlord or
any agent or employee  of  Landlord  during the Lease Term shall be
deemed to  constitute  an  acceptance by Landlord of a surrender of
the Premises unless such intent is  specifically  acknowledged in a
writing  signed by  Landlord.  The delivery of keys to the Premises
to  Landlord  or any  agent  or  employee  of  Landlord  shall  not
constitute a surrender of the Premises or effect a  termination  of
this  Lease,  whether or not the keys are  thereafter  retained  by
Landlord,   and  notwithstanding  such  delivery  Tenant  shall  be
entitled  to the  return of such keys at any  reasonable  time upon
request  until this  Lease  shall  have been  properly  terminated.
The voluntary or other  surrender of this Lease by Tenant,  whether
accepted  by  Landlord  or not,  or a  mutual  termination  hereof,
shall  not work a  merger,  and at the  option  of  Landlord  shall
operate  as  an   assignment   to  Landlord  of  all  subleases  or
subtenancies affecting the Premises.
15.2  Removal of Tenant  Property  by Tenant.  Upon the  expiration
of the Lease Term, or upon any earlier  termination  of this Lease,
Tenant shall,  subject to the provisions of this  Article 15,  quit
and  surrender  possession  of the  Premises to Landlord in as good
order  and  condition  as  when  Tenant  took   possession  and  as
thereafter  improved by Landlord  and/or  Tenant,  reasonable  wear
and   tear   and   repairs   which   are   specifically   made  the
responsibility   of   Landlord   hereunder   excepted.   Upon  such
expiration  or  termination,   Tenant  shall,  without  expense  to
Landlord,  remove  or cause to be  removed  from the  Premises  all
debris  and  rubbish,  and  such  items  of  furniture,  equipment,
free-standing   cabinet  work,   and  other  articles  of  personal
property  owned by Tenant or  installed  or placed by Tenant at its
expense in the  Premises,  and such  similar  articles of any other
persons  claiming  under  Tenant and Tenant shall repair at its own
expense all damage to the  Premises  and  Building  resulting  from
such removal.

ARTICLE 16.
                           HOLDING OVER

      If Tenant holds over after the  expiration  of the Lease Term
hereof,   with  or  without  the  express  or  implied  consent  of
Landlord,  such tenancy shall be at sufferance  only, and shall not
constitute a renewal  hereof or an extension  for any further term,
and in such case  Base  Rent  shall be  payable  at a monthly  rate
equal to twice  the Base Rent  applicable  during  the last  rental
period of the Lease  Term  under this  Lease.  Such  month-to-month
tenancy  shall  be  subject  to  every  other  term,  covenant  and
agreement  contained  herein.  Nothing contained in this Article 16
shall be  construed  as consent by Landlord to any holding  over by
Tenant,  and  Landlord  expressly  reserves  the  right to  require
Tenant to  surrender  possession  of the  Premises  to  Landlord as
provided  in this Lease upon the  expiration  or other  termination
of this  Lease.  The  provisions  of this  Article 16  shall not be
deemed  to limit or  constitute  a waiver  of any  other  rights or
remedies of  Landlord  provided  herein or at law. If Tenant  fails
to surrender  the Premises  upon the  termination  or expiration of
this  Lease,  in  addition  to any other  liabilities  to  Landlord
accruing  therefrom,  Tenant shall protect,  defend,  indemnify and
hold Landlord  harmless from all loss, costs (including  reasonable
attorneys'  fees)  and  liability   resulting  from  such  failure,
including,  without  limiting the generality of the foregoing,  any
claims made by any  succeeding  tenant founded upon such failure to
surrender, and any lost profits to Landlord resulting therefrom.

ARTICLE 17.
                       ESTOPPEL CERTIFICATES

      Within  ten (10) days  following  a  request  in  writing  by
Landlord,   Tenant  shall   execute  and  deliver  to  Landlord  an
estoppel  certificate,  which,  as submitted by Landlord,  shall be
in a form  designated by Landlord or by any  prospective  mortgagee
or  purchaser  of the Project,  or any portion  thereof,  and shall
also  contain  any  other  information   reasonably   requested  by
Landlord  or  Landlord's   mortgagee  or   prospective   mortgagee.
Tenant shall execute and deliver  whatever  other  instruments  may
be  reasonably  required  for such  purposes.  Failure of Tenant to
timely  execute  and deliver  such  estoppel  certificate  or other
instruments  shall  constitute an acceptance of the Premises and an
acknowledgment  by Tenant that statements  included in the estoppel
certificate are true and correct, without exception.

ARTICLE 18.
                           SUBORDINATION

      This Lease is subject  and  subordinate  to all  present  and
future  ground or  underlying  leases of the Real  Property  and to
the lien of any  mortgages  or trust  deeds,  now or  hereafter  in
force against the Real  Property and the  Building,  if any, and to
all  renewals,   extensions,   modifications,   consolidations  and
replacements  thereof,  and to all advances made or hereafter to be
made upon the security of such  mortgages  or trust  deeds,  unless
the  holders  of such  mortgages  or trust  deeds,  or the  lessors
under such ground lease or  underlying  leases,  require in writing
that this Lease be superior  thereto.  Tenant  covenants and agrees
in the event any  proceedings  are brought for the  foreclosure  of
any  such  mortgage,  or if  any  ground  or  underlying  lease  is
terminated,   to  attorn,   without  any   deductions  or  set-offs
whatsoever,  to the purchaser  upon any such  foreclosure  sale, or
to the lessor of such ground or underlying  lease,  as the case may
be, if so  requested to do so by such  purchaser or lessor,  and to
recognize  such  purchaser  or  lessor  as the  lessor  under  this
Lease.   Tenant   shall,   within  five  (5)  days  of  request  by
Landlord,   execute  such  further  instruments  or  assurances  as
Landlord  may  reasonably  deem  necessary  to  evidence or confirm
such  attornment  and/or the  subordination  or superiority of this
Lease  to  any  such  mortgages,  trust  deeds,  ground  leases  or
underlying leases.  Tenant hereby irrevocably  authorizes  Landlord
to execute  and  deliver in the name of Tenant any such  instrument
or  instruments  if  Tenant  fails  to do so,  provided  that  such
authorization  shall in no way relieve  Tenant from the  obligation
of executing such  instruments  of  subordination  or  superiority.
Tenant  waives the  provisions  of any  current or future  statute,
rule or law which may give or purport  to give  Tenant any right or
election to  terminate  or  otherwise  adversely  affect this Lease
and the  obligations  of the Tenant  hereunder  in the event of any
foreclosure proceeding or sale.

ARTICLE 19.
                        DEFAULTS; REMEDIES
19.1  Events of Default.  The  occurrence  of any of the  following
shall constitute a default of this Lease by Tenant:
19.1.1.....Any  failure  by  Tenant  to pay any  Rent or any  other
charge  required to be paid under this Lease,  or any part thereof,
when due; or
19.1.2.....Any  failure by Tenant to  observe or perform  any other
provision,  covenant or  condition  of this Lease to be observed or
performed by Tenant where such failure  continues  for fifteen (15)
days  after  written   notice  thereof  from  Landlord  to  Tenant;
provided  however,  that any such  notice  shall be in lieu of, and
not in addition to, any notice  required under  California  Code of
Civil  Procedure  Section 1161 or any similar or successor law; and
provided  further  that if the nature of such  default is such that
the same  cannot  reasonably  be cured  within a  fifteen  (15)-day
period,  Tenant  shall  not  be  deemed  to  be  in  default  if it
diligently  commences  such cure within such period and  thereafter
diligently  proceeds  to rectify  and cure said  default as soon as
possible; or
19.1.3.....Abandonment  or  vacation  of the  Premises  by  Tenant.
Abandonment  is herein  defined to include,  but is not limited to,
any  absence by Tenant  from the  Premises  for three (3)  business
days or longer while in default of any provision of this Lease.
19.2  Remedies  Upon Default.  Upon the  occurrence of any event of
default by Tenant,  Landlord  shall have,  in addition to any other
remedies  available to Landlord at law or in equity,  the option to
pursue any one or more of the following  remedies,  each and all of
which shall be cumulative and  nonexclusive,  without any notice or
demand whatsoever.
19.2.1.....Terminate  this  Lease,  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  arrearages  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 has
been earned at the time of such termination; plus
(ii)  The  worth at the time of award of the  amount  by which  the
unpaid rent which would have been earned  after  termination  until
the time of award  exceeds  the  amount  of such  rental  loss that
Tenant proves could have been reasonably avoided; plus
(iii) The  worth at the time of award of the  amount  by which  the
unpaid  rent for the  balance  of the Lease  Term after the time of
award  exceeds the amount of such  rental  loss that Tenant  proves
could have been reasonably avoided; plus
(iv)  Any other  amount  necessary to  compensate  Landlord for all
the  detriment  proximately  caused by Tenant's  failure to perform
its  obligations  under this Lease or which in the ordinary  course
of  things  would  be  likely  to  result  therefrom,  specifically
including   but  not  limited   to,   brokerage   commissions   and
advertising   expenses   incurred,   expenses  of  remodeling   the
Premises or any portion  thereof for a new tenant,  whether for the
same or a  different  use,  and  any  special  concessions  made to
obtain a new tenant; and
(v)   At Landlord's election,  such other amounts in addition to or
in lieu of the  foregoing as may be permitted  from time to time by
applicable law.

The term  "rent"  as used in this  Section 19.2  shall be deemed to
be and to mean  all  sums of every  nature  required  to be paid by
Tenant  pursuant  to the terms of this  Lease,  whether to Landlord
or to others.  As used in  Paragraphs  19.2.1(i)  and (ii),  above,
the  "worth at the time of award"  shall be  computed  by  allowing
interest at the rate set forth in  Article 25  of this  Lease,  but
in no case  greater  than  the  maximum  amount  of  such  interest
permitted  by law.  As used in  Paragraph  19.2.1(iii)  above,  the
"worth  at the time of  award"  shall be  computed  by  discounting
such amount at the  discount  rate of the Federal  Reserve  Bank of
San Francisco at the time of award plus one percent (1%).
19.2.2.....Landlord  shall have the remedy  described in California
Civil Code  Section 1951.4  (lessor  may  continue  lease in effect
after  lessee's  breach  and  abandonment  and  recover  rent as it
becomes  due, if lessee has the right to sublet or assign,  subject
only to  reasonable  limitations).  Accordingly,  if Landlord  does
not elect to  terminate  this Lease on  account  of any  default by
Tenant,  Landlord may, from time to time, without  terminating this
Lease,  enforce  all of its rights and  remedies  under this Lease,
including the right to recover all rent as it becomes due.
19.3  Sublessees of Tenant.  If Landlord  elects to terminate  this
Lease on  account of any  default  by Tenant,  as set forth in this
Article 19,  Landlord  shall  have the right to  terminate  any and
all   subleases,   licenses,   concessions   or  other   consensual
arrangements  for  possession  entered into by Tenant and affecting
the  Premises or may, in  Landlord's  sole  discretion,  succeed to
Tenant's  interest  in such  subleases,  licenses,  concessions  or
arrangements.  In the event of  Landlord's  election  to succeed to
Tenant's interest in any such subleases,  licenses,  concessions or
arrangements,  Tenant  shall,  as of the date of notice by Landlord
of such  election,  have no  further  right to or  interest  in the
rent or other consideration receivable thereunder.
19.4  Form of Payment After  Default.  Following the  occurrence of
an event of  default by  Tenant,  Landlord  shall have the right to
require  that  any or all  subsequent  amounts  paid by  Tenant  to
Landlord  hereunder,   whether  in  the  cure  of  the  default  in
question or  otherwise,  be paid in the form of cash,  money order,
cashier's or  certified  check drawn on an  institution  acceptable
to   Landlord,   or  by   other   means   approved   by   Landlord,
notwithstanding  any prior  practice of  accepting  payments in any
different form.
19.5  Waiver of  Default.  No waiver by  Landlord  or Tenant of any
violation or breach of any of the terms,  provisions  and covenants
herein  contained  shall be deemed or  construed  to  constitute  a
waiver  of any  other or later  violation  or breach of the same or
any  other  of  the  terms,   provisions,   and  covenants   herein
contained.  Forbearance  by Landlord in  enforcement of one or more
of the  remedies  herein  provided  upon an event of default  shall
not  be  deemed  or  construed  to  constitute  a  waiver  of  such
default.   The   acceptance  of  any  Rent  hereunder  by  Landlord
following the  occurrence  of any default,  whether or not known to
Landlord,  shall  not be  deemed  a  waiver  of any  such  default,
except only a default in the payment of the Rent so accepted.
19.6  Efforts  to  Relet.  For the  purposes  of  this  Article 19,
Tenant's  right to  possession  shall  not be  deemed  to have been
terminated  by efforts of  Landlord to relet the  Premises,  by its
acts of maintenance or  preservation  with respect to the Premises,
or by  appointment  of a receiver to protect  Landlord's  interests
hereunder.  The  foregoing  enumeration  is  not  exhaustive,   but
merely  illustrative  of acts which may be  performed  by  Landlord
without terminating Tenant's right to possession.

ARTICLE 20.
                    COVENANT OF QUIET ENJOYMENT

      Landlord  covenants that Tenant, on paying the Rent,  charges
for services  and other  payments  herein  reserved and on keeping,
observing   and   performing   all  the  other  terms,   covenants,
conditions,  provisions  and  agreements  herein  contained  on the
part of Tenant to be kept,  observed and performed,  shall,  during
the Lease  Term,  peaceably  and quietly  have,  hold and enjoy the
Premises subject to the terms,  covenants,  conditions,  provisions
and  agreements   hereof  without   interference   by  any  persons
lawfully  claiming by or through Landlord.  The foregoing  covenant
is in lieu of any other covenant express or implied.

ARTICLE 21.
                        ENVIRONMENTAL WORK

      Tenant   acknowledges  that  Landlord  will  be  removing  an
underground  storage  tank(s) from the Real  Property and will also
be performing  associated  environmental  work  (collectively,  the
"Environmental  Work").  Such Environmental Work may prevent Tenant
from utilizing the Parking  Facilities for an  undetermined  period
of time.  Consequently,  Tenant  shall not be  required  to pay for
parking  under this  Lease  until the  Environmental  Work has been
completed to a level  sufficient  for the Parking  Facilities to be
reopened,  as  determined by Landlord and Landlord has received any
other  necessary  clearances  to  reopen  the  Parking  Facilities.
While Landlord  agrees to use  commercially  reasonable  efforts to
minimize   any   disruption   to   Tenant's   business   operations
throughout the course of the  Environmental  Work, Tenant shall not
otherwise  be  entitled  to any  abatement  of rent as a result  of
such work nor shall Tenant be deemed to be  constructively  evicted
from the  Premises  as a result of such work and  Tenant  agrees to
hold  Landlord  harmless  from any and all claims  arising from the
presence  of  environmental  products  in  the  soil  of  the  Real
Property and from such Environmental Work.

ARTICLE 22.
                        TERMINATION ON SALE

      Landlord and Tenant  acknowledge that Landlord was previously
in  escrow  to sell the Real  Property  to Five  Star,  LLC  ("Five
Star") and that Tenant was  previously in  discussions to lease the
Premises  from Five Star upon Five  Star's  close of escrow for the
Real  Property.  If Landlord,  in its sole  discretion,  ultimately
sells the Real  Property  to Five  Star,  or any  person or company
which is affiliated with,  related to, employed by,  controlled by,
controlling  or under  common  control  with Five  Star,  then this
Lease shall  automatically  terminate  upon the close of escrow for
such sale.  However,  if Landlord,  in its sole  discretion,  sells
the Real  Property  to any  other  purchaser,  this  Lease  between
Landlord and Tenant  shall remain in full force and effect  through
the  Lease  Expiration  Date  (as  may  be  extended   pursuant  to
Section 2.2  above) and the immediately  preceding sentence of this
Article 22  shall  be null and void  and of no  further  force  and
effect.  Tenant  agrees  to  indemnify,  defend  and hold  Landlord
harmless from and against any and all claims,  costs,  expenses and
liabilities  asserted  or  alleged  by Five Star  and/or any of its
affiliates,  employees,  members,  officers or  principals  arising
out of or in  connection  (i) with  Landlord  and  Tenant  entering
into this Lease,  (ii)  Landlord's  grant of the Purchase Option to
Tenant,  (iii)  Tenant's  exercise of the Purchase  Option,  and/or
(iv)  Tenant's  purchase  of  the  Real  Property  as a  result  of
Tenant's  exercise  of the  Purchase  Option,  such  defense  to be
provided  by  counsel  acceptable  to  Landlord  in  its  sole  and
absolute discretion.

ARTICLE 23.
                               SIGNS
23.1  In General.  Tenant shall be  entitled,  at its sole cost and
expense,  to  the  following  (collectively,  "Tenant's  Signage"):
(i) signs  on the  exterior  of  the  Building  at the  approximate
location  of  the  signs  which  were  previously   installed  when
Landlord   operated   a   bank   branch   at   the   Building   and
(ii) identification  signage  within the  Premises.  The  location,
quality,  design,  style,  lighting  and size of  Tenant's  Signage
shall be subject  to  Landlord's  prior  written  approval,  in its
reasonable  discretion.  Tenant's rights to Tenant's  Signage shall
be  personal to Original  Tenant and may not be  transferred.  Upon
the expiration or earlier  termination of this Lease,  Tenant shall
be  responsible,  at its sole cost and expense,  for the removal of
Tenant's  Signage  and the  repair of all  damage  to the  Building
caused  by  such   removal.   If  Tenant  fails  to  timely  remove
Tenant's  Signage,  Landlord  may cause such  signage to be removed
and to repair damage  resulting  from such  removal,  in which case
Tenant  shall be  responsible  for all such  costs so  incurred  by
Landlord.
23.2  Prohibited  Signage  and Other  Items.  Any  signs,  notices,
logos,  pictures,  names or advertisements  which are installed and
that  have  not  been  individually  approved  by  Landlord  may be
removed without notice by Landlord at the sole expense of Tenant.

ARTICLE 24.
                        COMPLIANCE WITH LAW

      Tenant  shall not do anything  or suffer  anything to be done
in or about the Premises  which will in any way  conflict  with any
law, statute,  ordinance or other governmental rule,  regulation or
requirement  now in force or which  may  hereafter  be  enacted  or
promulgated.  At its sole cost and expense,  Tenant shall  promptly
comply with all such governmental  measures,  other than the making
of  structural  changes or changes to the  Building's  life  safety
system.  Should any  standard or  regulation  now or  hereafter  be
imposed  on  Landlord  or  Tenant  by a  state,  federal  or  local
governmental  body charged with the  establishment,  regulation and
enforcement  of  occupational,   health  or  safety  standards  for
employers,  employees,  landlords or tenants,  then Tenant  agrees,
at its  sole  cost  and  expense,  to  comply  promptly  with  such
standards  or  regulations.  The judgment of any court of competent
jurisdiction  or the  admission of Tenant in any  judicial  action,
regardless  of whether  Landlord  is a party  thereto,  that Tenant
has  violated  any  of  said   governmental   measures,   shall  be
conclusive of that fact as between Landlord and Tenant.

ARTICLE 25.
                           LATE CHARGES

      If any  installment  of Rent or any other sum due from Tenant
shall not be received by Landlord  or  Landlord's  designee  within
five (5) days after said amount is due,  then  Tenant  shall pay to
Landlord a late  charge  equal to five  percent  (5%) of the amount
due plus any  attorneys'  fees  incurred  by  Landlord by reason of
Tenant's  failure  to  pay  Rent  and/or  other  charges  when  due
hereunder.  The late  charge  shall be deemed  Additional  Rent and
the right to require it shall be in addition  to all of  Landlord's
other  rights  and  remedies  hereunder  or at law and shall not be
construed  as   liquidated   damages  or  as  limiting   Landlord's
remedies  in any manner.  In addition to the late charge  described
above,  any Rent or other  amounts  owing  hereunder  which are not
paid  within  three  (3) days  after  the date  they are due  shall
thereafter  bear  interest  until  paid at a rate  equal to  twelve
percent  (12%) per annum,  provided that in no case shall such rate
be higher than  the highest rate permitted by applicable law.

ARTICLE 26.
       LANDLORD'S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT
26.1  Landlord's  Cure.  All covenants and agreements to be kept or
performed  by Tenant  under this Lease shall be performed by Tenant
at Tenant's  sole cost and expense  and  without any  reduction  of
Rent.  If  Tenant  shall  fail to  perform  any of its  obligations
under   this   Lease,   within  a   reasonable   time   after  such
performance  is required by the terms of this Lease,  Landlord may,
but shall not be  obligated  to, after  reasonable  prior notice to
Tenant,  make any such  payment or perform any such act on Tenant's
part  without  waiving  its right  based upon any default of Tenant
and without releasing Tenant from any obligations hereunder.
26.2  Tenant's   Reimbursement.   Except  as  may  be  specifically
provided  to the  contrary  in  this  Lease,  Tenant  shall  pay to
Landlord,  within  fifteen (15) days after  delivery by Landlord to
Tenant  of   statements   therefor   sums  equal  to   expenditures
reasonably   made  and   obligations   incurred   by   Landlord  in
connection  with the  remedying  by Landlord  of Tenant's  defaults
pursuant to the provisions of Section 26.1.

ARTICLE 27.
                         ENTRY BY LANDLORD

      Landlord  reserves the right at all reasonable times and upon
reasonable   notice  to  the  Tenant  to  enter  the   Premises  to
(i) inspect   them;   (ii) show   the   Premises   to   prospective
purchasers,  mortgagees or tenants,  or to the ground or underlying
lessors;  (iii) post notices of  nonresponsibility;  or (iv) alter,
improve or repair the  Premises  or the  Building if  necessary  to
comply with current  building  codes or other  applicable  laws, or
for  structural   alterations,   repairs  or  improvements  to  the
Building.  Notwithstanding  anything to the  contrary  contained in
this  Article 27,  Landlord  may enter the  Premises at any time to
(A) perform  services  required of  Landlord;  (B) take  possession
due to any  breach of this  Lease in the  manner  provided  herein;
and (C) perform  any  covenants  of Tenant  which  Tenant  fails to
perform.  Any such entries  shall be without the  abatement of Rent
and  shall  include  the  right to take  such  reasonable  steps as
required to accomplish  the stated  purposes.  Tenant hereby waives
any claims for damages or for any injuries or  inconvenience  to or
interference  with Tenant's  business,  lost  profits,  any loss of
occupancy or quiet  enjoyment of the  Premises,  and any other loss
occasioned  thereby.  For  each  of the  above  purposes,  Landlord
shall at all times  have a key with  which to unlock  all the doors
in the  Premises,  excluding  Tenant's  vaults,  safes and  special
security  areas  designated in advance by Tenant.  In an emergency,
Landlord  shall have the right to use any means that  Landlord  may
deem  proper  to open the doors in and to the  Premises.  Any entry
into the Premises in the manner  hereinbefore  described  shall not
be deemed to be a forcible  or unlawful  entry into,  or a detainer
of, the Premises,  or an actual or constructive  eviction of Tenant
from any portion of the Premises.

ARTICLE 28.
                          TENANT PARKING

      Subject to Article 21 above,  Tenant shall be entitled to the
parking  set  forth in  Section 11  of the  Summary  to park in the
Parking  Facilities.  Subject to  Article 21  above,  Tenant  shall
pay to Landlord for  automobile  parking  passes on a monthly basis
(i)  $35.00  per  unreserved  parking  pass per month for the first
three (3) Lease  Years,  (ii) $38.50 per  unreserved  parking  pass
per  month  for  the  fourth  (4th)  Lease  Year,   and  (iii)  the
prevailing  rate  for  parking  in the  vicinity  of  the  Building
thereafter.  Tenant's  continued  right to use the  parking  passes
is  conditioned  upon Tenant  abiding by all rules and  regulations
which are  prescribed  from time to time for the orderly  operation
and use of the Parking  Facilities  and upon  Tenant's  cooperation
in seeing that  Tenant's  employees  and visitors  also comply with
such rules and  regulations.  Landlord  specifically  reserves  the
right  to  (i) change  the  size,  configuration,  design,  layout,
location  and all other  aspects of the Parking  Facilities  and/or
(ii) perform   repairs  to  the  Parking  Facilities,   and  Tenant
acknowledges  and  agrees  that,   subject  to  Article 21   above,
Landlord  may,  without  incurring  any  liability  to  Tenant  and
without  any  abatement  of Rent  under  this  Lease,  from time to
time,  close-off or restrict  access to the Parking  Facilities for
purposes  of  permitting  or  facilitating  any such  construction,
alteration,  improvements  or repairs  with  respect to the Parking
Facilities   or   to   accommodate   or   facilitate    renovation,
alteration,   construction   or   other   modification   of   other
improvements  or  structures  located  on the  Real  Property.  The
parking  rates  charged by Landlord  for  Tenant's  parking  passes
shall be exclusive of any parking tax or other  charges  imposed by
governmental  authorities  in  connection  with  the  use  of  such
parking,  which  taxes  and/or  charges  shall be paid  directly by
Tenant or the  parking  users,  or,  if  directly  imposed  against
Landlord,  Tenant  shall  reimburse  Landlord  for all  such  taxes
and/or  charges  concurrent  with its payment of the parking  rates
described herein.

ARTICLE 29.
                     MISCELLANEOUS PROVISIONS
29.1  Terms.  The necessary  grammatical  changes  required to make
the   provisions   hereof   apply   either   to   corporations   or
partnerships  or  individuals,  men  or  women,  as  the  case  may
require,  shall in all  cases be  assumed  as  though  in each case
fully expressed.
29.2  Binding  Effect.  Each of the  provisions of this Lease shall
extend  to and  shall,  as the case may  require,  bind or inure to
the benefit not only of Landlord  and of Tenant,  but also of their
respective  successors  or assigns,  provided this clause shall not
permit any  assignment  by Tenant  contrary  to the  provisions  of
Article 14 of this Lease.
29.3  No Air  Rights.  No  rights  to any  view or to  light or air
over any  property,  whether  belonging  to  Landlord  or any other
person,  are  granted to Tenant by this  Lease.  If at any time any
windows of the  Premises are  temporarily  darkened or the light or
view   therefrom   is   obstructed   by  reason  of  any   repairs,
improvements,  maintenance  or cleaning  in or about the  Building,
the same shall be without  liability  to  Landlord  and without any
reduction or diminution of Tenant's obligations under this Lease.
29.4  Transfer of Landlord's  Interest.  Tenant  acknowledges  that
Landlord  has the  right  to  transfer  all or any  portion  of its
interest in the Real  Property and Building and in this Lease,  and
Tenant  agrees  that in the  event of any such  transfer,  Landlord
shall  automatically  be  released  from  all  remaining  liability
under  this  Lease  and  Tenant  agrees  to  look  solely  to  such
transferee   for  the   performance   of   Landlord's   obligations
hereunder   after   the   date   of   transfer.    Tenant   further
acknowledges  that  Landlord  may assign its interest in this Lease
to a mortgage  lender as  additional  security and agrees that such
an  assignment  shall not  release  Landlord  from its  obligations
hereunder  and that Tenant  shall  continue to look to Landlord for
the performance of its obligations hereunder.
29.5  Prohibition  Against  Recording.  Neither this Lease, nor any
memorandum,  affidavit  or  other  writing  with  respect  thereto,
shall be recorded by Tenant or by anyone acting  through,  under or
on behalf of Tenant.
29.6  Landlord's  Title.  Landlord's  title is and always  shall be
paramount to the title of Tenant.  Nothing herein  contained  shall
empower  Tenant to do any act which can,  shall or may encumber the
title of Landlord.
29.7  Captions.  The  captions of  Articles  and  Sections  are for
convenience  only and  shall  not be  deemed  to  limit,  construe,
affect or alter the meaning of such Articles and Sections.
29.8  Relationship  of  Parties.  Nothing  contained  in this Lease
shall be  deemed  or  construed  by the  parties  hereto  or by any
third  party to create the  relationship  of  principal  and agent,
partnership,  joint venturer or any  association  between  Landlord
and Tenant,  it being expressly  understood and agreed that neither
the  method  of  computation  of Rent  nor  any act of the  parties
hereto  shall  be  deemed  to  create  any   relationship   between
Landlord  and Tenant  other than the  relationship  of landlord and
tenant.
29.9  Application  of  Payments.  Landlord  shall have the right to
apply  payments  received  from  Tenant  pursuant  to  this  Lease,
regardless of Tenant's  designation  of such  payments,  to satisfy
any obligations of Tenant  hereunder,  in such order and amounts as
Landlord, in its sole discretion, may elect.
29.10 Time of  Essence.  Time is of the  essence  of this Lease and
each of its provisions.
29.11 Partial  Invalidity.  If any  term,  provision  or  condition
contained  in this  Lease  shall,  to any  extent,  be  invalid  or
unenforceable,  the remainder of this Lease,  or the application of
such term,  provision  or  condition  to  persons or  circumstances
other  than   those  with   respect  to  which  it  is  invalid  or
unenforceable,  shall not be affected  thereby,  and each and every
other term,  provision  and  condition of this Lease shall be valid
and enforceable to the fullest extent possible permitted by law.
29.12 No Warranty.  In executing and delivering this Lease,  Tenant
has not relied on any  representation,  including,  but not limited
to,  any  representation  whatsoever  as to the  amount of any item
comprising  Additional  Rent or the amount of the  Additional  Rent
in the aggregate or that  Landlord is furnishing  the same services
to other  tenants,  at all, on the same level or on the same basis,
or any  warranty  or any  statement  of  Landlord  which is not set
forth herein or in one or more of the exhibits attached hereto.
29.13 Landlord  Exculpation.  It is expressly understood and agreed
that  notwithstanding  anything in this Lease to the contrary,  and
notwithstanding  any applicable law to the contrary,  the liability
of Landlord  and the  Landlord  Parties  hereunder  (including  any
successor  landlord)  and any recourse by Tenant  against  Landlord
or the Landlord  Parties  shall be limited  solely and  exclusively
to an amount  which is equal to the lesser of (a) the  interest  of
Landlord  in the  Building  or  (b) the  equity  interest  Landlord
would have in the  Building  if the  Building  were  encumbered  by
third-party  debt in an  amount  equal to eighty  percent  (80%) of
the  value  of  the  Building  (as  such  value  is  determined  by
Landlord),  and neither  Landlord,  nor any of the Landlord Parties
shall have any  personal  liability  therefor,  and  Tenant  hereby
expressly  waives and releases  such  personal  liability on behalf
of itself and all persons claiming by, through or under Tenant.
29.14 Entire  Agreement.  It is understood  and  acknowledged  that
there are no oral agreements  between the parties hereto  affecting
this  Lease  and this  Lease  supersedes  and  cancels  any and all
previous  negotiations,  arrangements,  brochures,  agreements  and
understandings,  if any,  between the parties  hereto or  displayed
by Landlord to Tenant with respect to the subject  matter  thereof,
and  none  thereof  shall be used to  interpret  or  construe  this
Lease.  This  Lease  and any  side  letter  or  separate  agreement
executed by Landlord and Tenant in  connection  with this Lease and
dated of even date  herewith  contain all of the terms,  covenants,
conditions,  warranties and  agreements of the parties  relating in
any  manner  to the  rental,  use and  occupancy  of the  Premises,
shall be  considered to be the only  agreement  between the parties
hereto  and  their  representatives  and  agents,  and  none of the
terms,  covenants,  conditions  or  provisions of this Lease can be
modified,  deleted  or added to  except  in  writing  signed by the
parties hereto.  All  negotiations  and oral agreements  acceptable
to both parties have been merged into and are included herein.
29.15 Right to  Lease.  Landlord  reserves  the  absolute  right to
effect  such other  tenancies  in the  Building  as Landlord in the
exercise of its sole  business  judgment  shall  determine  to best
promote  the  interests  of the  Building.  Tenant does not rely on
the fact,  nor does Landlord  represent,  that any specific  tenant
or type or number of tenants shall,  during the Lease Term,  occupy
any space in the Building.
29.16 Force  Majeure.  Any  prevention,  delay or  stoppage  due to
strikes,  lockouts,  labor  disputes,  acts  of God,  inability  to
obtain  services,  labor,  or materials or  reasonable  substitutes
therefor,  governmental  actions,  civil commotions,  fire or other
casualty,  and other causes  beyond the  reasonable  control of the
party   obligated   to  perform,   except   with   respect  to  the
obligations  imposed  with  regard to Rent and other  charges to be
paid by Tenant  pursuant  to this Lease  (collectively,  the "Force
Majeure"),  notwithstanding  anything to the contrary  contained in
this  Lease,  shall  excuse  the  performance  of such  party for a
period  equal  to any  such  prevention,  delay  or  stoppage  and,
therefore,  if this Lease  specifies a time period for  performance
of an  obligation  of  either  party,  that  time  period  shall be
extended  by the  period of any delay in such  party's  performance
caused by a Force Majeure.
29.17 Waiver of  Redemption  by Tenant.  Tenant  hereby  waives for
Tenant  and for all those  claiming  under  Tenant all right now or
hereafter  existing  to redeem by order or judgment of any court or
by any legal  process or writ,  Tenant's  right of occupancy of the
Premises after any termination of this Lease.
29.18 Notices. All notices,  demands,  statements or communications
(collectively,  "Notices")  given or required to be given by either
party to the other  hereunder  shall be in  writing,  shall be sent
by United States  certified or registered  mail,  postage  prepaid,
return receipt  requested,  or delivered  personally  (i) to Tenant
at the  appropriate  address set forth in Section 5 of the Summary,
or to such other  place as Tenant  may from time to time  designate
in a Notice to Landlord;  or (ii) to  Landlord at the addresses set
forth in  Section 3  of the  Summary,  or to such  other firm or to
such other place as Landlord  may from time to time  designate in a
Notice to Tenant.  Any Notice  will be deemed  given on the date it
is  delivered  or refused.  If Tenant is  notified of the  identity
and  address  of  Landlord's  mortgagee  or  ground  or  underlying
lessor,   Tenant  shall  give  to  such   mortgagee  or  ground  or
underlying  lessor  written notice of any default by Landlord under
the terms of this Lease by registered or certified  mail,  and such
mortgagee  or  ground  or  underlying   lessor  shall  be  given  a
reasonable  opportunity  to cure  such  default  prior to  Tenant's
exercising any remedy available to Tenant.
29.19 Joint  and  Several.  If there is more than one  Tenant,  the
obligations  imposed  upon  Tenant  under this Lease shall be joint
and several.
29.20 Attorneys'   Fees.  If  either  party  commences   litigation
against the other for the specific  performance of this Lease,  for
damages for the breach hereof or otherwise for  enforcement  of any
remedy  hereunder,  the parties hereto agree to and hereby do waive
any  right  to a trial  by  jury  and,  in the  event  of any  such
commencement   of  litigation,   the  prevailing   party  shall  be
entitled   to  recover   from  the  other   party  such  costs  and
reasonable  attorneys'  fees as may have been  incurred,  including
any and all costs  incurred in enforcing,  perfecting and executing
such judgment.
29.21 Governing  Law.  This Lease shall be  construed  and enforced
in accordance with the laws of the State of California.
29.22 Submission  of  Lease.  Submission  of  this  instrument  for
examination   or  signature   by  Tenant  does  not   constitute  a
reservation  of or an option for lease,  and it is not effective as
a  lease  or  otherwise   until  execution  and  delivery  by  both
Landlord and Tenant.
29.23 Brokers.  Landlord  and Tenant  hereby  warrant to each other
that  they  have had no  dealings  with any real  estate  broker or
agent in connection with the  negotiation of this Lease,  excepting
only the real estate  brokers or agents  specified in Section 12 of
the Summary  (the  "Brokers"),  and that they know of no other real
estate  broker  or  agent  who  is  entitled  to  a  commission  in
connection  with this Lease.  Each party  agrees to  indemnify  and
defend the other party  against  and hold the other party  harmless
from any and all claims, demands,  losses,  liabilities,  lawsuits,
judgments,  and costs and expenses  (including  without  limitation
reasonable   attorneys'   fees)  with   respect   to  any   leasing
commission  or  equivalent  compensation  alleged  to be  owing  on
account of the  indemnifying  party's dealings with any real estate
broker or agent other than the Brokers.

ARTICLE 30.
                          PURCHASE OPTION
30.1  Purchase  Notice and Price.  Landlord hereby grants to Tenant
the one-time  right and option to purchase the Real  Property  (the
"Purchase  Option")  on the  terms set  forth in this  Section  30.
Landlord  shall  provide  Tenant  with  written  notice   ("Trigger
Notice") upon any date  selected by Landlord  which is on or before
November 30,  2003.  The Trigger  Notice  shall  specify the amount
determined  by  Landlord  to  be  the  purchase  price   ("Purchase
Price") for the Real  Property.  The Purchase  Price shall,  in any
event,  be  a  minimum  of  Two  Million  Two  Hundred  Twenty-Five
Thousand  Dollars  ($2,225,000.00)  and the Purchase Price shall be
paid all cash by  Tenant as of the close of  Escrow.  The  Purchase
Option shall be exercised by Tenant,  if at all, by written  notice
("Exercise  Notice")  to  Landlord  within  ten (10) days after the
Trigger  Notice.  Tenant's  failure to deliver the Exercise  Notice
to  Landlord  within  said ten (10) day  period  shall be deemed to
constitute  Tenant's  election not to exercise the Purchase Option,
in which case the  Purchase  Option shall  terminate.  In any event
the  Purchase   Option  shall  be  of  no  force  or  effect  after
December 31, 2003.
30.2  Conditions  Precedent to  Effectiveness  of Purchase  Option.
Notwithstanding   anything  to  the  contrary   contained  in  this
Section 30,  Tenant's  exercise  of the  Purchase  Option  shall be
effective  only  if all  of  the  conditions  precedent  set  forth
hereinbelow  are true and  correct  during  the  period  commencing
upon the date Tenant  delivers the Exercise  Notice and  continuing
until the  Closing  Date (as that term is  defined  below),  unless
Landlord,  in Landlord's sole discretion,  elects to waive any such
condition precedent in writing:

                (i)  Tenant  shall  not  then be in  default  under
      this Lease; and

                (ii) Tenant  shall not have  assigned  its interest
      in this  Lease or in the  Purchase  Option  to other  than an
      Affiliated Assignee.
30.3  Actions  of   Parties.   Within   ten  (10)  days   following
Landlord's  receipt  of the  Exercise  Notice,  the  parties  shall
proceed  to  open  an  escrow  for  the  purchase  and  sale of the
Premises  ("Escrow")  with an escrow and title  company  reasonably
selected  by  Landlord  ("Title/Escrow  Holder")  by  delivering  a
fully  executed  copy of a definitive  Purchase and Sale  Agreement
and  Joint  Escrow  Instructions  (the  "Purchase   Agreement")  to
Title/Escrow  Holder.  In addition,  concurrently  with delivery of
the  Purchase  Agreement  to  Title/Escrow  Holder,   Tenant  shall
deliver to  Title/Escrow  Holder a good faith deposit in the amount
of Ninety  Thousand  Dollars  ($90,000.00),  which deposit shall be
applied  to the  Purchase  Price  and  shall  be  nonrefundable  to
Tenant  except  in  the  event  of  Landlord's  default  under  the
Purchase  Agreement.  The  Purchase  Agreement  shall  specify that
said  deposit  shall  be  delivered  to  Landlord  by  Title/Escrow
Holder  as  liquidated  damages  in the event of  Tenant's  default
under the  Purchase  Agreement.  The  Purchase  Agreement  shall be
prepared by Landlord and  incorporate  the terms and provisions set
forth in this  Section  30 and any  other  commercially  reasonable
and standard provisions approved by the parties.
30.4  Closing  Date.  The close of Escrow  shall occur on or before
the date (the "Closing  Date") which is twenty-one  (21) days after
Tenant  delivers  the  Exercise  Notice to  Landlord.  This  Lease,
including  Tenant's  obligation to pay Rent, shall remain in effect
until the close of Escrow.
30.5  No  Contingencies  to Tenant's  Obligations.  After  Tenant's
delivery of the Exercise  Notice,  there shall be no  contingencies
or  conditions  precedent to Tenant's  obligations  to close Escrow
except for (i)  Landlord's  delivery to  Title/Escrow  Holder on or
before the Closing Date of a duly executed and  acknowledged  grant
deed  conveying  title to the Real  Property to Tenant and (ii) the
agreement  by the  Title/Escrow  Holder to  deliver  to Tenant  the
Title  Policy  described  in Section  30.6  below.  Notwithstanding
the  foregoing,  upon  Tenant's  written  request,  Landlord  shall
provide  Tenant  with  copies of any  written  correspondence  then
received   by   Landlord   and  in   Landlord's   possession   from
governmental   entities   regarding   the  condition  of  the  Real
Property.
30.6  Title.  Title to the Real  Property  shall  be  evidenced  by
either  a  standard  CLTA or ALTA  Owner's  Form  Policy  of  Title
Insurance  issued by the  Title/Escrow  Holder ("Title  Policy") in
the  amount  of the  Purchase  Price  showing  title  to  the  Real
Property  vested  in  Tenant.  Tenant  shall  have  the  option  to
obtain  an  ALTA  Title  Policy  by  providing  written  notice  to
Landlord  of Tenant's  agreement  to pay for the cost of the survey
and the  additional  cost of an ALTA  Title  Policy  in  accordance
with Section 30.7 below.
30.7  Costs and  Prorations.  Landlord  shall pay for all  premiums
for a CLTA Title Policy,  all documentary  transfer and other taxes
imposed  in  connection   with  the  sale  of  the  Real  Property,
one-half  (1/2) of all  Escrow  fees and  costs,  and any  document
recording  charges and taxes  imposed in  connection  with the sale
of the  Real  Property.  Tenant  shall  pay  one-half  (1/2) of all
Escrow  fees and  costs,  the  additional  premium  imposed  in the
event  Tenant  elects  to  obtain  an ALTA  Title  Policy  over the
premium  for a CLTA Title  Policy and any costs  (including  survey
costs)   associated  with  an  ALTA  Title  Policy  and  the  costs
associated  with  any  title  endorsements.  All  other  costs  and
expenses  shall be  apportioned  between  Landlord  and  Tenant  in
accordance  with the customary  practice for comparable real estate
transactions in Monterey, California.
30.8  Representations.   Tenant   acknowledges  that  the  Purchase
Option  has  been  granted  by  Landlord  to  Tenant  based  on the
understanding  that  exercise  of the  Purchase  Option is entirely
voluntary by Tenant,  and that the  conveyance of the Real Property
by  Landlord  to Tenant is and shall be on an "AS IS"  basis,  with
absolutely no  representations  or warranties,  express or implied,
regarding  the  condition  or nature of the Real  Property  and any
improvements thereon except for the following representations.

           (i)  Landlord  and Tenant each  represent  to each other
      than they have the legal power,  right and authority to enter
      into  this  Lease  and  the  instruments  referenced  in this
      Section 30;

           (ii) Landlord  and Tenant  represent  to each other that
      neither  the  execution  of this  Lease  and the  instruments
      referenced  herein, nor the incurrence of the obligations set
      forth herein,  nor the consummation of the transaction herein
      contemplated  conflict with or result in the material  breach
      of any terms,  conditions or  provisions  of, or constitute a
      default under any  agreement or instrument to which  Landlord
      or Tenant, as applicable, is a party; and

           (iii)Any  representations  and  warranties  specifically
      set forth in this Lease.

      The parties agree to indemnify  the other,  and to defend and
hold the  other  harmless,  from all  losses,  damages,  costs  and
expenses  incurred  relating to the Real Property  which arise from
a breach of the  representations  made above. Such  representations
shall  survive,  and shall not merge into,  the close of Escrow and
the recordation of the grant deed for the Real Property.
30.9  Sale to Five  Star.  Landlord  and  Tenant  acknowledge  that
Landlord  shall  be  entitled  to  sell  the  Real   Property,   at
Landlord's sole  discretion,  to Five Star (as that term is defined
in Article 22 above) or any person or company  which is  affiliated
with,  related to,  employed  by,  controlled  by,  controlling  or
under  common  control  with Five Star,  in which case the Purchase
Option  shall be null and void and,  as  indicated  in  Article  22
above, this Lease shall  automatically  terminate upon the close of
escrow for such sale.

      IN WITNESS  WHEREOF,  Landlord  and Tenant  have  caused this
Lease to be executed the day and date first above written.

                               "Landlord":


                               CALIFORNIA BANK & TRUST,
                               a California corporation


                               By:  /s/ DAVID RUSSELL
                                  David Russell, Sr. Vice
                                  President, Director of Corporate
                                  Real Estate Facilities


                               By:          /s/ VICTORIA UNDERWOOD
                                  Victoria Underwood, Vice
                                  President



                               "Tenant":


                               CENTRAL COAST BANCORP.,
                               a California corporation, dba
                               COMMUNITY BANK OF CENTRAL CALIFORNIA


                               By:    /s/ HARRY O. WARDWELL
                                   Its: S.V.P. branch Administrator


                               By:    /s/ CAROL FRANCHI
                                   Its:      S.V.P.      Operations
                                   Administrator



                             EXHIBIT A


                 OUTLINE OF FLOOR PLAN OF PREMISES







                           [ graphic omitted]




                             EXHIBIT B


                    NOTICE OF LEASE TERM DATES

To:



      Re:  Office  Lease  dated   _______________,   2002,  between
           _____________________,                                 a
           _________________________________________  ("Landlord"),
           and          _______________________________,          a
           _____________________    ("Tenant")   concerning   Suite
           _______  on  floor(s)  _______  of the  Office  Building
           located at _________________________________.

Ladies and Gentlemen:

      In accordance  with the Office Lease (the  "Lease"),  we wish
to advise you and/or confirm as follows:
1.    That the Lease Term  shall  commence  as of  ________________
for a term of _______________ ending on _______________.
2.    That in accordance  with the Lease,  Rent commenced to accrue
on _______________________.
3.    If the Lease  Commencement  Date is other  than the first day
of  the  month,   the  first   billing   will  contain  a  pro rata
adjustment.  Each  billing  thereafter,  with the  exception of the
final  billing,  shall  be for  the  full  amount  of  the  monthly
installment as provided for in the Lease.
4.    Rent is due and  payable  in advance on the first day of each
and every  month  during the Lease Term.  Your rent  checks  should
be  made   payable   to   ____________________________________   at
________________________________.
5.    The exact number of rentable  square feet within the Premises
is _______ square feet.
6.    Tenant's  Share as  adjusted  based upon the exact  number of
rentable square feet within the Premises is _______%.

                               "Landlord":

                               _________________________________,
                               a _________________________

                               By:
                               Its:  ____________________



Agreed to and Accepted as
of _____________, 200_.

"Tenant":
                              ,
a

By:
    Its:

By:
    Its:



                             EXHIBIT C


                       RULES AND REGULATIONS

      Tenant   shall   faithfully   observe  and  comply  with  the
following   Rules   and   Regulations.   Landlord   shall   not  be
responsible to Tenant for the  nonperformance  of any of said Rules
and  Regulations  by or  otherwise  with  respect  to the  acts  or
omissions of any other tenants or occupants of the Building.
1.    Tenant  shall  not  alter  any  lock  or  install  any new or
additional  locks or bolts on any doors or windows of the  Premises
without  obtaining  Landlord's prior written consent.  Tenant shall
bear the cost of any lock changes or repairs required by Tenant.
2.    All doors  opening to public  corridors  shall be kept closed
at  all  times  except  for  normal   ingress  and  egress  to  the
Premises, unless electrical hold backs have been installed.
3.    Landlord  reserves  the  right to close and keep  locked  all
entrance  and exit doors of the  Building  during such hours as are
customary  for   comparable   buildings  in  the  vicinity  of  the
Building.  Tenant,  its  employees and agents must be sure that the
doors to the Building  are securely  closed and locked when leaving
the  Premises if it is after the normal  hours of business  for the
Building.  The  Landlord  and its agents shall in no case be liable
for  damages  for any  error  with  regard to the  admission  to or
exclusion  from the  Building of any person.  In case of  invasion,
mob,  riot,  public  excitement,   or  other  commotion,   Landlord
reserves  the right to prevent  access to the  Building  during the
continuance  of same by any  means  it  deems  appropriate  for the
safety and protection of life and property.
4.    Landlord  shall have the right to prescribe the weight,  size
and  position of all safes and other heavy  property  brought  into
the Building.  Safes and other heavy objects  shall,  if considered
necessary  by Landlord,  stand on supports of such  thickness as is
necessary  to properly  distribute  the weight.  Landlord  will not
be  responsible  for loss of or damage to any such safe or property
in any  case.  All  damage  done to any part of the  Building,  its
contents,  occupants or visitors by moving or maintaining  any such
safe or other property shall be the sole  responsibility  of Tenant
and any expense of said damage or injury shall be borne by Tenant.
5.    Landlord  shall have the right to  control  and  operate  the
public  portions  of  the  Building,  the  public  facilities,  the
heating and air  conditioning,  and any other facilities  furnished
for the common use of tenants,  in such manner as is customary  for
comparable buildings in the vicinity of the Building.
6.    Tenant  shall not disturb,  solicit,  or canvass any occupant
of the Building and shall  cooperate  with  Landlord or  Landlord's
agents to prevent same.
7.    The toilet  rooms,  urinals,  wash bowls and other  apparatus
shall not be used for any  purpose  other  than that for which they
were  constructed,  and no foreign substance of any kind whatsoever
shall be thrown  therein.  The  expense of any  breakage,  stoppage
or  damage  resulting  from the  violation  of this  rule  shall be
borne by the tenant who, or whose  employees or agents,  shall have
caused it.
8.    Tenant  shall not  overload  the floor of the  Premises,  nor
mark,  drive  nails  or  screws,  or  drill  into  the  partitions,
woodwork  or plaster or in any way deface the  Premises or any part
thereof without Landlord's consent first had and obtained.
9.    Except  for  vending  machines  intended  for the sole use of
Tenant's  employees  and invitees,  no vending  machine or machines
of any  description  other  than  usual  office  machines  shall be
installed,  maintained  or operated  upon the Premises  without the
written consent of Landlord.
10.   Tenant  shall  not use or keep in or on the  Premises  or the
Building   any   kerosene,   gasoline  or  other   inflammable   or
combustible fluid or material.
11.   Tenant   shall  not  use  any   method  of   heating  or  air
conditioning  other than that which may be  supplied  by  Landlord,
without the prior written consent of Landlord.
12.   Tenant shall not use, keep or permit to be used or kept,  any
foul or noxious gas or substance in or on the  Premises,  or permit
or  allow  the  Premises  to  be  occupied  or  used  in  a  manner
offensive or  objectionable  to Landlord or other  occupants of the
Building by reason of noise,  odors,  or  vibrations,  or interfere
in any way with other Tenants or those having business therein.
13.   Tenant  shall not bring into or keep  within the  Building or
the Premises any animals, birds, bicycles or other vehicles.
14.   No cooking  shall be done or  permitted  by any tenant on the
Premises,  nor  shall  the  Premises  be used  for the  storage  of
merchandise,  for  lodging or for any  improper,  objectionable  or
immoral  purposes.  Notwithstanding  the  foregoing,  Underwriters'
laboratory-approved  equipment and  microwave  ovens may be used in
the  Premises  for  heating  food  and  brewing  coffee,  tea,  hot
chocolate  and  similar  beverages,  provided  that  such use is in
accordance  with all  applicable  federal,  state  and  city  laws,
codes,  ordinances,  rules  and  regulations,  and does  not  cause
odors which are objectionable to Landlord and other Tenants.
15.   Landlord  will approve  where and how telephone and telegraph
wires are to be introduced  to the  Premises.  No boring or cutting
for wires shall be allowed  without the  consent of  Landlord.  The
location  of  telephone,  call  boxes  and other  office  equipment
affixed  to the  Premises  shall  be  subject  to the  approval  of
Landlord.
16.   Tenant,  its  employees  and  agents  shall not loiter in the
entrances or  corridors,  nor in any way  obstruct  the  sidewalks,
lobby, halls,  stairways or elevators,  and shall use the same only
as a means of ingress and egress for the Premises.
17.   Tenant   shall   not   waste   electricity,   water   or  air
conditioning  and  agrees  to  cooperate  fully  with  Landlord  to
ensure the most effective  operation of the Building's  heating and
air  conditioning  system,  and shall  refrain from  attempting  to
adjust  any  controls.   This  includes  the  closing  of  exterior
blinds,  disallowing  the sun rays to  shine  directly  into  areas
adjacent to exterior windows.
18.   Tenant  shall  store  all its trash and  garbage  within  the
interior  of the  Premises.  No  material  shall be  placed  in the
trash  boxes or  receptacles  if such  material  is of such  nature
that  it may  not be  disposed  of in the  ordinary  and  customary
manner of  removing  and  disposing  of trash and  garbage  without
violation  of any law or ordinance  governing  such  disposal.  All
trash,  garbage  and  refuse  disposal  shall be made only  through
entry-ways  and elevators  provided for such purposes at such times
as Landlord shall designate.
19.   Tenant  shall  comply with all safety,  fire  protection  and
evacuation  procedures and  regulations  established by Landlord or
any governmental agency.
20.   Tenant   shall   assume  any  and  all   responsibility   for
protecting the Premises from theft,  robbery and  pilferage,  which
includes  keeping  doors  locked  and  other  means of entry to the
Premises closed, when the Premises are not occupied.
21.   Landlord  may  waive  any  one or  more of  these  Rules  and
Regulations  for the benefit of any  particular  tenant or tenants,
but no such waiver by Landlord  shall be  construed  as a waiver of
such  Rules  and  Regulations  in  favor  of any  other  tenant  or
tenants,  nor prevent  Landlord from thereafter  enforcing any such
Rules or Regulations against any or all tenants of the Building.
22.   No  awnings  or other  projection  shall be  attached  to the
outside  walls of the Building  without the prior  written  consent
of  Landlord.  No  curtains,  blinds,  shades or  screens  shall be
attached to or hung in, or used in connection  with,  any window or
door  of  the  Premises   without  the  prior  written  consent  of
Landlord.  All  electrical  ceiling  fixtures  hung in  offices  or
spaces  along the  perimeter of the  Building  must be  fluorescent
and/or of a  quality,  type,  design  and bulb  color  approved  by
Landlord.
23.   The sashes, sash doors,  skylights,  windows,  and doors that
reflect  or admit  light  and air into the  halls,  passageways  or
other  public  places  in the  Building  shall  not be  covered  or
obstructed  by  Tenant,  nor shall any  bottles,  parcels  or other
articles be placed on the windowsills.
24.   The  washing  and/or  detailing  of or, the  installation  of
windshields,   radios,   telephones   in  or   general   work   on,
automobiles shall not be allowed on the Real Property.
25.   Tenant shall comply with any  non-smoking  ordinance  adopted
by any applicable governmental authority.
26.   Tenant and Tenant's employees,  agents, contractors and other
invitees  shall  not  be  permitted  to  bring  firearms  into  the
Building or surrounding areas at any time.
27.   Landlord  reserves the right at any time to change or rescind
any one or more of these  Rules  and  Regulations,  or to make such
other  and  further   reasonable   Rules  and   Regulations  as  in
Landlord's  judgment  may from  time to time be  necessary  for the
management,  safety,  care  and  cleanliness  of the  Premises  and
Building,  and for the preservation of good order therein,  as well
as for the  convenience  of other  occupants  and tenants  therein.
Landlord  shall  not be  responsible  to  Tenant  or to  any  other
person  for the  nonobservance  of the  Rules  and  Regulations  by
another  tenant  or other  person.  Tenant  shall be deemed to have
read these  Rules and  Regulations  and to have  agreed to abide by
them as a condition of its occupancy of the Premises.




                         GUARANTY OF LEASE

      The undersigned  ("Guarantor"),  as a material  inducement to
and in  consideration  of the execution by CALIFORNIA BANK & TRUST,
a  California  corporation  ("Landlord")  of  that  certain  Office
Lease (the "Lease")  dated  November 18, 2002 between  Landlord and
CENTRAL COAST  BANCORP.,  a California  corporation,  dba COMMUNITY
BANK OF CENTRAL  CALIFORNIA  ("Tenant"),  relating  to  premises in
that certain  building  located at 439 Alvarado  Street,  Monterey,
California, hereby agrees as follows:

      1.   Guarantor   hereby   unconditionally    guarantees   the
performance  of, and  unconditionally  promises to perform,  all of
the  obligations  of  Tenant  under  the  Lease  and  any  and  all
extensions and modifications  thereof,  including,  but not limited
to, the obligation to pay rent thereunder.

      2.   In such  manner,  upon such  terms and at such  times as
Landlord  shall deem best,  and without notice to or the consent of
Guarantor,  Landlord  may alter,  compromise,  extend or change the
time  or  manner  for  the  performance  of any  obligation  hereby
guaranteed,  substitute or add any one or more  guarantors,  accept
additional  or  substituted  security  for the  performance  of any
such obligation,  or release or subordinate any security  therefor,
any and all of which  may be  accomplished  without  any  effect on
the   obligations   of   Guarantor   hereunder.   No   exercise  or
non-exercise  by Landlord of any right hereby given,  no dealing by
Landlord with Tenant,  any other guarantor or other person,  and no
change,  impairment  or  suspension  of  any  right  or  remedy  of
Landlord  shall  in  any  way  affect  any of  the  obligations  of
Guarantor  hereunder  or any  security  furnished  by  Guarantor or
give Guarantor any recourse against Landlord.

      3.   Guarantor  hereby  waives  and  agrees  not to assert or
take advantage of the following:

           (a)  Any right to require  Landlord  to proceed  against
      Tenant  or any other  person or to  proceed  or  exhaust  any
      security  held by Landlord at any time or to pursue any other
      remedy  in  Landlord's   power  before   proceeding   against
      Guarantor,  including  the  provisions  of Sections  2845 and
      2850 of the Civil Code of California;

           (b)  Any  defense  that  may  arise  by  reason  of  the
      incapacity,   lack  of   authority,   bankruptcy,   death  or
      disability  of any other  person or persons or the failure of
      Landlord  to file or enforce a claim  against  the estate (in
      administration,  bankruptcy or any other  proceeding)  of any
      other  person  or  persons,   including  the   provisions  of
      Section 2810 of the Civil Code of California;

           (c)  Any right to receive demands,  protests and notices
      of any kind  including,  but not  limited  to,  notice of the
      existence,  creation or  incurring  of any new or  additional
      obligation  or of any  action  or  non-action  on the part of
      Tenant, Landlord or any other person;

           (d)  Any  defense  based  on  an  election  of  remedies
      including,  but not limited to, any action by Landlord  which
      shall destroy or otherwise  impair any  subrogation  right of
      Guarantor  or the  right  of  Guarantor  to  proceed  against
      Tenant for reimbursement, or both;

           (e)  Any duty on the part of  Landlord  to  disclose  to
      Guarantor any facts  Landlord may now or hereafter know about
      Tenant,  regardless of whether Landlord has reason to believe
      that such facts  materially  increase  the risk  beyond  that
      which  Guarantor  intends  to assume or has reason to believe
      that such facts are unknown to  Guarantor or has a reasonable
      opportunity to communicate such facts to Guarantor,  it being
      understood  and agreed that  Guarantor  is fully  responsible
      for being and keeping informed of the financial  condition of
      Tenant  and of all  circumstances  bearing  on  the  risk  of
      nonperformance of any obligation hereby guaranteed;

           (f)  Any right to  receive  notice of or to  consent  to
      any  amendments  that  may  hereafter  be made to the  Lease,
      including the  provisions of  Section 2819  of the Civil Code
      of California; and

           (g)  Any  defense  based  on the fact  that  Guarantor's
      obligations  hereunder  are  larger or more  burdensome  than
      that of Tenant's  under the Lease,  including the  provisions
      of Section 2809 of the Civil Code of California.

      4.   Until all obligations  hereby guaranteed shall have been
fully  performed,  Guarantor shall have no right of subrogation and
waives any right to enforce any remedy  which  Landlord  now has or
may  hereafter  have  against  Tenant and any  benefit  of, and any
right to  participate  in, any security  now or  hereafter  held by
Landlord,  including  the  provisions  of Sections  2847,  2848 and
2849  of the  Civil  Code  of  California.  Guarantor  agrees  that
nothing  contained  herein shall prevent Landlord from suing on the
Lease  or  from   exercising  any  rights   available  to  Landlord
thereunder  and that the  exercise of any of the  aforesaid  rights
shall  not   constitute   a  legal  or   equitable   discharge   of
Guarantor.  Guarantor  expressly  waives any and all benefits under
the second sentence of California  Civil Code  Section 2822(a).  In
addition,  Guarantor  agrees that  Landlord  (and not Tenant) shall
have the right to  designate  the portion of  Tenant's  obligations
under the Lease that is satisfied by a partial payment by Tenant.

      5.   All  existing  and  future   obligations  of  Tenant  to
Guarantor,  or any person  owned in whole or in part by  Guarantor,
and the  right  of  Guarantor  to cause or  permit  itself  or such
person to  withdraw  any  capital  invested  in Tenant  are  hereby
subordinated to all obligations  hereby  guaranteed,  and,  without
the  prior  written  consent  of  Landlord,   such  obligations  to
Guarantor  shall not be  performed,  and such capital  shall not be
withdrawn,  in whole or in part,  while Tenant is in default  under
the Lease.

      6.   All rights,  powers and  remedies of Landlord  hereunder
and under  any  other  agreement  now or at any time  hereafter  in
force between  Landlord and Guarantor  shall be cumulative  and not
alternative,  and such  rights,  powers  and  remedies  shall be in
addition to all rights,  powers and  remedies  given to Landlord at
law or in equity.  This  Guaranty  of Lease is in  addition  to and
exclusive  of  the   guarantee  of  any  other   guarantor  of  any
obligation of Tenant to Landlord.

      7.   The  obligations of Guarantor  hereunder are independent
of the  obligations  of Tenant  under the Lease,  and, in the event
of any default  hereunder or under the Lease, a separate  action or
actions may be brought and prosecuted  against  Guarantor,  whether
or not Tenant is joined  therein  or a  separate  action or actions
are  brought  against  Tenant.  Landlord  may  maintain  successive
actions  for other  defaults.  Landlord's  rights  hereunder  shall
not be  exhausted  by its exercise of any of its rights or remedies
or by any  such  action  or by any  number  of  successive  actions
until and  unless  all  obligations  hereby  guaranteed  shall have
been fully performed.

      8.   Guarantor   shall  pay  to  Landlord,   without  demand,
reasonable  attorneys'  fees and all costs and other expenses which
Landlord  shall expend or incur in collecting or  compromising  any
obligation  hereby  guaranteed  or in  enforcing  this  Guaranty of
Lease against  Guarantor,  whether or not suit is filed  including,
but not  limited  to,  attorneys'  fees,  costs and other  expenses
incurred   by   Landlord  in   connection   with  any   insolvency,
bankruptcy,   reorganization,    arrangement   or   other   similar
proceeding  involving  Guarantor  which  in  any  way  affects  the
exercise by Landlord of its rights and remedies hereunder.

      9.   Should any one or more  provisions  of this  Guaranty of
Lease be  determined  to be  illegal  or  unenforceable,  all other
provisions shall nevertheless be effective.

      10.  This  Guaranty  of Lease  shall  inure to the benefit of
Landlord  and its  successors  and  assigns,  and  shall  bind  the
heirs,  executors,   administrators,   successors  and  assigns  of
Guarantor.  This  Guaranty  of Lease may be  assigned  by  Landlord
concurrently  with the  transfer  of title to  property  covered by
the Lease,  and,  when so  assigned,  Guarantor  shall be liable to
the  assignees  without in any manner  affecting  the  liability of
Guarantor hereunder.

      11.  Upon  full   performance  of  all   obligations   hereby
guaranteed,  this  Guaranty of Lease  shall be of no further  force
or effect.

      12.  No  provision  of this  Guaranty  of  Lease  or right of
Landlord  hereunder  can be waived or modified,  nor can  Guarantor
be released from  Guarantor's  obligations  hereunder,  except by a
writing duly executed by Landlord.

      13.  When the context and construction so require,  all words
used in the  singular  herein  shall be deemed to have been used in
the  plural  and the  masculine  shall  include  the  feminine  and
neuter and vice  versa.  The word  "person"  as used  herein  shall
include any individual,  company, firm,  association,  partnership,
corporation, trust or other legal entity of any kind whatsoever.

      15.  This   Guaranty  of  Lease  shall  be  governed  by  and
construed   in   accordance   with  the   laws  of  the   State  of
California.  In any action  brought  under or  arising  out of this
Guaranty of Lease,  Guarantor  hereby consents to the  jurisdiction
of any competent  court within the State of  California  and hereby
consents  to  service  of  process  by  any  means   authorized  by
California  law.  This  Guaranty  of  Lease  shall  constitute  the
entire  agreement of Guarantor  with respect to the subject  matter
hereof,   and  no   representation,   understanding,   promise   or
condition  concerning  the subject  matter  hereof shall be binding
upon Landlord unless expressed herein.



November _25__, 2002                COMMUNITY    BANK   OF    CENTRAL
                                    CALIFORNIA,      a     California
                                    corporation


                                    By:  /s/ HARRY O. WARDWELL
                                          Its:     S.V.P.      Branch
                                          Administrator


                                    By:  /s/ CAROL FRANCHI
                                          Its:   S.V.P.    Operations
                                          Administrator