<PAGE>   1
Exhibit 10.19


                                 484 Lighthouse
                                      LEASE









                                A. G. Davi, Ltd.
                              Post Office Box 2350
                             Monterey, CA 93942-2350
                                  408-373-2222



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<PAGE>   2


<TABLE>
<CAPTION>
INDEX
Paragraph
<S>                                                                          <C>
1.    Definition
2.    Premises                                                               1
3.    Term of Lease                                                          1
4.    Rental                                                                 1
5.    Adjustment of Fixed Rent                                               2
6.    Security Deposit                                                       2
7.    Governmental Intervention                                              2
8.    Designation of Maintenance, Repair of Common Area                      2
9.    Purpose                                                                4
10.   Compliance with Law                                                    4
11.   Use and Cleanliness and quiet Enjoyment                                4
12.   Assignment and Sub-Letting                                             4
13.   Acceptance of Premises                                                 5
14.   Liens                                                                  5
15.   Accession                                                              6
16.   Waste                                                                  6
17.   Holdover Tenancy                                                       6
18.   Fire and Glass Insurance                                               6
19.   Liability Insurance                                                    7
20.   Personal Property Taxes                                                7
21.   Damage and or Destruction of Demised Premises                          7
22.   Prohibitive Acts                                                       7
23.   Inspection                                                             8
24.   Bankruptcy or Insolvency                                               8
25.   Default and Reentry                                                    8
26.   Lessor and Lessee Liability                                            9
27.   Late Payment Charges and Interest on Delinquencies                     9
28.   Attorney's Fees                                                        9
29.   Non-Waiver or Breach                                                   9
30.   Condemnation                                                           10
31.   Utilities                                                              10
32.   Heirs and Assigns                                                      10
33.   Notices                                                                10
34.   Construction                                                           11
35.   Layout of Demised Premises and Surrounding
      Area Owned by Lessor                                                   11
36.   Number and Gender                                                      11
37.   Marginal Titles                                                        11
38.   Modification and Voidance of Prior Agreements                          11
39.   Time of Essence                                                        11
40.   Payments not in Substitution                                           11
41.   Conveyance by Lessor                                                   11
42.   Signs and Advertising                                                  12
43.   Statement of Lessee                                                    12
44.   Cleaning, Janitorial, Garbage and
      Refuse Collection                                                      12
45.   Alterations/Improvements                                               12
46.   Subordination                                                          12
47.   Hazardous Material                                                     13
      Exhibit A Lease Particulars                                            15
      Exhibit B Schematic Diagram                                            16
      Addendum No. 1                                                         17
      Option to extend Term                                                  18
</TABLE>



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<PAGE>   3


LEASE

This Lease, made and entered into on the date appearing in the signature block
hereof, by and between J.V. Rossi. (hereinafter referred to as Lessor), and
Cypress Bank a California Corporation hereinafter referred to as Lessee).

WITNESSES:

1.    DEFINITIONS:

      1)    Lease Year. For the purpose of this Lease, a "lease year" is a
            period during the lease term commencing on the first day of the
            lease term (except that if the lease term commences on a day other
            than the first day of a calendar month, then the "lease year" shall
            commence on the first day of the next succeeding calendar month) and
            ending at midnight twelve (12) full calendar months thereafter;
            provided, however that the last lease year shall end at the end of
            the lease term, except that if such period includes less than the
            whole of a calendar month, that portion of the calendar month
            included within the period is a month.

      2)    Common Area. As used in this Lease, the term "common area" shall
            include all areas and facilities in, upon or about the Center, by
            Lessor for the non-exclusive use of Lessee in common with other
            authorized users. It is understood and agreed that the common area
            is not a portion of the premises demised to Lessee hereunder.

      3)    Floor Area. The term "floor area" means that actual number of square
            feet of floor space within the exterior faces of the exterior walls
            (except party and interior walls. In which case the center thereof
            instead of the exterior faces shall be used) of the buildings,
            including vacant space therein. The term "floor area" refers to
            gross floor area, and no deductions shall be made from the "floor
            area" by reason of columns, stairs, or other interior construction
            or equipment. The total "floor area" of the demised premises and the
            total "floor area" of the buildings, including the "floor area" of
            the demised premises is hereby defined, fixed, determined and agreed
            by Lessee and Lessor as set forth above and shown on Exhibit "A"
            attached hereto and shall be conclusive upon the parties hereto.

      4)    MRWPCA. The term "MRWPCA" shall mean Monterey Regional Water
            Pollution Control Agency.

      5)    CENTER. The term "Center" shall include: shopping center,
            professional office building, mixed-use properties, single and
            multi-tenant properties, industrial, retail, warehouse, and other
            general commercial properties, all of which may be improved or
            unimproved, owned by Lessor.

2.    PREMISES: In consideration of the terms, covenants, conditions and
      obligations herein contained, to be kept, performed and complied with by
      Lessee, and upon the condition that Lessee keeps, performs and complies
      with said terms, covenants, conditions and obligations, Lessor does hereby
      demise to Lessee, and Lessee does hereby rent from Lessor those certain
      premises described in Exhibit "A" attached hereto (hereinafter demised
      premises), located at 484 Lighthouse, Suites 101,103, 93940, (hereinafter
      Center). This Lease is of real property in a Multi-Use Shopping Center
      within the meaning of the Bankruptcy Code. 11 U.S.C. Section 365(b)(3).

3.    TERM OF LEASE: The term of this Lease shall be for the approximate number
      of years appearing as the Approximate Term on Exhibit "A" attached hereto
      and shall commence on the Commencement Date as it appears in said Exhibit
      "A" and shall terminate on the Expiration Date as it appears on said
      Exhibit "A", unless earlier terminated. If Lessor, for any reason
      whatsoever, cannot deliver possession of the said premises to Lessee at
      the commencement of the term hereof, this Lease shall not be void or
      voidable, nor shall Lessor be liable to Lessee for any loss or damage
      resulting therefrom, but in that event there shall be a proportionate
      reduction of rent covering the period between the commencement of the said
      term and the time when Lessor can deliver possession.

4.    RENTAL: Lessee hereby covenants to pay to Lessor, at the time and place
      and computed in the manner hereinafter set forth, as rental for the
      demised premises for each month. As hereinafter defined, during the term
      of this Lease, no less than the Initial Fixed Rent appearing in Exhibit
      "A" as adjusted from time to time in accordance with the provisions of
      paragraph 5, below. Initial Fixed Rent as so adjusted shall be called the
      Then Fixed Rent and shall be paid, and MRWPCA charges, monthly, in
      advance, on the first day of each month during the lease term. Rental
      payments and charges shall not be reduced by any claims, demands, or
      off-sets against Lessor of any kind whatsoever. Notwithstanding anything
      in this Lease to the contrary, all amounts payable by Lessee to or on
      behalf of Lessor under this Lease, whether or not expressly denominated as
      rent, shall constitute rent for the purposes of the Bankruptcy Code, 11
      U.S.C. Section 502(b)(6).



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<PAGE>   4

5.    ADJUSTMENT OF FIXED RENT: Notwithstanding the provisions of paragraph 4,
      the fixed rent shall be adjusted on the first day of the second lease year
      and thereafter at twelve-month intervals for so long as this Lease or any
      extension thereof shall be in effect, unless otherwise agreed in writing
      by Lessor and Lessee as follows: on the first day of the second lease year
      and on the first day of each lease year thereafter (the adjustment dates),
      the Then Fixed Rent shall become the product of multiplying the Then Fixed
      Rent attached hereto, by the annual percentage increase as reflected in
      the Consumer Price Index for All Urban Consumers in the San Francisco -
      Oakland area as published by the Bureau of Labor Statistics, United States
      Department of Labor or any successor index, for the calendar month
      preceding the adjustment dates.

6.    SECURITY DEPOSIT: On or before the date of execution of this Lease, Lessee
      has delivered to Lessor, receipt of which is hereby acknowledged by
      Lessor, the following payments, as they appear on Exhibit "A" attached
      hereto:
      1) the Initial Monthly Payment consisting of the Initial Fixed Rent plus
      the first month's common-area, MRWPCA and other charges or reimbursements,
      as applicable, and
      2) the Security Deposit, for the full and faithful performance by Lessee
      of all of the covenants, conditions, terms and obligations of this Lease
      to be performed and kept by Lessee. If Lessee shall have fully and
      faithfully complied with all of the terms, covenants, conditions and
      obligations of this Lease, the security deposit shall be returned to
      Lessee within fifteen days after Lessee has vacated the demised premises.
      If Lessee defaults in respect to any of the terms, covenants, conditions
      and obligations of this Lease, including but not limited to nonpayment of
      rent, Lessor may use, apply or retain the whole or any part of the
      security deposit for the payment of any rent in default or for
      reimbursement of Lessor for any sums which Lessor may spend or be required
      to spend by reason of Lessee's default. The application by Lessor of all
      or any part of said security deposit shall not preclude Lessor from
      thereafter exercising each and all of Lessor's other rights and remedies
      upon such default of Lessee. Should Lessor resort to any portion or all of
      the security deposit then, and in that event, Lessee agrees to pay to
      Lessor the amount for which resort to the security deposit was had and
      necessary to restore the security deposit to the original sum required
      hereunder. Lessee will receive no interest on any portion of the security
      deposit.

7.    GOVERNMENTAL INTERVENTION: In the event that Lessee's occupancy of the
      demised premises shall be prohibited, restricted, modified or interfered
      with in any respect by or as a result of any action of any governmental
      authority or agency then Lessee shall comply with any and all lawful
      orders made by any such governmental agency having jurisdiction in the
      premises and in the event that Lessee's occupancy shall be prohibited by
      reason of the intervention of such governmental agency then Lessee's sole
      remedy hereunder shall be an option to cancel this Lease and from and
      after the giving of written notice of the exercise of such option to
      cancel this Lease neither party hereto shall thereafter have any further
      obligations whatsoever by reason of this Lease. Lessee shall obtain any
      and all governmental approvals, authorizations, and permits necessary to
      enable Lessee to operate Lessee's business or practice in the premises and
      shall comply with any and all conditions and requirements imposed thereon,
      all at Lessee's sole cost and expense. Lessor shall have no obligation for
      obtaining any such approvals, authorizations or permits nor shall Lessor
      have any obligations or responsibility by reason of any governmental
      intervention, prohibition, condition or qualification with respect to
      Lessee's occupancy of the demised premises or Lessee's business or
      practice conducted therein regardless of whether any such governmental
      action be based upon any action or inaction of Lessor or action or
      inaction of Lessee. Lessor makes no warranties or representations with
      respect to the status or need for any governmental approvals,
      authorizations or permits by either Lessor or Lessee, and Lessee assumes
      full and complete responsibility for determining what permits, approvals
      and authorizations, if any are required, necessary or desirable.

8.    DESIGNATION. MAINTENANCE, REPAIR OF COMMON AREAS:

      1)    Within and about the Center Lessor will from time to time provide
            and designate for the general use and convenience (among others) of
            Lessee and other lessees of all or any part of the Center and their
            respective employees, clients, customers and guests, certain common
            areas.

      2)    These shall include, but are not limited to sidewalks, landscaped
            areas, driveways, entrances, exits, lighting standards, lighting
            fixtures, exterior stairways, corridors, interior stairs, balconies
            and similar areas and improvements, loading and delivery areas,
            refuse disposal areas, and other areas and facilities that may be
            provided and designated by Lessor from time to time for the general
            use and convenience.

      3)    If Lessee defaults in making any payments required by this
            Subparagraph 3) Lessor may, in addition to other remedies under this
            Lease or provided by law, deny Lessee and its employees, patients,
            clients, sub-tenants, licensees, agents, service suppliers,
            customers



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<PAGE>   5

      and patrons, the right to use any part of the common area, and may
      withhold all privileges herein granted so long as Lessee remains in such
      default.

      4)    In addition to the other rights herein reserved. Lessor shall have
            the right, in its sole discretion:

            a)          To determine the nature and extent of the common area,
                        whether the same shall contain surface, underground or
                        multi-decked parking, and at any time to make such
                        changes in the physical character, size, location,
                        number, layout and operation of the common area as
                        Lessor may deem advisable, including, but not limited
                        to, the locating and relocating of driveways, entrances,
                        exits, the direction and flow of traffic, vehicle
                        parking spaces, the installation of restricted use areas
                        and other changes to the common area in general :

            b)          To establish and at any time to change, alter, amend and
                        to enforce against Lessee and other users of the common
                        area such reasonable rules and regulations, of which
                        Lessor shall give Lessee written notice, as may be
                        deemed necessary and advisable for the proper and
                        efficient operation and maintenance of the common area
                        and the Center. Lessee agrees to conform to and abide by
                        all such rules and regulations in its use of the common
                        area;

            c)          To designate or prescribe upon written notice to Lessee,
                        certain parts or sections within the common area in
                        close proximity to the buildings, in which Lessee's
                        employees, agents, sub-tenants, and concessionaires
                        shall be forbidden to park their automobiles and, in the
                        event that Lessor makes such a designation. Lessor may
                        require such persons to use only such space in the
                        common area or available public space outside thereof as
                        is not so restricted. Upon written request of Lessor,
                        Lessee shall, within seven days thereafter, furnish to
                        Lessor the automobile license numbers of the automobiles
                        customarily used by the above-specified persons.

9.    PURPOSE: Lessee covenants that during Lessee's occupancy of the demised
      premises, Lessee will use the demised premises solely for the purpose of
      operating the practice or business appearing as Business Purpose in
      Exhibit "A" attached hereto. Lessee further covenants that Lessee will not
      at any time during Lessee's occupancy, use the premises for any other
      purpose without the written consent of Lessor first had and obtained.

10.   COMPLIANCE WIM LAW: Lessee covenants that during Lessee's occupancy of the
      demised premises Lessee shall at Lessee's own cost and expense, promptly
      and properly observe, comply with and execute, all present and future
      orders, regulations, directions, rules, laws, ordinances and requirements
      of governmental authorities, including, but not limited to, state,
      municipal, county and federal governments and their departments, bureaus,
      boards and officials and the Board of Fire Underwriters and any other
      board or organization exercising similar functions arising from the use or
      occupancy of, or applicable in any manner to the demised premises or
      privileges appurtenant to or connected with the enjoyment of the demised
      premises.


11.   USE AND CLEANLINESS AND OUIET ENJOYMENT: Lessee covenants that during
      Lessee's occupancy of the demised premises. Lessee will not permit said
      premises to be used for any improper, illegal or immoral purposes or
      permit Lessee's business to be carried on in such a manner, or Lessee's
      employees, clients, patients or customers to behave in such a manner as to
      be noisy, offensive or bothersome to other tenants or to others in the
      vicinity of the demised premises. Lessee further covenants to keep said
      premises and all windows therein clean at all times and free from dust,
      dirt or other unsightly substances and to deposit Lessee's refuse only in
      those areas designated by Lessor in writing from time to time.

12.   ASSIGNMENT AND SUB-LETTING:
      1)    Lessee shall not sell, transfer, assign, mortgage or hypothecate
            this Lease or any interest in this Lease nor permit the use of the
            demised premises by any person or persons other than Lessee, nor
            sublet the premises or any part thereof without the written consent
            of Lessor first had and obtained, which consent shall not
            unreasonably be withheld. Consent to any of the aforementioned acts
            shall not operate as a waiver of the necessity of first obtaining
            the written consent of Lessor to any such subsequent act and the
            terms of any such consent shall be binding upon any person holding
            by, under or through any such written consent. Lessee agrees that
            the consent of Lessor shall not be deemed or considered withheld by
            reason of the fact that in the event of the sale of the business
            operated by Lessee on the demised premises, Lessor requires as a
            condition of the assignment of the Lease that the terms and



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            conditions of this Lease be modified, including but not limited to
            those terms and conditions concerning the security deposit or rent,
            or that a new lease be entered into. Lessee agrees that the consent
            of Lessor shall not be deemed or considered unreasonably withheld if
            Lessor refuses to consent to the assignment of this Lease to any
            person, firm or corporation other than an entity similar to that
            operated by Lessee with a financial statement and condition
            satisfactory to Lessor. In any event, if Lessor shall consent to any
            sublease, sale, transfer, assignment, mortgage or hypothecation of
            this Lease or any interest in this Lease, or if Lessee shall without
            such consent have sub leased, sold, transferred assigned, mortgaged
            or hypothecated this Lease or any or all of Lessee's interest
            therein then, without otherwise limiting any other remedies Lessor
            may have by law or under the provisions of this Lease, Lessor shall
            be entitled to receive and Lessee shall assign to and promptly pay
            to Lessor, any and all consideration that exceeds the monies owed by
            Lessee to Lessor under the terms of this Lease which are received by
            Lessee for or in connection with any such sublease, sale, transfer,
            assignment, mortgage or hypothecation of this Lease, including but
            not limited to all rent received by any sublessee that exceeds the
            amount of the Then Fixed Rent owed or paid by Lessee to Lessor and
            all transfer fees and the like, but excluding the sale price in the
            case of a sale of the business.

      2)    If this Lease is assigned to any person or entity pursuant to the
            provisions of the Bankruptcy Code, 11 V.S.C. Section 101 et seq.,
            any and all monies or other considerations payable or otherwise to
            be delivered in connection with such assignment shall be paid or
            delivered to Lessor, shall be and remain the exclusive property of
            Lessor and shall not constitute property of Lessee or of the estate
            of Lessee within the meaning of said Bankruptcy Code. Any and all
            monies and or other considerations constituting Lessor's property
            under the preceding sentence not paid or delivered to Lessor shall
            be held in trust for the benefit of Lessor and be promptly paid or
            delivered to Lessor.

      3)    Any person or entity to which this Lease is assigned pursuant to the
            provisions of the Bankruptcy Code, aa U.S.C. Section 101 et seq.,
            shall be deemed without further act or deed to have assumed all of
            the obligations arising under this Lease on and after the date of
            such assignment. Any such assignee shall, upon demand, execute and
            deliver to Lessor an instrument confirming such assumption.

13.   ACCEPTANCE OF PREMISES: The entry by Lessee upon the demised premises
      shall be conclusive evidence against Lessee as an admission that every
      part of the demised premises is accepted "as is", and Lessee hereby agrees
      that Lessor has no responsibility for any cleaning, maintenance or repair
      of any part of said premises including but not limited to the plumbing,
      heating equipment, electrical wiring, fixtures, floors, ceilings, walls
      and their coverings and any contents situate therein; provided, however,
      that Lessor shall maintain the roof and exterior walls of the demised
      premises. Lessor shall have no responsibility in any respect for damages
      to property of Lessee caused by, water, flooding, waves or fluids of any
      nature or origin whatsoever. As part of the consideration for the rental,
      Lessee agrees to maintain the demised premises in a good, tenantable
      condition at all times during the term hereof, without cost to Lessor and
      further covenants that said premises shall not be altered, improved, or
      changed in any respect without the written consent of Lessor first had and
      obtained. Lessee hereby waives any and all benefits and rights to which
      Lessee might become entitled by reasons of Sections 1941 and 1942 of the
      Civil Code of California and any and all other provisions of any law that
      permit a Lessee to make repairs at the expense of a Lessor or to terminate
      a Lease by reason of the condition of the premises.

14.   LIENS: Lessee covenants to keep the demised premises and any alterations,
      improvements and changes thereof, free and clear of liens of every kind
      and character whatsoever during Lessee's occupancy thereof, no matter what
      the source thereof, or the reason therefor, which may arise from the use
      or occupancy of said premises by Lessee, or from any work, labor or
      materials furnished to or performed upon said premises. Lessee further
      covenants to indemnify and hold Lessor free and harmless of and from any
      and all loss or damage howsoever arising by virtue of any such liens or
      claims of lien including any expense reasonably incurred by Lessor in
      defense against such claims. Lessor shall have the right to post and
      maintain on the demised premises such notices of non-responsibility or
      non-liability, as Lessor may deem appropriate to avoid any liability for
      liens.

15.   ACCESSION: All alterations, improvements, additions or fixtures, including
      cabinets, shelves, panels, counters, built-in desks or other furniture,
      other than trade or professional equipment, fixtures and furniture not
      affixed to realty, that may be made, constructed or installed upon the
      demised premises by either Lessee or Lessor and that in any manner are
      attached to the floors, walls or ceilings, shall become and be the
      property of Lessor without cost and, at the



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<PAGE>   7

      termination of this Lease, shall remain upon and be surrendered with the
      premises as a part thereof without disturbance, molestation or damage
      thereto. Any floor covering that may be cemented, nailed, tacked or
      otherwise affixed to the floor of the demised premises shall become and be
      the property of Lessor. Any light fixture that may be installed by Lessee
      in, upon or about the demised premises shall become and be the property of
      Lessor whether such fixture be affixed by screws, bolts, nails, glue or
      otherwise.

16.   WASTE: Lessee shall not commit nor suffer to be committed any waste,
      legal, equitable or otherwise, to or upon the demised premises or any part
      thereof and covenants that at the expiration of the term hereof or any
      sooner termination thereof, Lessee will quit and surrender up said
      premises to Lessor peaceably and quietly and in as clean and good
      condition as said premises now are or may be put into, reasonable use and
      wear excepted.

17.   HOLD-OVER TENANCY: Lessor and Lessee agree that there shall be no renewal
      of this Lease, except upon execution of a written agreement, and that the
      fact that the Lessee may continue in possession of the premises without
      the written consent of Lessor shall not operate to renew this Lease. If
      Lessee should continue to occupy the demised premises after the expiration
      of the term hereof without the written consent of Lessor, Lessee shall be
      deemed a tenant at sufferance and hereby explicitly agrees to continue to
      be bound, at Lessor's discretion, by the terms and conditions of this
      Lease. This provision for holdover tenancy is not to be construed as
      limiting the rights or remedies otherwise available to Lessor to remove
      Lessee, or, to limit the rights of Lessor or Lessee to resolve any dispute
      relating to rental for any option period.

18.   FIRE AND GLASS INSURANCE: During the term hereof Lessee shall maintain in
      full force and effect upon all of Lessee's trade fixtures, "tenants"
      betterments and improvements, equipment, inventory and stock in trade in
      the demised premises a policy or policies of fire insurance issued by an
      approved California insurance company rated A+ XIV with all risk coverage
      endorsement to the extent of at least ninety percent of the replacement
      cost of such items. As long as this Lease is in effect, the proceeds of
      any such policy shall be used for the repair or replacement of the
      fixtures and equipment so insured. Lessor shall have no interest in the
      insurance upon Lessee's fixtures and equipment and Lessor will cooperate
      with Lessee in the settlement of any claim or loss by Lessee, provided
      that Lessee gives to Lessor satisfactory assurance that the proceeds of
      such insurance will be used in compliance with the requirement hereinabove
      contained respecting repair or replacement of said fixtures and equipment.
      During the term hereof Lessee shall also maintain in full force and effect
      at Lessee's expense a policy or policies of plate glass insurance,
      insuring Lessor's and Lessee's interests, as they may appear, covering all
      glass situate in the demised premises. Lessee shall also maintain at
      Lessee's cost fire legal liability equal to the value of the space rented
      by Lessee on a replacement cost basis. Lessor is to be named as its
      interest may appear as regards Lessee's tenants' betterments and
      improvements on the fire insurance policy of the Lessee, and Lessee is to
      provide sufficient amount of coverage to at least ninety percent
      coinsurance with a replacement cost endorsement and inflation guard
      endorsement of not less that a ten percent annual increase or
      cost-of-construction average increase as published by F. W. Dodge Systems,
      McGraw-Hill, in the Daily Pacific Builder, or other index agreed upon by
      the Lessor and Lessee, whichever is higher. Lessee covenants during the
      term of this Lease to reimburse Lessor for Lessee's share of any and all
      increases beyond the initial lease year for Fire Insurance premiums paid
      by Lessor for coverage of the real property of the Center. Lessee's share
      shall be calculated by prorating among Lessee and other lessees of the
      Center and vacant but leasable space of the Center, based upon square
      footage of floor space, any and all such premium costs paid by Lessor
      during each Lease Year. Each such reimbursement shall be paid by Lessee to
      Lessor within fifteen (15) days after Lessor has first billed Lessee or,
      at Lessor's discretion, shall be paid in monthly increments, on the first
      day of each month, together with such other monthly payments as are
      provided for herein.

19.   LIABILITY INSURANCE: Lessee shall procure, at Lessee's own expense, on or
      before the date of the commencement of the term of this Lease and shall
      maintain continuously during the entire term hereof, public liability
      insurance in the amount of 5,500,000.00 or more for the injury or death of
      any one person and 5,000,000.00 or more for the injury or death of any
      number of persons in any one accident and property damage liability
      insurance in the amount of 5,500,000.00 or more. All of said policies of
      insurance shall provide that among the insured thereunder shall be
      included Lessor herein and all other persons whom Lessor may be required
      to keep insured. All of said policies of insurance shall be obtained from
      companies satisfactory to Lessor and shall contain an endorsement that
      such insurance shall not be canceled except after ten days written
      notification to Lessor. Lessee shall deliver to Lessor certificates
      evidencing the insurance



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<PAGE>   8

      coverage herein provided for. Lessee shall pay the insurance premiums on
      all insurance coverage herein provided for when due.

20.   PERSONAL PROPERTY TAXES AND REIMBURSEMENT FOR REAL PROPERTY TAXES: Lessee
      shall pay before delinquency any and all taxes, assessments, license fees
      and public charges levied, assessed, or imposed upon Lessee's fixtures,
      furniture, appliances, or personal property located in, upon, or about the
      demised premises, or on account of or by reason of any business or other
      activity conducted by Lessee in, upon or about the demised premises.
      Lessee further covenants during the term of this Lease to reimburse Lessor
      for increases beyond the initial lease year for Lessee's share of any and
      all property taxes and assessments levied upon the land and improvements
      of the Center, which such share shall be calculated by prorating among
      Lessee, other lessees of the Center and vacant but leasable space of the
      buildings of the Center, based upon square footage of floor space, all
      those real property taxes and assessments which may from time to time be
      levied upon the Center by the County and/or of Monterey, or by any other
      competent government body. Any such taxes and assessments which are
      payable by Lessee shall be paid by Lessee to Lessor within fifteen days
      after Lessor has first billed Lessee for such payments or, at the
      discretion of Lessor, shall be paid in monthly increments, on the first
      day of each month, together with such other monthly payments as are
      provided for herein.

21.   DAMAGE OR DESTRUCTION OF DEMISED PREMISES: If the demised premises or the
      building in which they are situate are totally destroyed or damaged more
      than thirty percent in value by fire or the elements during the term of
      this Lease, Lessor shall thereupon have an election to terminate this
      Lease. If Lessor should exercise such election to terminate this Lease,
      all rights and obligations herein shall cease and terminate, except for
      rent and other sums accrued and unpaid to date of such destruction or
      damage. Written notice terminating this Lease pursuant to Lessor's
      aforesaid election shall be given to Lessee not later than sixty days
      after any such damage or destruction. If the demised premises or the
      building in which they are situate be so damaged by fire or the elements
      and Lessor does not exercise Lessor's election to terminate said Lease as
      hereinabove provided, and Lessor restores said demised premises at its own
      expense, then this Lease shall remain in full force and effect. In the
      event that repairs are to be made pursuant to this paragraph. Lessor shall
      be entitled to and shall have possession of the necessary parts of said
      premises for such purpose, and if there is any substantial interference
      with Lessee's, business on account of such repairs. Lessee shall be
      entitled to a proportionate reduction of rent during the time that said
      repairs are being made. If Lessor should elect to repair or rebuild
      because of any damage or destruction, as hereinabove provided. Lessor's
      obligation shall be limited to restoration of the demised premises or the
      building in which they are situate to a condition similar to that provided
      by Lessor at the commencement of the term hereof, or to any reasonable
      substitute therefor so long as such substitute meets applicable Code
      requirements, and Lessee shall fully repair or replace all exterior signs,
      trade fixtures, equipment, display cases, and other installations
      originally installed by Lessee at its own expense including but not
      limited to all of Lessee's betterments and leasehold improvements.

22.   PROHIBITED ACTS: Lessee covenants not to do and not permit to be done,
      anything in, on or about the premises, and not to bring, nor keep anything
      therein which will in any way affect fire or other insurance upon the
      entire property, building, or any of its contents other than as shall be
      specifically allowed elsewhere in this Lease, nor which will violate any
      law or regulation which now may be or which in any way may obstruct or
      interfere with the rights of others, or injure, or annoy them. Lessee and
      Lessor further covenant that should there be an increase in fire or other
      insurance rates on any insurance held by Lessor on the demised premises
      which increase is caused by or is attributable to the equipment,
      installations, alterations, or the business conducted by Lessee, the
      monthly rental to be paid by Lessee shall be raised correspondingly to
      cover the increase in such insurance rates.


23.   INSPECTION: Lessor and Lessor's agents shall have the right to enter into
      and upon the demised premises at all reasonable times, and in emergencies
      at all times, for the purposes of inspecting the same, protecting Lessor's
      reversion, making repairs, additions, or alterations to the premises or to
      any property owned or controlled by Lessor, or, for any lawful purposes.
      At any time within ninety days prior to the expiration of the term hereof,
      Lessor shall have access to the premises for the purpose of exhibiting
      them to prospective tenants for their inspection and for posting for lease
      or for rent signs upon the premises.

24.   BANKRUPTCY OR INSOLVENCY:
      1)    If Lessee should execute a voluntary assignment hereof without the
            written consent of Lessor first had and obtained, or, if there
            should occur any assignment hereof by operation of law



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<PAGE>   9

            on account of any act of Lessee, or, if Lessee, or any member of
            Lessee if Lessee be a partnership or joint venture, should file any
            petition in bankruptcy or any petition for extension or composition
            of creditors, or become insolvent, or make any assignment of any of
            Lessee's property for the benefit of Lessee's creditors, or, if any
            involuntary bankruptcy proceedings should be initiated against
            Lessee and Lessee fails to obtain the dismissal of such proceedings
            within ninety days after same are filed or, if any receiver be
            appointed of the business or of the assets of Lessee, this Lease, at
            the election of Lessor, shall thereupon immediately terminate, and
            said lease or any interest in said leasehold shall not be assignable
            by any process of law, or be treated as an asset of Lessee
            thereafter, nor shall it pass under the control of any trustee or
            assignee of Lessee by virtue of any such proceeding or act of
            Lessee. If any such act or proceeding shall occur, Lessor may
            terminate this Lease by the mailing of written notice to the
            Lessee's Address For Notice as shown in Exhibit A attached hereto,
            stating Lessor's election to so terminate, and all rights of Lessee
            hereunder shall thereupon terminate, and Lessor may promptly
            re-enter upon said premises.

      2)    Lessee shall not at any time during the term hereof permit its net
            worth, determined in accordance with generally accepted accounting
            principles consistently applied, to fall below 550,000. If Lessee
            defaults in the payment of any installment of rent or of any other
            monies due to Lessor under the terms of this Lease, Lessee shall
            deliver to Lessor, within five calendar days after demand by Lessor,
            a balance sheet of Lessee as of a date not more than thirty days
            prior to the first day of the month during which said installment of
            rent or other payment was due hereunder, certified by Lessee to
            present fairly the financial position of Lessee as of the date of
            such balance sheet. If Lessee fails to deliver its balance sheet in
            accordance with the provisions of the preceding sentence, Lessee
            shall conclusively be deemed to be in default of this Lease under
            the first sentence of this paragraph and, since the obligations of
            Lessee under this paragraph are a material obligation of Lessee's
            tenancy under this Lease, Lessor shall, upon such default, have the
            right to terminate this Lease immediately by written notice of
            termination handed or mailed to Lessee. Lessee expressly agrees that
            upon receipt of such notice of termination of Lease under the
            provisions of this paragraph, Lessee will peaceably and quietly
            vacate the premises no later than thirty days after the dispatch by
            Lessor of such notice to Lessee.

25.   DEFAULT AND RE-ENTRY: If Lessee defaults in the payment of any rent as
      required hereby to be paid or, if Lessee defaults in the performance of
      any term, covenant, condition, or obligation required hereby to be
      performed by Lessee and such default continues for a period of ten days
      after written notice is mailed to Lessee of such default, then, in
      addition to any other remedy Lessor may have by operation of law. Lessor
      shall have the right, without any other or further notice or demand, to
      enter upon the premises, and eject all persons from the premises and
      remove all property therefrom, using such lawful force as may be necessary
      to so do, in which case Lessor shall not be responsible for the care or
      safety of persons or property so removed and Lessee hereby waives any and
      all claim for loss or damage to property or persons so removed from the
      demised premises by Lessor pursuant hereto, and Lessor, in the case of any
      such default by Lessee in the payment of rent or in the performance of any
      one of the terms, covenants, conditions, or obligations herein contained,
      may declare this Lease terminated, take possession as above provided, and
      retain all prepaid rentals and other prepaid expenses or deposits as
      Lessor's damages or Lessor may, without terminating this Lease or
      declaring a forfeiture of Lessee's rights hereunder, retain all prepaid
      rentals and other prepaid expenses or deposits, re-let the premises or any
      part thereof, as the agent and for the account of Lessee upon such terms
      and conditions as Lessor may deem advisable, either with or without any
      unattached equipment or fixtures left remaining in the demised premises by
      Lessee, in which event the rents received on such re-letting and retained
      prepayments or deposits shall be applied first to the expenses of such
      re-letting and collection of rent, including any necessary renovation and
      alteration of the premises, and reasonable attorney's fees, and any actual
      real estate commissions paid, and thereafter the balance of any such
      rents, retained pre-payments or deposits shall be applied to the payment
      of all sums due or to become due to Lessor hereunder and, if a sufficient
      sum shall not be thus realized to pay such sums and other charges. Lessee
      shall pay to Lessor any deficiency monthly, notwithstanding Lessor may
      have received rental in excess of the rental stipulated in this Lease in
      previous or subsequent months, and Lessor may bring an action therefor as
      such monthly deficiency shall arise, in which event Lessor shall be
      entitled to recover reasonable attorney's fees for commencing and
      prosecuting such suit. Lessor shall be entitled to each and all of
      Lessor's remedies, and the election to proceed with one may not be
      construed as excluding the subsequent use of any other. The remedies
      herein granted to Lessor shall not be construed to be any limitation of
      any rights, or remedies otherwise available to Lessor, but shall be
      construed to be in addition thereto. Any reentry by Lessor as aforesaid
      shall be allowed by Lessee without hindrance and Lessor shall not be
      liable in damages



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<PAGE>   10

      for any such reentry, or be guilty of trespass or forcible entry. In the
      event Lessee breaches this Lease, whether or not he abandons the demised
      premises, this Lease shall continue in effect for so long as Lessor does
      not terminate Lessee's right to possession, and Lessor may enforce all of
      its rights and remedies under said Lease, including the right to the
      rental provided for herein as it becomes due under this Lease. In the
      event Lessor terminates Lessee's right to possession of the demised
      premises, any damages Lessor may recover for Lessee's default of rent or
      other agreement contained herein shall include the worth at the time of
      the award of such damages of the amount by which the unpaid rent for the
      balance of the term after the time of the award of such damages exceeds
      the amount of such rental loss for the balance of the term of which Lessee
      proves could be reasonably avoided.

26.   LESSOR-LESSEE LIABILITY: Lessor shall not be liable for any loss or damage
      that may result to any property belonging to Lessee, located in, on, or
      about said demised premises from any cause whatsoever, nor shall Lessor be
      liable for any damage or injury to any person or property occurring or
      arising in, on, or about the demised premises from any cause whatever.
      Lessee hereby covenants to save and hold Lessor, his agent or manager
      harmless from and to defend Lessor against any suit or claim or demand for
      damage or injury to any person or properties sustained in, on, or about
      the demised premises from any cause whatever during the term hereof.

27.   LATE PAYMENT CHARGES AND INTEREST ON DELINOUENCIES: Time is of the essence
      of each and every obligation, covenant and condition of this Lease. In
      addition to any other remedies of which Lessor may avail itself. Lessor
      shall be entitled to the following late payment penalties: If Lessee fails
      to pay to Lessor any payment or any portion thereof that becomes due under
      the terms and conditions of this Lease by 5:00 PM on the fifth day after
      such payment has become so due, then Lessee agrees to pay to Lessor a
      one-time late payment fee of the greater of 10X of the overdue amount or
      5,100.00. In addition to the aforesaid late payment fee, Lessee also
      agrees to pay to Lessor on the first day of each month during and after
      the term of this Lease, on any amounts then still overdue, interest at the
      rate of the lesser of one percent per month (12X per annum) or the maximum
      rate permitted by law. The forgoing shall apply to any and all payments
      that Lessor may from time to time be entitled to receive from Lessee under
      the various provisions of this Lease and which are not received by Lessor
      within five days of their respective due dates as specified herein. Lessor
      may bill Lessee from time to time for any such late payment fees or
      interest then owing and Lessee shall pay to Lessor the full amount of such
      billed fees or interest within five days of receipt of such bill. Failure
      of Lessor to so bill Lessee shall not relieve Lessee of Lessee's
      obligation to pay such fees and interest to Lessor.

28.   ATTORNEYS' FEES: If either party hereto should bring suit against the
      other party hereto for the breach of any term, covenant, condition or
      obligation herein contained to be kept, by such other party, for the
      recovery of any sum due hereunder, or to recover possession of the
      premises, or for any summary action for forfeiture of this Lease, or to
      prevent further violations of any of the terms, covenants, conditions or
      obligations, or, for any other relief, then the prevailing party in such
      suit for summary action shall be entitled to a reasonable attorney's fee
      to be fixed by the court.

29.   NON-WAIVER OF BREACH: Lessor's failure to take advantage of any default or
      breach of covenant on the part of Lessee shall not be construed to be a
      waiver thereof: nor shall any custom or practice which may grow up between
      the parties hereto in the course of administering this Lease be construed
      to waive or to lesson the right of Lessor to insist upon the performance
      of any and all terms, covenants, conditions, and obligations hereof, or to
      exercise any right given Lessor on account of any default. A waiver of a
      particular breach or default shall not be deemed to be a waiver of the
      same or any other subsequent breach or default. Lessor's consent to or the
      approval of any act by Lessee requiring Lessor's consent or approval shall
      not be deemed to waive or render unnecessary Lessor's consent to or
      approval of any subsequent or similar act by Lessee.

30.   CONDEMNATION:
      1)    If title to all of the premises is taken for any public or quasi
            public use under any statute, or by right of eminent domain, or by
            private purchase in lieu of eminent domain, or if title to so much
            of the premises is so taken that, in the sole opinion of Lessor, a
            reasonable amount of reconstruction of the premises will not result
            in the premises being a practical improvement, or reasonably
            suitable for Lessee's continued occupancy for the uses and purposes
            for which the premises are leased, then, in either event, this Lease
            shall terminate on the date that possession of the premises, or part
            of the premises, is taken, unless Lessor elects that said lease
            continue.



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<PAGE>   11

      2)    If this Lease continues under provisions of paragraph A. above, the
            Then-Fixed Rent shall be reduced in the same proportion that the
            floor area of the portion of the premises so taken (less any
            additions to the premises by reconstruction) bears to the original
            floor area of the premises. Lessor shall, at Lessor's own cost and
            expense, make all necessary repairs or alterations to the building
            in which the premises are located so as to constitute the portion of
            the building not taken as a useable unit. There shall be an
            equitable abatement of rent during such restoration period.

      3)    All compensation awarded or paid upon a total or partial taking of
            the fee title of the premises shall belong to Lessor, whether such
            compensation be awarded or paid as compensation for diminution in
            value of the leasehold or of the fee provided, however, that Lessor
            shall not be entitled to any award made to Lessee for depreciation
            or damage to, or cost of removal of stock and fixtures, if any.

      4)    Each party agrees to execute and deliver to the other all
            instruments that may be required to carry out the provisions of this
            paragraph, and Lessee shall assign to Lessor and appoint Lessor to
            act for Lessee in all matters of condemnation except for Lessee's
            specific rights to damages as set forth in C. above.

31.   UTILITIES: Lessee will, during the term of this Lease or any extensions or
      holdover periods thereof, pay for all charges for utilities and sanitary
      services furnished to or performed upon the demised premises including but
      not limited to electricity, gas, telephone, water, sewer, including MRWPCA
      charges and city surcharges, garbage, trash, insect and rodent control.
      Lessee shall, if feasible, pay for the above services directly to the
      public utility or other supplier. In the case of MRWPCA charges which are
      attributable to the demised premises but are billed to Lessor, Lessee
      agrees to reimburse Lessor as provided for herein. Lessor makes no
      representation or warranty whatsoever as to the availability of water,
      gas, electricity, or any other utility service for Lessee's intended use
      and Lessee acknowledges that Lessee has made Lessee's own investigation
      with respect to the availability of any and all utility services required
      by Lessee and that Lessee is satisfied with respect to such availability
      and that Lessor has no obligation whatsoever with respect thereto. To the
      extent that such is permissible or can be accomplished, from time to time,
      in accordance with applicable rules and regulations, and in Lessor's sole
      opinion at reasonable cost. Lessor shall use Lessor's best efforts to
      obtain, install and pay for an individual meter for each of the utility
      services required by Lessee upon Lessee's demised premises. If, for any
      reason, Lessor cannot obtain an individual or separate meter for Lessee's
      demised premises, then Lessor shall utilize Lessor's best efforts to make
      any such required utility services available to Lessee through Lessor's
      existing meters and Lessor shall bill to Lessee and Lessee shall pay to
      Lessor within ten days of a statement therefor such amount as lessor shall
      determine to be Lessee's fair and equitable share of any such utilities
      and Lessor's determination in this regard shall be final, binding and
      conclusive upon Lessee.

32.   HEIRS AND ASSIGNS: Except as herein otherwise provided, all terms,
      conditions, covenants and obligations contained in this Lease shall be
      binding upon and inure to the benefit of the heirs, successors, legal
      representatives and assigns of the parties hereto.

33.   NOTICES: All notices, statements, demands, requests, approvals,
      authorizations, offers, agreements, appointments or designations under
      this Lease by either party to the other shall be in writing and shall be
      served personally upon the other party or deposited in the United States
      mail, certified mail, return receipt requested, postage prepaid, and
      addressed to Lessee at Lessee's Address For Notice as it appears on
      Exhibit A attached hereto, or to such other address as Lessee may from
      time to time designate to Lessor in writing, and addressed to Lessor at A.
      G. Davi, Ltd., Post Office Box 2350, Monterey, California, 93942-2350, or
      at such other address as Lessor may from time to time designate to Lessee
      in writing.

34.   CONSTRUCTION: Each term, covenant, condition and obligation of this Lease
      to be performed by Lessee shall be construed to be both a covenant and a
      condition.

35.   LAYOUT OF ME DEMISED PREMISES AND SURROUNDING AREA OWNED BY LESSOR: Lessor
      does not guarantee a continuance of the passage of light and air over the
      demised premises or over any of the real property adjoining the demised
      premises and Lessor expressly reserves all air space over the demised
      premises. Any reference in this Lease with respect to the location of
      buildings, open, controlled or other parking areas, and other improvements
      shall not be deemed to be a warranty or representation. Lessor hereby
      reserves the right at any time to make any alterations or additions to or
      to build additional stories on any presently existing buildings owned by
      Lessor. Lessor also reserves the right to construct other buildings or
      improvements upon the surrounding real property which may be owned by
      Lessor from time to time, and to make alterations or additions thereto and
      to build additional stories on any such buildings and to modify and



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      reallocate space within the center. Lessor further reserves rights-of-way
      and easements in, over, under, and through Lessee's demised premises for
      sprinkler and fire-detection system purposes, power and telephone lines,
      plumbing lines and conduits for all utilities, together with the right to
      locate, relocate, and maintain the same at any and all times and from time
      to time in, upon, over, or under Lessee's demised premises without any
      rebate of rent or liability for any interruption or disturbance caused by
      Lessor, its agents, servants or employees, or by any utility company
      employee or representative: provided, however, that Lessor shall use
      reasonable discretion in exercising its rights pursuant to this sentence.

36.   NUMBER AND GENDER: When required by the context, whenever the singular
      number is used in this Lease, it shall include the plural, the masculine
      gender shall include the feminine and neuter genders, and the word
      "person" shall include corporation, firm, partnership, or association. If
      there be more than one Lessee, the obligations imposed herein upon Lessee
      shall be joint and several.

37.   MARGINAL TITLES: The marginal headings or titles to the paragraphs of this
      Lease are not a part of this Lease and shall have no effect upon the
      construction and interpretation of any part of this Lease.

38.   MODIFICATION AND VOIDANCE OF PRIOR AGREEMENTS: This instrument contains
      all the agreements and conditions made between the parties to this lease
      and may not be modified orally or in any other manner than by an agreement
      in writing signed by all of the parties to this Lease or other respective
      successor or successors in interest. This Lease supersedes any and all
      prior written and oral agreements between Lessor and Lessee, which such
      agreements, if any, are void and of no further effect.

39.   TIME OF ESSENCE: Time is of the essence of each term, covenant, condition
      and obligation of this Lease.

40.   PAYMENTS NOT IN SUBSTITUTION: Except as otherwise expressly stated, each
      payment required to be made by Lessee shall be in addition to and not in
      substitution for other payments to be made by Lessee.

41.   CONVEYANCE BY LESSOR: If, during the term of this Lease, Lessor shall sell
      Lessor's interest in the demised premises, then from and after the
      effective date of such sale Lessor shall be released and discharged from
      any and all obligations and responsibilities under this Lease except those
      already accrued; provided, however, that any such purchaser shall assume
      all of Lessor's obligations to be performed hereunder, including the
      obligation to refund the security deposit at the expiration of this term.

42.   SIGNS AND ADVERTISING: Except as herein provided, no sign, advertisement,
      or notice or other thing shall be inscribed, painted or otherwise
      displayed, or screens, awnings, shades, decorations, symbols, fixtures or
      any other thing affixed or placed on or about any part of the outside of
      the demised premises (or inside of the demised premises where such may be
      seen through windows or otherwise by passers-by) except of such color,
      size, or style, and in such place on or in said premises as shall first be
      fixed, designated and approved by Lessor in writing and Lessee hereby
      agrees that Lessor may at Lessor's discretion, at any time enter the
      demised premises and remove such thing that has not been so approved
      without the need to first consult with Lessee.

43.   STATEMENT OF LESSEE: Lessee shall at any time and from time to time upon
      not less than fifteen days prior written request by Lessor, execute,
      acknowledge and deliver to Lessor a statement in writing certifying that
      this Lease is unmodified and in full force and effect if such is the fact
      (or if there has been any modification thereof that the same is in full
      force and effect as modified and stating the modifications) and the dates
      to which rentals and other charges have been paid in advance, if any. It
      is expressly understood and agreed that any such statement delivered
      pursuant to this paragraph may be relied upon by any prospective purchaser
      of the complex or estate of Lessor or by the mortgagee or assignee of any
      mortgagee of any mortgage or the trustee or beneficiary of any deed of
      trust constituting a lien upon the leased premises or upon property
      including the leased premises or any part thereof.

44.   CLEANING, JANITORIAL SERVICE, GARBAGE AND REFUSE COLLECTION AND
      REIMBURSEMENT: Lessor shall have no responsibility for the furnishing of
      any janitorial or cleaning service, to the demised premises. Janitorial
      and cleaning service within the demised premises and refuse collection
      shall be the sole responsibility and at the sole cost of Lessee. Lessee
      covenants and agrees to



                                       93
<PAGE>   13

      obtain sufficient janitorial and cleaning service, and refuse collection,
      to maintain the demised premises in a neat and orderly condition at all
      times. Lessee further agrees to deposit Lessee's refuse and garbage only
      in those areas designated in writing by Lessor from time to time. Lessor
      shall arrange for the collection and removal of Lessee's and other
      lessees' garbage and refuse which is so deposited, and shall advance on
      behalf of Lessee and other lessees the cost of such service. Lessor may
      bill Lessee and other lessees for their respective prorata shares of such
      costs, in which case Lessee agrees to reimburse Lessor for such advances
      within fifteen days of receipt of said bill. At Lessor's discretion such
      advances shall be paid by Lessee to Lessor in monthly increments on the
      first day of each month, together with such other monthly payments as are
      provided for herein.

45.   ALTERATIONS/IMPROVEMENTS: Lessee shall not make any improvements on the
      property without Lessor's consent. In making any alterations that Lessee
      has a right to make. Lessee shall comply with the following:

      1)    Lessee shall submit reasonably detailed plans and specifications of
            the proposed alterations before the commencement of such Lessor
            approved alterations.

      2)    The alterations shall not commence until five (5) days after Lessor
            has received notice from Lessee stating the date the construction is
            to commence so that Lessor can post and record an appropriate notice
            of non-responsibility.

      3)    The proposed improvements shall be approved by all the appropriate
            government agencies, and all applicable permits and authorizations
            shall be obtained before commencement of the alterations. All
            approved improvements shall be completed in the standard workmanship
            quality.

      4)    The proposed improvements shall be approved by all the appropriate
            government agencies, and all applicable laws.

      5)    Before commencing the alterations and at all times during
            construction, Lessee shall maintain insurance as provided for in
            paragraphs 18 and 19. In addition, contractor shall be licensed and
            insured and a Certificate of Insurance with liability insurance in
            the amount of 51,000,000.00 and Worker's Compensation Insurance
            shall be provided by Lessee's contractor to Lessor within 10 days
            prior to commencement of any work and said certificate shall name
            Lessor as additionally insured.

      6)    Lessee shall pay all costs for construction done by it or caused to
            be done by it on the premises as permitted by this Lease. Lessee
            shall keep the improvements and land free and clear of all
            mechanics' liens resulting from construction done by or for Lessee.

46.   SUBORDINATION: This Lease is and shall be subordinate to any encumbrance
      now of record or recorded after the date of this Lease affecting the
      building, other improvement, and land of which the premises are a part.
      Such subordination is effective without any further act of Lessee. Lessee
      shall from time to time upon request from Lessor execute and deliver any
      documents or instruments that may be required by a lender to effect any
      subordination. If Lessee fails to execute and deliver any such documents
      or instruments. Lessee irrevocably constitutes and appoints Lessor as
      Lessee's special attorney in fact to execute and deliver any such
      documents or instrument.

47.   HAZARDOUS MATERIALS:

      1)    Hazardous Materials. Tenant shall not at any time during the term of
            this Lease use, generate, store, or dispose of, on, under or about
            the Premises any hazardous substance, hazardous waste, toxic
            substance, pollutants, contaminants, or related materials,
            ("Hazardous Materials"), except those, if any, listed in Exhibit
            "A", attached hereto and made a part hereof. For the purpose of this
            covenant, Hazardous Materials shall include, but shall not be
            limited to, substances defined as "hazardous substances" or
            "pollutants or contaminants" in the Comprehensive Environmental
            Response, Compensation and Liability Act of 1980, as amended, 42
            U.S.C. Section 9601 etseq., those substances defined as "hazardous
            waste" by the Resource Conservation and Recovery Act, as amended, 42
            U.S.C.Section 6901 et seq., and by Section 25117 of the California
            Health and Safety Code, and those substances defined as "hazardous
            substances" in Section 25316 of the California Health and Safety
            Code, and the regulations adopted and publication promulgated
            pursuant to said laws. Lessee shall indemnify, defend, and hold
            Lessor harmless from and against all liability, including all
            foreseeable and enforceable consequential damages, directly or
            indirectly arising out of the use, generation, storage or disposal
            of Hazardous Materials, including, without limitation, the cost of
            any required or necessary repair, clean-up or detoxification and the
            preparation of any closure or other required plans, to the full
            extent that such action is attributable, directly or indirectly, to
            the use, generation, storage or disposal of Hazardous Materials on
            the Premises at any time. Lessee shall provide written notice to the
            Lessor of any present or future hazardous substance release that
            Lessee Knows or has reasonable cause to believe is or will be
            present on or under the Premises, within a



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            reasonable period of time after such release is discovered or
            believed by the Lessee to be present. (See Health and Safety Code
            Section 25359.7)

      2)    Hazardous Materials Report. Lessee agrees that if Lessee is unable
            for any reason to complete the certification provided for in
            Paragraph 1.3. below, Lessee shall obtain and deliver to Lessor
            within five days before or after the termination of this Lease a
            hazardous substance report concerning the Premises ("Hazardous
            Materials Report"), the purpose of which Hazardous Materials Report
            shall be to affirm that Lessee shall be in compliance with all
            applicable laws, ordinances, rules, regulations of any governmental
            agency having jurisdiction concerning the use, storage and/or
            dispositions of hazardous materials on the Premises at the
            termination of this Lease or any extension thereof. The Hazardous
            Material Report shall be obtained by Lessee at its sole cost and
            expense, for the purposes of this report, a "hazardous material" is
            defined as any substance the existence or effect of which is subject
            to Federal, State or Local regulation, investigation, correction or
            removal as potentially injurious to public health or welfare. Lessor
            and Lessee acknowledge that extensive Local, State and Federal
            legislation establishes broad liability upon owners and/or users of
            real property for the investigation and correction of such hazardous
            material conditions. The Hazardous Material Report shall be in
            writing, and shall be prepared by a licensed contractor or engineer
            competent to perform such investigation on behalf of Lessee. If the
            Hazardous Materials Report shall indicate a condition requiring
            correction or posing a potential liability to Lessor, Lessee shall
            forthwith cure the condition(s) specified in the Hazardous Materials
            Report at Lessee's sole cost and expense, prior to the termination
            of this Lease.

      3)    Hazardous Materials Certification by Lessee. Lessee may elect to
            execute an indemnification agreement and notarized certification
            under penalty or perjury substantially as follows, in lieu of the
            report described in Paragraph 1.2 above:

            i)    That no hazardous materials other than those if any, listed in
                  Exhibit "A" have been introduced to the Premises.

            ii)   That there be no spillage of hazardous materials listed in
                  Exhibit "A" and that such materials have been properly stored
                  in closed containers in accordance with the law.

            iii)  That Lessee agrees to pay the cost of cleaning up any
                  contamination resulting from Lessee's use or occupancy of the
                  Premises and hold harmless and indemnify Lessor and Lessor's
                  agents for any claims that result therefrom. Lessee shall
                  deliver such certification to Lessor within five days before
                  or after the termination for any reason of Lessee's occupancy
                  of the Premises. If Lessee fails to so deliver such
                  certification within the time required. Lessee shall comply
                  with the provisions of Paragraph 1.2. above.


IN WITNESS WHEREOF, the parties hereto have set their hands on the date first
hereinabove written.



LESSOR                               LESSEE
------                               ------
J.V. Rossi                           Cypress Bank



By:  /S/ A.G. Davi                           By:  /S/ Thomas Sa
   -------------------------------              -------------------------------
   A.G. Davi Ltd., Agent for Owner              Officer of Corporation




Date:         3/6/97                       Date:           3/3/97
     -----------------------------               ------------------------------



                                       95

<PAGE>   15

Exhibit "A"


Lease particulars (this page) and schematic location (next page-not to scale) of
Demised premise, common area, located within 484 Lighthouse, Suite 101.102 and
103. Monterey, CA, 93940:


     1)    Lessee                   Cypress Bank, a California Corporation

     2)    Demised Premises         484 Lighthouse, Suite 101,
                                    and 103 Monterey, CA 93940

     3)    Approximate Term         36 Months

     4)    Commencement Date        3-1-97

     5)    Expiration Date          2-28-2000

     6)    Approximate Area of
           Demised Premises         1598 sq ft +/-

     7)    % of Occupancy           Not Applicable

     8)    Business Purpose         Retail Financial Institution

     9)    Security Deposit         $1997.00

     10)   Address for Lessee       484 Lighthouse, Suite 101&103
           Notice                   Monterey, CA 93940

     11)   Calculation of Monthly Payment:

                     Initial Fixed Rent        $ 1997.00
                     Garbage                   $   26.42
                     MRWPCA                    $    9.48
                     Initial Monthly Payment   $ 2032.90


     12) Due Upon Execution of Lease:

                     Security Deposit          $ 1997.00
                     Sec Dep Paid              $(1309.00)
                     Initial Payment           $ 2032.90
                     Total Due                 $ 2720.90



                                       96

<PAGE>   16


Exhibit "B"
                    (Schematic Drawing)
                    (Not to Scale)







                                                                     FIRST FLOOR




                                       97

<PAGE>   17

                             ADDENDUM NO. 1 TO LEASE


THIS ADDENDUM, is to that Lease for the premises known as 484 Lighthouse Avenue,
Suite 10-1 &103, Monterey, California.

WHEREAS, this is an addendum to the Lease dated March 1, 1997, between J. V.
Rossi, Lessor, and Cypress Bank, a California Corporation, Lessee, for the
premises at 484 Lighthouse, Suite 101 and 103, Monterey, CA. 93940.

NOW THEREFORE, Lessor and Lessee do further agree as follows:

CONDITION TO LEASE. This Lease is conditioned upon satisfaction of the
following:

      a. Lessee obtaining approval of this lease transaction and Lessee's
contemplated use of the Premises by the Federal Deposit Insurance Corporation
("FDIC") and the State of California Department of Banking ("State Banking
Department"). Presently, the Lessee is seeking and has applied for such approval
from the FDIC and State Banking Department. If Lessee does not obtain approval
of this lease transaction and Lessee's contemplated use by the FDIC or State
Banking Department within (60) days after full execution of this Lease, then
this Lease shall terminate.

      b. Lessee shall have First Right of Refusal to Lease approximately 250
sq.ft. of office space upstairs as soon as available.

      c. Lessee shall have the right to install an ATM on blank wall on far
right of building. Lessee shall obtain proper permits and incur all costs.

      D. Lessee shall have the right to make existing space and new space one,
including any removing and adding walls. Lessee shall incur all expenses. Lessee
shall submit all plans to Lessor for approval.

PARKING. Lessee shall have six designated parking spaces. Lessee and Lessor
agree that the Parking area shall be solely for the purpose of the daily parking
of passenger automobiles owned, leased, controlled or authorized by Lessee,
Lessor an other tenants. Lessee agrees to use such parking area solely for said
purpose and in accordance with provisions of this agreement and releases Lessor
of any obligation and all obligation or responsibility to prevent the use of
said area by persons and vehicles not conforming to such purpose, not licensed
by Lessor or not authorized by Lessee or other tenants. Lessee further release
and indemnifies Lessor against any claims for loss or damage to vehicles, their
occupants or contents which are parked or driven in the Parking Area or on other
grounds of the Building. Lessee agrees to be responsible for policing parking
and that parking will be limited to Lessee's assigned spaces.

TERMINATION OF LEASE. This Lease terminates the previous Lease signed and
dated 12/27/96 between J.V. Rossi, Lessor, and Cypress Bank, Lessee for the
premises at 484 Lighthouse, Suite 101, Monetery, Ca, 93940.

IN WITNESS WHEREOF, the parties hereto have executed this Addendum to be
effective,March 1, 1997.

LESSOR:                                   LESSEE:
J.V. Rossi                                Cypress Bank, a California Corporation

   /s/ A.G. Davi                               /s/ Thomas Sa
--------------------------------          --------------------------------------
A.G. Davi, LTd., Agent for Owner          Officer of Corporation
Date: 3/6/97                              Date:  3/7/97



                                       98

<PAGE>   18

                              OPTION TO EXTEND TERM


     If Lessee is not in default in the performance of any of Lessee's
obligations hereunder, Lessor hereby grants to Lessee an option to extend the
term of this Lease, subject to similar terms and conditions thereof, for an
additional period, of three years, such additional term to commence upon the
date following the final day of the original term granted herein, and subject to
the agreement of the fair market rental for such option period by Lessor and
Lessee. To exercise Lessee's option, Lessee shall give to Lessor notice in
writing by registered or certified mail, postage prepaid with the return receipt
requested, addressed to Lessor at Lessor's address for notice provided herein,
not sooner than eight (8) months prior to the expiration of the original term
hereof and not later than six (6) months prior to the expiration of the original
term hereof. Upon receipt of the notice of Lessee's exercise of said option,
Lessor and Lessee shall endeavor to reach an agreement upon the rental for the
term of said option period. If such agreement cannot be accomplished sixty (60)
days prior to the date on which the term of said option period commences, the
option right is hereby terminated. Lessee agrees to permit a "For Lease" sign in
window of demised premise, if agreement is not reached, as required above.

IN WITNESS WHEREOF, the above-named parties hereto have: A) set their hands the
date first hereinabove written, B) acknowledge receipt of a copy hereof, and C)
have read, understand and agree to all of the above.


LESSOR                                    LESSEE
J.V. Rossi                                Cypress Bank, a California Corporation

  /s/ A.G. Davi                            /s/ Thomas Sa
--------------------------------          --------------------------------------
A.G. Davi, Ltd., Agent for Owner          By Officer of Corporation
Date:  3/6/97                             Date:  3/7/97



                                       99