SKYLINE TOWER OFFICE LEASE

                                     BETWEEN

                       THE TRUSTEES UNDER THE WILL AND OF
                          THE ESTATE OF JAMES CAMPBELL,
                             DECEASED, AS LANDLORD,

                                       AND

                             PACIFICA JOINT VENTURE,
                                    AS TENANT



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Page
BASIC LEASE PROVISIONS ......................................................1
1. Term; Commencement Date...................................................3
2. Base Rent.................................................................3
3. Additional Rent ..........................................................4
4. Deposit...................................................................5
5. Repairs ..................................................................6
6. Improvements and Alterations .............................................6
7. Liens.....................................................................7
8. Use of Premises . ........................................................7
9. Utilities and Services ...................................................8
10. Rules and Regulations ..................................................10
11. Taxes on Tenant's Property. . ..........................................10
12. Reserved ...............................................................10
13. Fire or Casualty .......................................................10
14. Eminent Domain .........................................................11
15. Assignment and Subletting . ............................................11
16. Access..................................................................13
17. Subordination; Attornment; Estoppel Certificates .......................13
18. Sale by Landlord .......................................................14
19. Nonliability and Indemnification of Landlord Insurance .................14
20. Waiver of Subrogation...................................................16
21. Attorneys Fees .........................................................17
23. Notices.................................................................17
24. Insolvency or Bankruptcy ...............................................17
25. Default; Remedies ......................................................17
26. Hold Over. .............................................................19
27. Condition of Premises ..................................................19
28. Quiet Possession .......................................................19
29. Damage to Tenant's Property . ..........................................19
30. Conflict of Laws . .....................................................19
31. Common Facilities ......................................................19
32. Successors and Assigns .................................................20
33. Brokers. ...............................................................20
36. Interest on Tenant's Obligations . .....................................20
38. Defined Terms and Marginal Headings ....................................20
39. Prior Agreements Separability ..........................................21
40. Traffic Management......................................................21
41. Reserved................................................................21
42. No Light, Air or View Easement .........................................21
43. Hazardous Substances....................................................21
44. Lender Protection.......................................................21
45. Force Majeure...........................................................22
46. Additional Terms and Conditions.........................................22

EXHIBITS
Exhibit A         Floor Plan of Building
Exhibit B         Legal Description
Exhibit C         Tenant Workletter
Exhibit D         Rules and Regulations

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                                      LEASE


         This Lease is made as of this 31 day of March, 1998, between THE
TRUSTEES UNDER THE WILL AND OF THE ESTATE OF JAMES CAMPBELL, DECEASED, acting in
their fiduciary and not in their individual capacities ("Landlord"), and
PACIFICA JOINT VENTURE, a joint venture formed under the laws of the State of
Washington for the purpose of organizing Pacifica Bank ("Tenant").

         Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord, subject to all of the terms and conditions of this Lease, those
certain premises (the "Premises") described in Item I of the Basic Lease
Provisions set forth below. The Premises are located in that certain office
building (the "Building") currently known as Skyline Tower, located at 10900
N.E. 4th Street in Bellevue, King County, Washington. The Premises are situated
on the first floor of the Building as shown on the floor plan attached to this
Lease as Exhibit A. The Building is located on the real property legally
described on Exhibit B attached.


                                        BASIC LEASE PROVISIONS


         1.     Description of Premises: The Premises contain an agreed area of
                6,985 rentable square feet.

         2.     Building Rentable Area: 390,160.

         3.     Tenant's Share of Operating Expenses and Real Property Taxes:
                .79%.

         4.     Base Year: Calendar year 1998.

         5.     Annual Base Rent:

                (a) From the "Commencement Date" (defined below) through the
                last day of the twenty fourth (24th) full calendar month of the
                Lease Term- $174,625.00.

                (b) From the first day of the twenty fifth (25th) full calendar
                month of the Lease Term through and including the last day of
                the thirty sixth (36th) full calendar month of the Lease Term -
                $181,610.00.

                (c) From the first day of the thirty seventh (37th) full
                calendar month of the Lease Term through and including the last
                day of the sixtieth (60th) full calendar month of the Lease Term
                - $188,595.00.

           6.    Monthly Installments of Base Rent:

                (a) From the "Commencement Date" (defined below) through the
                last day of the twenty fourth (24th) full calendar month of the
                Lease Term- $14,552.08.

                (b) From the first day of the twenty fifth (25th) full calendar
                month of the Lease Term through and including the last day of
                the thirty sixth (36th) full calendar month of the Lease Term -
                $15,134.17.

                (c) From the first day of the thirty seventh (37th) full
                calendar month of the Lease Term through and including the last
                day of the sixtieth (60th) 1 full calendar Month of the Lease
                Term - $15,716.25.


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         7.     Lease Term: Sixty (60) full calendar months.

         8.     Target Commencement Date: August 1, 1998.

         9.     Deposit: $250,000 in the form of a letter of credit as described
                in Paragraph 4 of this Lease.

         10.    Advance Rent: $14,552.08, due and payable when this Lease is
                fully executed

         11.    Brokers : Colliers Macaulay Nicolls International, Inc. and
                Pacific Real Estate Partners, Inc.

         12.    Permitted Use: Retail banking, commercial banking, banking
                related services and general business offices.

         13.    Addresses for Notices:

                Landlord:

                c/o The Seneca Real Estate Group
                10900 N.E. 4th Street, Suite 800
                Bellevue, Washington 98004

                Tenant:

                Prior to the Commencement Date:
                11405 N.E. 2"d Place
                P.O. Box 52748
                Bellevue, Washington 98015-2748

         14.    Address for Payments: The address for Landlord set forth in Item
                13 above, or such other address as Landlord may designate.

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                                 LEASE AGREEMENT

         1.     Term: Commencement Date,

                (a) The Lease Term shall be as shown in Item 7 of the Basic
Lease Provisions and shall commence on the Target Commencement Date as shown in
Item 8 of the Basic Lease Provisions or such later date as the Premises shall be
tendered to Tenant as set forth in Exhibit C attached (the "Workletter"), or
upon such earlier date as Tenant takes possession and commences use of the
Premises for the Permitted Use identified in Item 12 of the Basic Lease
Provisions. The date the Lease Term commences, as described in the preceding
sentence, is referred to in this Lease as the "Commencement Date"; provided, if
the Commencement Date is a day other than the first day of a calendar month,
unless otherwise agreed in writing by Landlord and Tenant, the Lease Term shall
not commence until the first day of the first calendar month starting after the
Commencement Date, however all of the other terms and conditions of this Lease
(including those regarding payment of rent) shall be applicable on the
Commencement Date. Landlord will confirm the Commencement Date in writing to
Tenant promptly after the commencement of the Lease Term. (b) If Landlord for
any reason cannot deliver possession of the Premises to Tenant on or before the
Target Commencement Date, then Landlord shall not be subject to any liability
therefor; nor shall such failure affect the validity of this Lease or the
obligations of Tenant hereunder; provided Tenant shall not be obligated to pay
rent until possession of the Premises is tendered to Tenant. Notwithstanding the
foregoing, if Landlord has not delivered possession of the Premises within one
hundred twenty (120) days from the Target Commencement Date, then at Tenant's
option, to be exercised within thirty (30) days after the expiration of said
120-day period, this Lease shall terminate and upon Landlord's return of any
monies previously deposited by Tenant the parties shall have no further rights
or liabilities towards each other. Notwithstanding the foregoing sentence, if
Landlord is unable to deliver possession of the Premises to Tenant within the
120-day period due to delays caused by Tenant or material shortages, labor
strikes or other reasons beyond Landlord's control, the 120-day period shall be
extended by the number of days of delay experienced by Landlord.

          2.    Base Rent.

                (a) Tenant agrees to pay Base Rent for the Premises at the per
annum rental rate stated in Item S of the Basic Lease Provisions. The Base Rent
shall be payable in equal monthly installments in the amounts set forth in Item
6 of the Basic Lease Provisions, payable in advance, without deduction or
offset, commencing on the Commencement Date and continuing on the first day of
each calendar month thereafter. If the term of this Lease commences or ends on a
day other than the first or last day of a calendar month, then the rent for such
partial month shall be prorated in the proportion that the number of days this
Lease is in effect during such partial month bears to the number of days in that
calendar month, and such rent shall be paid at the commencement of such partial
month.

                (b) Tenant acknowledges that late payment by Tenant to Landlord
of rent or other sums due hereunder will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of which would be extremely
difficult and impractical to ascertain. Such costs include, but are not limited
to, processing and accounting charges, and late charges which may be imposed on
Landlord by the terms of any mortgage or trust deed covering the Premises.
Tenant therefor agrees if Tenant does not make any payment required of Tenant
under this Lease within five (5) days of the due date, Tenant shall pay Landlord
a late charge in the amount of five percent (5%) of the delinquent payment,
which amount shall immediately be due and payable on demand.

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          3.      Additional Rent.

                (a) During each calendar year after the Base Year identified in
Item 4 of the Basic Lease Provisions, Tenant agrees to pay as "Additional Rent"
for the Premises, "Tenant's Share" (defined below) of all increases in "Property
Taxes" (defined below) and "Operating Expenses" (defined below) incurred by
Landlord in the operation of the Building, over the amount of the Property Taxes
and Operating Expenses incurred by Landlord in the operation of the Building
during the Base Year. For purposes of this Lease, "Tenant's Share" shall mean
the ratio between the rentable area of the Premises and the rentable area of the
Building. Tenant's Share, calculated based on the initial square foot area of
the Premises, is set forth in Item 3 of the Basic Lease Provisions.

                (b) Prior to or promptly after the commencement of each calendar
year following the Base Year, Landlord shall give Tenant a written estimate of
the anticipated increases in Property Taxes and Operating Expenses over the Base
Year and Tenant's Share of such increases. Tenant shall pay such estimated
amount to Landlord in equal monthly installments, in advance, without deduction
or offset, on or before the first day of each calendar month, with the monthly
installment of Base Rent payable under Paragraph 2 above. After the end of each
calendar year, Landlord shall furnish to Tenant a statement showing in
reasonable detail the actual increases over the Base Year in the Property Taxes
and Operating Expenses incurred by Landlord during the applicable calendar year
and Tenant's Share thereof. If the statement shows Tenant's Share of the actual
increases exceeds the amount of Tenant's estimated payments, within thirty (30)
days after receiving the statement, Tenant shall pay the amount of the
deficiency to Landlord. If the statement shows Tenant has overpaid, the amount
of the excess shall be credited against installments next coming due under this
Paragraph 3; provided, however upon the expiration or earlier termination of the
Lease Term, if Tenant is not then in default under this Lease, Landlord shall
refund the excess to Tenant.

                (c) If at any time during any calendar year of the Lease Term
(other than the Base Year) the Property Taxes applicable to the Building change
and/or any information used by Landlord to calculate the estimated Operating
Expenses changes, Tenant's estimated share of such Property Taxes and/or
Operating Expenses, as applicable, may be adjusted accordingly one (1) time per
calendar year, by written notice from Landlord to Tenant of the amount or
estimated amount of the change, the month in which the change is effective, and
Tenant's Share thereof. Tenant shall pay such increase to Landlord as a part of
Tenant's monthly payments of estimated Property Taxes or Operating Expenses as
provided in subparagraph (b) above, commencing with the month following the
month in which Tenant is notified of the adjustment.

                (d) For purposes of this Lease, the term "Operating Expenses"
means all costs of and expenses paid or incurred by Landlord for maintaining,
operating, repairing, replacing and administering the Building, including all
common areas and facilities, and shall include the following costs by way of
illustration but not limitation: water and sewer charges; insurance premiums;
license, permit, and inspection fees; heat; light; power; steam; janitorial and
security services; labor; salaries; air conditioning; landscaping; maintenance
and repair of driveways and surface areas; supplies; materials; equipment;
tools; the cost of any capital improvements or modifications made to the
Building by Landlord that are intended to reduce Operating Expenses, are
required under any governmental law or regulation not applicable to the Building
or not in effect at the time the Building was constructed, or are made for the
general benefit and convenience of all tenants of the Building, which costs
shall be amortized over such reasonable period as Landlord shall determine with
a return on capital at the current market rate per annum on the unamortized
balance or at such higher rate as may have been paid by Landlord on funds
borrowed for the purpose of constructing such capital improvements; all property
management costs, including office rent for any property management office and
professional property management fees; legal and accounting expenses; and all
other expenses or charges which, in accordance with generally accepted
management practices would be considered an expense of maintaining, operating,
repairing, replacing or administering the Building. Operating Expenses shall not
included real estate fees or commissions or other costs incurred by Landlord in
connection with the leasing

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of space in the Building, attorneys' fees or other costs incurred by Landlord in
connection with disputes with tenants of the Building, or the cost of any
capital improvements or modifications made to the Building which are not
specifically included within Operating Expenses pursuant to this Paragraph 3(d).

                (e) For purposes of this Lease, the term "Property Taxes" means
all real estate taxes or personal property taxes and other taxes, surcharges and
assessments, unforeseen as well as foreseen, which are levied with respect to
the Building and any improvements, fixtures and equipment and other property of
Landlord, real or personal, located in tile Building and used in connection with
the operation of the Building, and the land upon which it is situated, and any
tax, surcharge or assessment which shall be levied in addition to or in lieu of
real estate or personal property taxes, other than taxes covered in Paragraph
11. The term "Property taxes" shall also include any rental, excise, sales,
transaction, privilege, or other tax or levy, however denominated, imposed upon
or measured by the rental reserved hereunder or on Landlord's business of
leasing the Premises, excepting only net income, inheritance, gift and franchise
taxes.

                (f) Notwithstanding anything to the contrary contained in
subparagraph (d) above, as to each specific category of expense which one or
more tenants of the Building, at Landlord's sole discretion, either pays
directly to third parties or specifically reimburses to Landlord (e.g.,
separately metered utilities, separately contracted janitorial service, property
taxes directly reimbursed to Landlord, etc.) such tenant(s) payments with
respect thereto shall not be included in Operating Expenses for purposes of this
Paragraph 3, but Tenant's Share of each of such category of expense shall be
adjusted by excluding from the denominator thereof the rentable area of all such
tenants paying such category of expense directly to third parties or reimbursing
the same directly to Landlord. Whenever Tenant wishes to enter into a separate
contract to provide any specific utility or service normally provided by the
Building, Tenant shall contract with the firm providing that service to the
Building unless Landlord otherwise consents in writing, which consent shall not
be unreasonably withheld. Moreover, if Tenant pays or directly reimburses
Landlord for any such category of expense, such category of expense shall be
excluded from the determination of Operating Expenses for Tenant except to the
extent such expense was incurred with respect to the common areas in the
Building.

                (g) The Base Rent payable pursuant to Paragraph 2, the
Additional Rent payable pursuant to this Paragraph 3, and all other amounts
required to be paid by Tenant under this Lease are collectively referred to as,
and shall for all purposes constitute "rent".

         4.     Deposit Upon Landlord's execution of this Lease, Tenant will
provide Landlord with a letter of credit in the amount of $250,000 (the "Letter
of Credit") and will pay to Landlord Advance Rent in the amount set forth in
Item 10 of the Basic Lease Provisions as partial consideration for Landlord's
execution of this Lease. The Letter of Credit must be issued by a bank or other
financial institution acceptable to Landlord and must be acceptable to Landlord
in form and content. The Advance Rent shall be applied to the Base Rent due for
the first month that Tenant is obligated to pay Base Rent under this Lease. The
Letter of Credit shall be held by Landlord for the entire Lease Term as provided
in this Paragraph 4. The term of the Letter of Credit shall either be equivalent
to the term of this Lease or it shall be renewable annually no later than thirty
(30) days prior to each anniversary of the date the Lease Term commenced. If the
Letter of Credit is not so renewed, Landlord shall be entitled to draw the
entire undrawn balance of the Letter of Credit and any amounts so drawn shall be
held by Landlord, without interest, as a deposit. So long as Tenant is not in
default under this Lease, and no events or circumstances exist which with
notice, the passage of time or both will become a default, the amount of tile
Letter of Credit shall be reduced by $50,000 on each anniversary of the date the
Lease Term commenced, however in no event shall the amount of the Letter of
Credit ever be reduced below $50,000. If Tenant defaults with respect to any
provision of this Lease, and fails to cure the default prior to the expiration
of the applicable cure period, if any, Landlord may draw on the Letter of Credit
(or use, apply or retain all or any part of the deposit, as applicable) for the
payment of any rent or any other sum in default, or for the payment of any other
amount which Landlord may spend or become obligated to spend by reason of
Tenant's default or to compensate Landlord for any other loss or damage which
Landlord

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suffer by reason of Tenant's default. If any portion of the Letter of Credit is
so drawn (or said deposit is so used or applied), Tenant shall, upon demand
therefor, increase the amount of the Letter of Credit (or deposit cash with
Landlord) In all amount sufficient to restore the Letter of Credit or the
deposit, as applicable, to its original amount (as the same has been reduced
pursuant to this paragraph) and Tenant's failure to do so shall constitute a
default hereunder by Tenant. If Tenant performs every provision of this Lease to
be performed by it, the Letter of Credit (or an amount equal to the remaining
balance of the deposit amount) shall be returned to Tenant within thirty (30)
days following the expiration of the Lease Term.

          5.    Repairs.

                (a) Subject to Paragraph 5(b), and except for maintenance
attributable to Tenant's breach of its obligations under this Lease, which
maintenance shall be Tenant's responsibility, Landlord shall make all necessary
repairs to the exterior walls, exterior doors, windows, corridors and other
common areas of the Building and Landlord shall keep the Building in a safe,
clean and neat condition, and use reasonable effort to keep all equipment used
in common with other tenants or located outside the Premises, such as elevators,
plumbing, heating, air conditioning, electrical and similar equipment, in good
condition and repair. Except as provided in Paragraph 13 hereof, there shall be
no abatement of rent and no liability of Landlord by reason of any injury to or
interference with tenant's business arising from the making of any repairs,
alterations or improvements in or to any portion of the Building or in or to
fixtures, appurtenances and equipment therein or thereon. Tenant waives the
right to make repairs at Landlord's expense under any law, statute or ordinance
now or hereafter in effect. Landlord agrees to comply with all laws, statutes or
ordinances now or hereafter in effect and applicable to Landlord's maintenance
or repair of the Building.

                (b) Tenant agrees that all repairs to the Premises not required
above to be made by Landlord and all decorating, remodeling, alteration and
painting required by Tenant during the term of this Lease shall be made by
Landlord (or a third party reasonably acceptable to Landlord) at the sole cost
and expense of Tenant. Tenant will pay for any repairs to the Premises or the
Building made necessary by any negligence or carelessness of Tenant or its
assignees, subtenants, employees or their respective agents or other persons
permitted in the Building by Tenant, or any of them, and will maintain the
Premises, and will leave the Premises upon termination of this Lease, in a safe,
clean, neat and sanitary condition, reasonable wear and tear excepted.

          6.    Improvements and Alterations

                (a) Landlord's construction obligations under this Lease, if
any, are set forth in the Workletter,

                (b) Landlord shall have the right at any time to change the
arrangement and/or location of entrances or passageways, doors and doorways, and
corridors, elevators, stairs, toilets, or other public parts of the Building,
provided no such changes may materially adversely affect access to the Premises,
or the visibility of the Premises from the main Building lobby.

                (c) Tenant shall not make any alterations, additions or
improvements in or to the Premises without first submitting to Landlord
professionally prepared plans and specifications for such work and obtaining
Landlord's prior written approval, which approval shall not be unreasonably
withheld. All such alterations, additions and improvements shall be made at
Tenant's sole cost and expense by Landlord (or a third party reasonably
acceptable to Landlord). The cost of any alterations,, additions or improvements
performed by Landlord shall be reimbursed by Tenant within ten (10) days after
the presentation of an invoice to Tenant for the cost of the work, which costs
shall include a reasonable charge for Landlord's supervision of the work (which
shall not exceed five percent (5%) of the total cost of the work). All
alterations, additions and improvements performed by a third party for Tenant
shall be performed in a manner which (a) is consistent with the
Landlord-approved plans and specifications and any conditions imposed by
Landlord in connection therewith; (b) is in conformity with commercial
standards; (c) includes acceptable


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insurance coverage for Landlord's benefit; (d) does not affect the structural
integrity of the Building; (e) does not disrupt the business or operations of
other tenants; and (f) does not invalidate or otherwise affect the construction
and systems warranties then in effect with respect to the Building. Tenant shall
secure all governmental permits and approvals, as well as comply with all other
applicable governmental requirements and restrictions. All alterations,
additions and improvements (expressly including all light fixtures, heat,
ventilation and air conditioning units and floor coverings), except trade
fixtures and appliances and equipment not affixed to the Premises, shall become
the property of Landlord without any obligation on its part to pay therefor.
Upon the expiration or earlier termination of this Lease, Landlord, at its
option, may require Tenant to remove from the Premises (i) all alterations,
additions and improvements made by Tenant, including without limitation any and
all telephone, computer and other communications system cabling and equipment
installed by or for Tenant, and (ii) the vault, night deposit box and any
automatic teller machine now or hereafter located on the Premises, and Tenant
shall repair any damage to the Premises resulting from such removals. At
Tenant's request, Landlord will advise Tenant at the time Tenant seeks
Landlord's approval of any alterations, additions or improvements to the
Premises by Tenant whether or not Landlord will require such alterations,
addition or improvements to be removed upon the expiration or earlier
termination of this Lease.

         7.     Liens. Tenant shall keep the Premises free from any liens
arising out of any work performed, materials furnished, or obligations incurred
by or for Tenant. Within ten (10) days following the imposition of any such
lien, Tenant shall cause the same to be released of record by payment or posting
of a lien release bond in the amount then required pursuant to applicable laws
(or other security reasonably acceptable to Landlord). If Tenant fails to comply
with the preceding sentence, Landlord shall have, in addition to all other
remedies provided herein and by law, the right, but not the obligation, to cause
the same to be released by such means as it shall deem proper, including payment
of or defense against the claim giving rise to such lien. All sums paid by
Landlord and all expenses incurred by it in connection therewith, shall create
automatically an obligation of Tenant to pay an equivalent amount as additional
rent, which additional rent shall be payable by Tenant on Landlord's demand with
interest thereon from the date incurred by Landlord at the interest rate
provided for in Paragraph 36 of this Lease.

          8.    Use of Premises. Tenant shall use the Premises only as set forth
in Item 12 of the Basic Lease Provisions and shall not use or permit the
Premises to be used for any other purpose without the prior written consent of
Landlord, which consent shall not be unreasonably withheld. Tenant shall not use
or occupy the Premises in violation of law or of the certificate of occupancy
issued for the Building, and shall, upon five (5) days written notice from
Landlord, discontinue any use of the Premises which is declared by any
governmental authority having jurisdiction to be a violation of law or of said
certificate of occupancy. Tenant shall comply with any direction of any
governmental authority having jurisdiction which are not the responsibility of
Landlord under this Lease and which shall, by reason of the nature of Tenant's
use or occupancy of the Premises, impose any duty upon Tenant or Landlord with
respect to the Premises or with respect to the use or occupancy thereof. Tenant
shall not do or permit to be done anything in or about the Premises or the
Building which will invalidate or increase the cost of any fire, extended
coverage or any other insurance policy covering the Building, or property
located therein and shall comply with all rules, orders, regulation and
requirements of the Washington Insurance Examining Bureau or any other
organization performing a similar function. Notwithstanding Paragraphs 3(d) or
3(f), Tenant shall promptly upon demand reimburse Landlord for the full amount
of any additional premium charged for such policy by reason of Tenant's failure
to comply with the provisions of this paragraph; provided, such demand for
reimbursement shall not be Landlord's exclusive remedy. Tenant shall not in any
way obstruct or interfere with the rights of other tenants or occupants of the
Building or injure or annoy them, or use or allow the Premises to be used for
any improper, immoral, unlawful or objectionable purpose, nor shall Tenant
cause, maintain, or permit any nuisance in, on, or about the Premises. Tenant
shall not commit or suffer to be committed any waste in or upon the Premises.


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9.       Utilities and Services.

                  (a) Landlord agrees to furnish or cause to be furnished to the
Premises, the utilities and services described below, subject to the conditions
and in accordance with the standards set forth below: .

                           (i) Landlord shall provide automatic elevator
facilities from 7 a.m. to 6 p.m., Monday through Friday, except for holidays
observed by Building management ("Normal Building Hours"). At least one elevator
will be available for use at all times other than Normal Building Hours (so
Tenant shall have access to the Premises seven (7) days per week, twenty-four
(24) hours per day, including holidays), subject to such Building security
systems and procedures as may be in effect from time to time.

                           (ii) During Normal Building Hours, and during such
weekend hours (presently 8:00 a.m. to 1:00 p.m. on Saturdays) as Landlord at its
option elects to make such services available at no charge to the tenants of the
Building, Landlord shall ventilate the Premises and furnish heat and air
conditioning when in the judgment of the Landlord it is required for the
comfortable occupancy of the Premises, subject to any governmental requirements
or standards relating to, among other things, energy conservation. Upon request,
Landlord shall make available at Tenant's expense after hours heat or air
conditioning. The minimum use of after hours heat or air conditioning and the
cost thereof shall be determined by Landlord and confirmed in writing to Tenant
as the same may change from time to time. The current charge for after hours
HVAC service is $15.00 per hour, which charge is subject to change from time to
time. In addition to any and all other rights and remedies which Landlord may
have for a violation or breach of this Lease, Landlord may discontinue said
after hours heating and air conditioning service without any abatement of rent
to Tenant whatsoever.

                           (iii) Landlord shall furnish to the Premises at all
times, subject to interruptions beyond Landlord's control, electric current as
required by the building standard office light and receptacles. At all times
Tenant's use of electric current shall never exceed the capacity of the feeders
to the Building or the risers or wiring installations, or be in violation of any
governmental energy use ordinance.

                           (iv)Landlord shall furnish water for drinking,
cleaning and lavatory purposes only,

                           (v) Landlord shall provide janitorial services to the
Premises, comparable to that provided in other comparable office buildings in
the immediate vicinity of the Building, provided the same are used exclusively
as offices, and are kept reasonably in order by Tenant. If the Premises are not
used exclusively as offices, and Landlord directs, they shall be kept clean and
in order by Tenant, at Tenant's expense and to the satisfaction of Landlord, and
by persons approved by Landlord and no one other than persons approved by
Landlord shall be permitted to enter the Premises for such purposes. Tenant
shall pay to Landlord the cost of removal of any of Tenant's refuse and rubbish
in excess of that usually attendant upon the use of the Premises as offices.

                           (vi) Landlord shall replace, as necessary, the
fluorescent tubes in the standard lighting fixtures installed by Landlord.

                  (b) In accordance with Paragraph 3 of this Lease, as
Additional Rent, Tenant shall pay its share of all charges for heat, water,
light, gas, electricity, sewer, garbage, fire protection and any other utilities
and/or services used or consumed on or supplied to the Building and not
separately metered and charged to the Premises or any other premises in the
Building. Tenant shall be solely responsible for and shall promptly pay when due
all charges for telephone or any other utilities or services separately metered
or charged to the Premises. Landlord may impose a reasonable charge for any
utilities and services, including without limitation, air conditioning, electric
current and water, required to be provided by Landlord by reason of any
substantial

                                       -8-

<PAGE>
recurrent use of the Premises at any time other than Normal Building Hours, or
any use beyond what Landlord agrees to furnish as described above, or special
electrical, cooling and ventilating needs created in certain areas by hybrid
telephone equipment, computers and other similar equipment or uses. At
Landlord's option, separate meters for such utilities and services may be
installed for the Premises, and Tenant upon demand therefor, shall immediately
pay Landlord for the installation, maintenance or repair of such meters.

                  (c) Tenant agrees to cooperate fully at all times with
Landlord and to abide by all reasonable regulations and requirements which
Landlord may prescribe for the use of the above utilities and services. Any
failure to pay any excess costs as described above shall constitute a breach of
the obligation to pay rent under this Lease and shall entitle the Landlord to
the rights herein granted for such breach.

                  (d) Landlord shall not be liable for, and Tenant shall not be
entitled to, any abatement or reduction of rent by reason of Landlord's failure
to furnish any of the foregoing when such failure is caused by accident,
breakage, repairs, strikes, lock-outs or other labor disturbance or labor
dispute of any character, governmental regulation, moratorium or other
governmental action, inability by exercise of reasonable diligence to obtain
electricity, water or fuel, or by any other cause beyond Landlord's reasonable
control, nor shall any such failure, stoppage or interruption of any such
service be construed either as an eviction of Tenant, or relieve Tenant from the
obligation to perform any covenant or agreement. In the event of any failure,
stoppage or interruption thereof, however, Landlord shall use reasonable
diligence to resume service promptly. Notwithstanding any of the foregoing, in
the event of a failure, stoppage or interruption in the services to the Premises
which materially adversely affects Tenant's ability to use and occupy the
Premises, from any cause whatsoever (including one of the events described in
Paragraph 45 below), services are not restored so that Tenant can again
reasonably use and occupy the Premises for the Permitted Use within one hundred
eighty (180) days after the date of the failure, stoppage or interruption,
Tenant shall have the right to terminate this Lease by written notice given to
Landlord at any time prior to the date that services to the Premises are
restored so that Tenant can again reasonably use and occupy the Premises for the
Permitted Use.

                   (e) Notwithstanding anything hereinabove to the contrary,
 Landlord reserves the right from time to time to make reasonable and
 nondiscriminatory modifications to the above standards for utilities and
 services.

                   (f) All telephone and telecommunications services desired by
  Tenant shall be ordered and utilized by Tenant at its sole cost and expense.
  Tenant shall separately contract with a telephone or telecommunications
  provider (a "Provider") to provide telephone and telecommunications services
  to the Premises. If Tenant desires to utilize the services of a Provider whose
  equipment is not presently servicing the Building, such Provider must obtain
  the written consent of Landlord before it will be permitted to install its
  lines or other equipment within the Building. Landlord's consent to the
  installation of lines or equipment within the Building by any Provider shall
  be evidenced by a written agreement between Landlord and the Provider, which
  contains terms and conditions acceptable to Landlord in its sole discretion.
  Landlord's refusal for any reason whatsoever to consent to any prospective
  Provider shall not be deemed a default or breach by Landlord of its
  obligations under this Lease. Landlord makes no warranty or representation to
  Tenant as to the suitability, capability or financial strength of any Provider
  whose equipment is presently serving the Building, and Landlord's consent to a
  Provider whose equipment is not presently serving the Building shall not be
  deemed to constitute such a representation or warranty. To the extent the
  service by a Provider is interrupted, curtailed or discontinued for any reason
  whatsoever, Landlord shall have no obligation or liability in connection
  therewith unless the interruption is caused by the negligence or intentional
  misconduct of Landlord, and it shall be the sole obligation of Tenant at its
  expense to obtain substitute service. The provisions of this paragraph are
  solely for the benefit of Tenant and Landlord, are not for the benefit of any
  third party, specifically including without limitation, no telephone or
  telecommunications provider shall be deemed a third party beneficiary hereof.

                                       -9-

<PAGE>
         10.      Rules and Regulations Tenant agrees to abide by all
nondiscriminatory rules and regulations of the Building imposed by Landlord as
the same may be changed from time to time upon reasonable notice to Tenant. The
current Building rules and regulations are set forth in Exhibit D attached. The
Building rules and regulations are imposed for the cleanliness, good appearance,
proper maintenance and good order and reasonable use of the Premises and the
Building, and as may be necessary for the enjoyment of the Building by all
tenants and their clients, customers and employees. Landlord shall not be liable
for the failure of any tenant of the Building, its agents or employees, to
conform to the rules and regulations.

         11.      Taxes on Tenant's Property.

                  (a) Tenant shall be liable for and shall pay not later than
ten (10) days before delinquency, all taxes, levies and assessments levied
against any personal property or trade fixtures placed by Tenant in or about the
Premises. If any such taxes, levies or assessments on Tenant's personal property
or trade fixtures are levied against Landlord or Landlord's property or if the
assessed value of the Building is increased by the inclusion therein of a value
placed upon such personal property or trade fixtures of Tenant and if Landlord
pays the taxes, levies and assessments based upon such increased assessment,
which Landlord shall have the right to do regardless of validity thereof, Tenant
shall, upon demand, repay to Landlord the taxes, levies and assessments so
levied against Landlord, or the proportion of such taxes, levies and assessments
resulting from such increase in the assessment; provided that, in any such event
Tenant shall have the right, in the name of Landlord and with Landlord's full
cooperation, but without any cost to Landlord, to bring suit in any court of
competent jurisdiction to recover the amount of any such taxes, levies and
assessments so paid under protest, any amount so recovered to belong to Tenant.

                   (b) If the tenant improvements in the Premises, whether
 installed and/or paid for by Landlord or Tenant and whether or not affixed to
 the real property so as to become a part thereof, are assessed for real
 property tax purposes at a valuation higher than the valuation at which tenant
 improvements conforming to Landlord's "building standard" in other space in the
 Building are assessed, then the real property taxes and assessment levied
 against Landlord or the property by reason of such excess assessed valuation
 shall be deemed to be taxes levied against personal property of Tenant and
 shall be governed by the provisions of subparagraph (a) above. If the records
 of the County Assessor are available and sufficiently detailed to serve as a
 basis for determining whether said tenant improvements are assessed at a higher
 valuation than Landlord's "building standard," such records shall be binding on
 both Landlord and Tenant; otherwise the actual cost of construction shall be
 the basis for such determination.

         12.      Reserved

         13.      Fire or Casualty. If the Premises, or access to them, are
wholly or partially destroyed by fire or other casualty covered by the extended
coverage insurance maintained by Landlord for the Building, within ninety (90)
days of such destruction, Landlord shall commence to rebuild, repair or restore
the Premises and access thereto to substantially the same condition as when the
same were furnished to Tenant, excluding any improvements installed by Tenant
and this Lease shall continue in full force and effect. If, however, the
Building is so damaged or destroyed to the extent of more than one-third of its
replacement cost, or to any substantial extent by a casualty not covered by
insurance, Landlord, after giving thirty (30) days' notice to Tenant, may elect
to terminate this Lease in lieu of so restoring the Premises (or access thereto,
as applicable), if Landlord is terminating the leases of a majority of the
tenants affected by the casualty. Landlord shall in no event be obligated to
make any repairs or replacement of any items other than those items installed by
or at the expense of the Landlord at the commencement of the Lease term. If the
Premises are rendered totally or partially untenantable by a casualty not caused
by Tenant (or its agents or employees) Base Rent shall abate during the period
of reconstruction based on the ratio the untenantable portion of the Premises
bears to the entire Premises. If at any time during the last twelve (12) months
of the Lease Term, the Premises or access to the Premises are wholly or
partially destroyed by fire or other casualty, to the extent that Tenant cannot
reasonably use and occupy the Premises for the Permitted Use, and such damage
will reasonably take more than sixty

                                      -10-

<PAGE>
(60) days to repair, Tenant may terminate this Lease by a written notice given
to Landlord at any time within thirty (30) days after the date the damage
occurs.

         14.      Eminent Domain. If access to the Premises or the entire
Premises (or such part thereof as shall substantially interfere with Tenant's
use and occupancy of the remainder of the Premises, as determined by Landlord in
its discretion), shall be taken by any lawful power or authority by exercise of
the right of eminent domain, or transferred in lieu thereof under a threat of
condemnation, this Lease shall terminate effective as of the date possession is
required to be surrendered to the condemning authority. If this Lease does not
terminate as provided above, and if the condemnation proceeds are available to
Landlord for repair and restoration of the Premises and sufficient for such
purposes, Landlord shall promptly proceed to restore the Premises (or access
thereto, as applicable) to substantially the condition prior to such partial
taking, and a proportionate allowance shall be made to Tenant for rent
corresponding to the time during which, and to the part of the Premises of
which, Tenant shall be so deprived on account of such taking and restoration.
Landlord reserves the entire damage award or payment for any taking by eminent
domain or a transfer in lieu thereof, and Tenant waives all claims whatsoever
against Landlord for damages for termination of its leasehold interest in the
Premises, or for interference with its business. Tenant, however, shall have the
right to separately claim from the condemning authority all compensation that
may be recoverable by Tenant on account of any loss incurred by Tenant in
removing Tenant's furniture, trade fixtures and equipment, unamortized leasehold
improvements paid for by Tenant, and any damages to Tenant for relocation or
business interruption expenses, provided, Tenant shall be entitled to any such
damages only if they are awarded separately from and not as part of Landlord's
damages.

         15.      Assignment and Subletting.

                  (a) Except as otherwise permitted pursuant to Paragraph 15(f)
below, Tenant shall not voluntarily or involuntarily assign, sublet, mortgage or
otherwise encumber or convey all or any portion of its interest in this Lease or
in the Premises without obtaining the prior written consent of Landlord, which
consent shall not be unreasonably withheld, and any such attempted assignment,
subletting, mortgage or other encumbrance or conveyance without such consent
shall be null and void and of no effect. In determining whether to consent to a
proposed assignment or subletting, Landlord may consider any commercially
reasonable basis for approving or disapproving the proposed subletting or
assignment, including without limitation any of the following: (i) the
experience or business reputation of the proposed assignee or sublessee, (ii)
whether the clientele, personnel or foot traffic which will be generated by the
business of the proposed assignee or sublessee is consistent in Landlord's
opinion with the businesses of other tenants of the Building, (iii)
notwithstanding that Tenant or others may remain liable under this Lease,
whether the proposed assignee or sublessee has a net worth and financial
strength and credit record satisfactory to Landlord, and (iv) whether the use of
the Premises by the proposed assignee or sublessee will be substantially the
same as the use of the Premises by Tenant, or whether such use is consistent
with the businesses of other tenants then occupying the Building, and whether
such use will violate or create any potential violation of any laws or a breach
or violation of any other lease or agreement by which Landlord is bound.

                  (b) No permitted assignment, subletting, mortgage or other
encumbrance of Tenant's interest in this Lease shall relieve Tenant of its
obligations to pay the rent and to perform all of the other obligations to be
performed by Tenant hereunder. The acceptance of rent by Landlord from any other
person shall not be deemed to be a waiver by Landlord of any provision of this
Lease or be a consent to any subletting, assignment, mortgage or other
encumbrance or conveyance. Consent to one sublease, assignment, mortgage or
other encumbrance or conveyance shall not be deemed to constitute consent to any
subsequent attempted subletting, assignment, mortgage or other encumbrance or
conveyance.

                  (c) Except as otherwise permitted pursuant to Paragraph 15(f)
below, if Tenant desires at any time to assign this Lease or to sublet the
Premises or any portion thereof, it shall first notify Landlord of its desire to
do so and shall submit in writing to Landlord no less than thirty (30)

                                      -11-

<PAGE>
days prior to the date such assignment or subletting is to be effective (i) the
name of the proposed subtenant or assignee; (ii) the nature of the proposed
subtenant's or assignee's business to be carried on in the Premises; (iii) the
terms and provisions of the proposed sublease or assignment and a copy of the
proposed sublease or assignment form; and (iv) such financial and other
information as Landlord may request concerning the proposed subtenant or
assignee.

                  (d) Upon receipt of the notice required in Paragraph 15(c)
above, Landlord, at its option, shall have the right to terminate this Lease as
to the portion of the Premises which Tenant proposes to sublease or assign.
Landlord shall have twenty (20) days from the date it receives Tenant's notice
under Paragraph 15(c) to exercise such option. If Landlord elects to exercise
its option to terminate the Lease as to the portion of the Premises which Tenant
proposes to sublease or assign, Tenant shall have the right to withdraw its
request for Landlord's approval of the proposed sublease or assignment by giving
Landlord written notice of such withdrawal within five (5) days after its
receipt of Landlord's notice to Tenant exercising Landlord's right to so
terminate this Lease. If Landlord exercises its option to terminate this Lease
as to the portion of the Premises to be sublet or assigned, and Tenant does not
elect to withdraw its request for Landlord's approval of the proposed sublease
or assignment, Landlord shall be free to lease such portion of the Premises to
any person or entity (including the sublessee or assignee proposed by Tenant) on
such terms and conditions as Landlord deems acceptable. If Landlord does not
exercise such option within such time, Tenant may thereafter assign this Lease
or sublet the portion of the Premises subject thereof, provided Landlord
pursuant to Paragraph I5(a) above consents thereto, but at the rental rate and
other terms and conditions set forth in Tenant's notice to Landlord and not
later than ninety (90) days after delivery of the aforesaid Tenant's notice to
Landlord unless a further notice is given. No action or inaction by Landlord in
connection with its right under this Paragraph 15(d) shall constitute or be
deemed to constitute an approval of a proposed assignment or sublease for
purposes of Paragraph 15(a). If Landlord elects not to recapture the portion of
the Premises to be sublet or assigned pursuant to this Paragraph 15(d) and
Landlord consents to the subletting or assignment, Tenant shall pay to Landlord
one-half (1/2) of any and all consideration (including rent payments) received
by Tenant for the sublease or assignment, less the reasonable costs and expenses
(including brokerage fees and tenant improvement costs) incurred by Tenant in
connection with the sublease or assignment, to the extent in excess of the Base
Rent and Additional Rent payable by Tenant pursuant to this Lease.

                  (e) The voluntary or other surrender of this Lease by Tenant
or a mutual cancellation hereof shall not work a merger, and shall at the option
of Landlord, terminate all or any existing subleases or subtenancies or shall
operate as an assignment to Landlord of such subleases or subtenancies. Except
as otherwise permitted pursuant to Paragraph 15(f) below, the transfer,
assignment or hypothecation of any stock or other ownership interest in Tenant,
in the aggregate in excess of twenty-five percent (25%), shall be deemed an
assignment within the meaning and provisions of this Paragraph 15. Tenant agrees
to reimburse Landlord for Landlord's reasonable costs and attorney's fees (up to
a maximum amount of $1,000) incurred in conjunction with the processing and
documentation of any such requested assignment, subletting, transfer, change of
ownership or hypothecation of this Lease or Tenant's interest in and to the
Premises.

                  (f) Notwithstanding any other provision of this Paragraph 15,
Tenant may assign this Lease to a bank or other financial institution which
acquires Tenant or all of the assets of Tenant, provided that the net worth and
financial condition of the acquiring entity is at least as strong, in Landlord's
reasonable opinion, as the net worth and financial condition of Tenant
immediately prior to the date of the transfer. Tenant shall provide Landlord
with such information regarding the transferee as Landlord may reasonably
require, and Tenant shall cause the transferee to execute a lease assumption
agreement pursuant to which the transferee assumes the obligation: of Tenant
under this Lease, which agreement must be reasonably acceptable to Landlord in
form and content. Tenant shall pay all costs and expenses (including reasonable
attorneys' fees) incurred by Landlord in connection with the preparation of any
such assumption agreement, up to a maximum amount of $1,000. Further
notwithstanding the foregoing, Tenant may enter into subleases, which shall not
exceed in the aggregate twenty five percent (25%) of the rentable area of the
Premises, with entities with which Tenant has entered into a business
arrangement pursuant to

                                      -12-

<PAGE>
which such entity will provide services to Tenant's customers and clients,
provided that the sublessee or sublessees enter into a written sublease
agreement with Tenant in form and content reasonably acceptable to Landlord and
Tenant provides Landlord with written notice of any such sublease (and a copy of
the executed sublease agreement) at least ten (10) days prior to the date the
sublessee takes possession of the Premises.

                  (g) Landlord acknowledges, the initial Tenant, Pacifica Joint
Venture, has been formed to obtain a Washington state banking charter for the
purpose of organizing Pacifica Bank (the "Bank"). If a state banking charter is
issued for the Bank, Tenant shall assign its rights under this Lease to the
Bank, and the Bank shall assume the obligations of Tenant under this Lease
pursuant to a written lease assignment and assumption agreement in form and
content acceptable to Landlord. Landlord's consent shall not be required for
such assignment. Upon the full execution of such assignment and assumption
agreement, the initial Tenant (i.e., Pacifica Joint Venture) shall be released
from all of its obligations under this Lease, and thereafter all references in
this Lease to "Tenant" shall mean the Bank. If the Bank's charter has not been
issued by September 15, 1998, unless otherwise agreed in writing by Landlord and
Tenant, this Lease will terminate and Tenant shall pay to Landlord within
fifteen (15) days thereafter, an amount equal to the sum of (1) all amounts
incurred by Landlord in making improvements to the Premises pursuant to the
Workletter, (2) the amount of the real estate commissions paid by Landlord in
connection with this Lease, and (3) $43,656.24, which is equivalent to the Base
Rent payable for a period of three (3) calendar months.

         16.      Access. Landlord and its agents shall have the right to enter
the Premises at any time to examine the same, to show them to prospective and
current purchasers, lenders or tenants, and to make such repairs, alterations,
improvements or additions as Landlord may deem necessary or desirable. Except in
emergency situations, to provide services to be provided by Landlord hereunder,
or to perform routine repair and maintenance work, Landlord will give Tenant at
least twenty four (24) hours advance notice prior to entering the Premises.
Tenant hereby waives any claim for damages or any injury or inconvenience to or
interference with Tenant's business, any loss of occupancy or quiet enjoyment of
the Premises, and any other loss occasioned thereby. Landlord shall at all times
have and retain a key with which to unlock all of the doors in, upon and about
the Premises, excluding Tenant's vaults and safes, and Landlord shall have the
right to use any and all means which Landlord may deem proper to open said doors
in an emergency in order to obtain entry to the Premises. Any entry to the
Premises obtained by Landlord by any of said means shall not under any
circumstances be construed or deemed to be a forcible or unlawful entry into, or
a detainer of, the Premises, or any eviction of Tenant from the Premises or any
portion thereof. No provision of the Lease shall be construed as obligating
Landlord to perform any repairs, alterations or decoration except as otherwise
expressly agreed to be performed by Landlord.

         17.      Subordination; Attornment; Estoppel Certificates

                  (a) This Lease is junior, and subordinate to all leases,
mortgages, deeds of trust, and other security instruments of any kind now
covering the Building, or any portion thereof. Landlord reserves the right to
place liens or encumbrances on the Building, or any part thereof or interest
therein superior in lien and effect to this Lease. This Lease, at the option of
Landlord, shall be subject and subordinate to any and all such liens or
encumbrances now or hereafter imposed by Landlord without the necessity of the
execution and delivery of any further instruments on the part of Tenant to
effectuate such subordination. Notwithstanding the foregoing, Tenant covenants
and agrees to execute and deliver to Landlord within twenty (20) days of
Landlord's demand such further instruments evidencing such subordination of this
Lease as may be requested by Landlord; provided such instruments contain
nondisturbance language consistent with the terms of this Paragraph 17(a).
Notwithstanding such subordination, Tenant's right to quiet possession of the
Premises shall not be disturbed so long as Tenant shall pay the rent and observe
and perform all of the provisions of this Lease to be observed and performed by
Tenant. In the event of the foreclosure of any such lien or encumbrance, Tenant
shall attorn to the then owner wo owns or acquires title to the Building and
will recognize such owner as Landlord under this Lease. Tenant hereby waives any
right to terminate this Lease because of any such foreclosure, provided that the

                                      -13-

<PAGE>
then owner shall have previously agreed or shall agree to Tenant's occupancy and
right to quiet possession of the Premises in accordance with this Paragraph
17(a).
                  (b) Tenant shall at any time and from time to time upon not
less that twenty (20) days' prior notice by Landlord, execute, acknowledge and
deliver to Landlord a statement in writing certifying that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as modified and stating the
modifications), and the dates to which the Base Rent, Additional Rent and other
charges have been laid in advance, if any, stating whether or not to the best
knowledge of Tenant, Landlord is in default in the performance of any covenant,
agreement or condition contained in this Lease and, if so, specifying each such
default of which Tenant may have knowledge and containing such other accurate
statements or certifications of fact as Landlord may request. Any such statement
delivered pursuant to this Paragraph maybe relied upon by any prospective
purchaser of the fee of the Building or any mortgagee, ground lessor or other
like encumbrancer thereof or any assignee of any such encumbrancer upon the
Building. Tenant's failure to deliver an estoppel certificate within the twenty
(20) day period shall be deemed Tenant's confirmation of the accuracy of the
information in such certificate supplied by Landlord to the prospective
mortgagee, purchaser, ground lessor or other encumbrancer.

                  18. Sale by Landlord. In the event of a sale or conveyance by
Landlord of the Building, the same shall operate to release Landlord from any
and all liability accruing under this Lease after the effective date of the sale
or conveyance. Tenant's right to quiet possession of the Premises shall not be
disturbed so long as Tenant shall pay the rent and observe and perform all of
the provisions of this Lease to be observed and performed by Tenant. If any
security deposit has been made by Tenant, Landlord will transfer such security
deposit to the purchaser (or credit the purchaser for the amount of the security
deposit), and thereupon Landlord shall be discharged from any further liability
in reference thereto.

           19.     Nonliability and Indemnification of Landlord Insurance.

                  (a) Except for Landlord's negligence, willful misconduct or
breach of this Lease, Landlord shall not be liable to Tenant and Tenant hereby
waives all claims against Landlord for any injury or damage to any person or
property whatsoever.

                  (b) Tenant shall indemnify, hold Landlord harmless from and
defend Landlord against any and all claims, losses, costs, damages, expenses and
liabilities, including without limitation reasonable attorneys' fees, for any
injury or damages to any person or property whatsoever, when such injury or
damage has been caused in part or in whole by act, neglect, fault, or omission
of Tenant, its agents, servants, employees or invitees or resulting from
Tenant's failure to comply with any of the terms or conditions of this Lease.
Landlord shall indemnify, defend and save Tenant, its partners, officers,
agents, employees and contractors, harmless from all claims, suits, losses,
damages, fines, penalties, liabilities and expenses (regardless of whether such
claims involve litigation), resulting from any actual or alleged injury
(including death) of any person or from any actual or alleged loss of or damage
to any property arising out of or in connection with Landlord's breach of its
obligations hereunder, or any negligent or willful act or omission of Landlord
or any officer, agent, employee, guest or invitee of Landlord, or of any such
entity, in or about the Premises, the Building. The foregoing indemnity
obligations of the parties are intended to specifically cover actions brought by
the indemnifying party's own employees, and with respect to acts or omissions
during the term of this Lease shall survive termination or expiration of this
Lease. As between Landlord and Tenant, such indemnities arc specifically and
expressly intended to constitute waivers by the indemnifying party of its
immunity, if any, under Washington's Industrial Insurance Act, RCW Title 51, to
the extent necessary to provide the other party with a full and complete
indemnity from claims made by the indemnifying party and its employees, to the
extent of their negligence. Tenant shall promptly notify Landlord of casualties
or accidents occurring in or about the Premises. If losses, liabilities, damages
liens, costs and expenses covered by either party's indemnity are caused by the
sole negligence of the other party or by the concurrent negligence of both
Landlord and Tenant, their employees, agents, invitees and licensees, then the

                                      -14-

<PAGE>
indemnifying party shall indemnify the other only to the extent of the
indemnifying party's own negligence or that of its officers, agents, employees,
guests or invitees. LANDLORD AND TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION
PROVISIONS OF THIS PARAGRAPH 19 WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY
THEM.

                  (c) Tenant shall and does hereby assume all risk of loss or
damage to furnishings, furniture, fixtures, supplies, merchandise and other
property, by whomsoever owned, stored, placed or affixed in the Premises and
does hereby agree, except to the extent of the negligence or willful misconduct
of Landlord or its employees, agents or contractors, or Landlord's breach of its
obligations under this Lease, Landlord shall not be responsible for loss or
damage to any such property, and Tenant hereby agrees to indemnify, defend and
hold Landlord harmless from and against any and all claims for such loss or
damage, including attorneys' fees.

                  (d) Tenant hereby agrees to maintain in full force and effect
at all times during the Lease Term and at Tenant's cost and expense, the
policies of insurance described in this Paragraph 19(d).

                           (i) Fire and Hazard Insurance. A policy or policies
of hazard insurance insuring all Tenant's personal property, improvements and
fixtures, existing in the Premises on the Commencement Date or at any time
thereafter, against all of the risks covered by a standard "special causes of
loss" endorsement. Such insurance shall be in an amount equal to the lesser of
the replacement cost or full insurable value of such personal property,
improvements and fixtures. The amount of any deductibles must be reasonably
acceptable to Landlord.

                           (ii) Liability Insurance. A policy or policies of
"commercial general liability", or a combination of "commercial general
liability" and "umbrella or excess liability" insurance naming Landlord as an
additional insured thereunder, with combined single limits of not less than
$2,000,000 and with deductibles reasonably acceptable to Landlord. The liability
insurance required hereunder shall cover all of Tenant's operations and
contingent liability of Tenant for all operations performed at the Premises on
Tenant's behalf by Tenant's contractors or subcontractors and shall specifically
include products/completed operations liability, contractual liability, fire
damage liability, and medical payments and shall provide that Tenant's employees
are covered as additional insureds. The liability coverage required hereunder
shall state that Tenant's insurance applies separately to each named insured
against whom a claim is made or suit is brought, except with respect to the
limits of the insurer's liability. If Tenant's "commercial general liability"
and "umbrella or excess liability" policy or policies cover locations other than
the Premises, such policy or policies shall contain an endorsement stating that
"general aggregate" limits of liability apply separately to the Premises.

                           (iii) Worker's Compensation and Employer's Liability
Insurance. A policy or policies of "worker's compensation" insurance with
minimum limits as required by the Washington Labor and Industrial Relations
Statutes, and the rules and regulations promulgated thereunder, and policy or
policies of "employer's liability", or a combination of "employer's liability"
and "umbrella or excess liability" insurance with per accident and per disease
limits not less than $2,000,000 combined single limit, and deductibles
reasonably acceptable to Landlord.

                           (iv) Business Interruption Insurance. A policy or
policies of "business interruption insurance" covering those risks referred to
in subparagraph (d)(i) in an amount not less than the Base Rent and Additional
Rent for a period of not less than twelve (12) months commencing with the date
of the loss.

                  (e) The terms of this Paragraph 19(e) shall be applicable to
all insurance required of Tenant under this Lease.

                           (i) Each policy of insurance required under Paragraph
19(d) above shall (1) provide that the liability of the insurer thereunder shall
not be affected by, and that the insurer shall not claim any right of setoff,
counterclaim, apportionment, proration or contribution by reason

                                      -15-

<PAGE>
of any other insurance obtained by or for Landlord or Tenant; (2) provide that
such policy may not be canceled, whether or not requested by Tenant, except upon
the insurer giving at least thirty (30) days prior written notice thereof to
Landlord or Tenant and every mortgagee of any interest in the Premises and every
other person in interest who has requested notice of the insurer and who
previously was issued a certificate evidencing such insurance; (3) be written by
an insurance company with a current AM Best Company rating of A-XII or better;
and (4) be written as primary policies, not contributing with and not in excess
of any coverage that Landlord may carry.

                           (ii) If any insurance required by this Lease becomes
exhausted as a result of claim payments or is canceled or non-renewed or becomes
null and void for any reason, Landlord reserves the right but shall not be
obligated to replace or reinstate such insurance for the protection of
Landlord's interest and Tenant shall reimburse Landlord within twenty (20) days
of demand for any and all expenses incurred as a result of such reinstatement or
replacement of Tenant's insurance.

                           (iii) Landlord makes no representation that the
limits of liability specified to be carried by Tenant under the terms of this
Lease are adequate to protect Tenant against Tenant's undertakings under this
Paragraph 19, and if Tenant believes any such insurance coverage called for
under this Lease is insufficient, Tenant shall provide, at its own expense, such
additional insurance as Tenant deems adequate.

                           (iv) On or prior to the Commencement Date, and
thereafter within twenty (20) days following a request from Landlord, Tenant
shall deposit with Landlord current certificates of insurance issued by the
insurance carriers certifying that all insurance required of Tenant under this
Paragraph 19 is in effect.

                           (v) Landlord shall have the right to periodically
require Tenant to increase the liability limits, change the coverages and the
scope of the risks covered by the insurance policies required of Tenant
hereunder to such higher levels, such other coverages or such broader scope of
risks as Landlord may from time to time reasonably specify, and which are
applicable to a majority of the tenants in the Building.

                  (f) Notwithstanding Paragraph I 9(b) above or any other
provision of this Lease, in the event of the concurrent negligence of Tenant,
its agents, employees, sublessees, invitees, licensees or contractors, and that
of Landlord, its agents, employees or contractors, which concurrent negligence
results in injury or damage to persons or property and relates to the
construction, alteration, repair, addition to, subtraction from, improvement to
or maintenance of the Premises or the Building, Tenant's obligation to indemnify
Landlord as set forth in this Lease shall be limited to the extent of Tenant's
negligence and that of Tenant's agents, employees, sublessees, invitees,
licensees or contractors, including Tenant's proportional share of costs of
attorneys' fees and expenses incurred in connection with any action, claim or
proceeding brought with respect to any injury or damage.

         20.      Waiver of Subrogation Landlord and Tenant hereby waive any and
every claim which arises or may arise in its favor and against the other party
during the Lease Term or any extension or renewals thereof, for any and all
losses resulting from the peril of fire to any of its property located within or
upon, or constituting part of the Premises, which loss or damage is covered by
valid and collectible insurance policies, to the extent that such loss or damage
is recoverable under such policies. Said mutual waiver shall be an addition to,
and not in limitation or derogation of, any other waiver or release contained in
this Lease with respect to any loss or damage to property of the parties hereto.
Insomuch as said waivers will preclude the assignment of any aforesaid claim by
way of subrogation (or otherwise) to an insurance company (or any other person)
each party agrees, if not previously arranged with its insurance company,
immediately to give to each insurance company which has issued to it policies of
property insurance covering the peril of fire, written notice of the terms of
said mutual waivers, and to have such insurance policies properly endorsed, if
necessary to prevent the invalidation of said insurance coverage by reason of
said waivers.

                                      -16-

<PAGE>
         21.      Attorneys' Fees. In the event of any legal action or
proceeding brought by either party against the other arising out of this Lease
the prevailing party shall be entitled to recover reasonable attorneys' fees and
costs incurred in such action and such amount shall be included in any judgment
rendered in such proceeding, or, in the case of Landlord's incurring such fees
and costs to recover possession of the Premises, such amount may be deducted
from Tenant's Security Deposit, if any. In addition, the indemnities by Tenant
to Landlord specified in Paragraph 19(b), above, shall include reasonable
attorneys' fees and all costs incurred by Landlord arising out of those matters
covered by the indemnities.

         22.      Waiver. No waiver by Landlord of any provision of this Lease
or of any breach by Tenant hereunder shall be deemed to be a waiver of any other
provision hereof, or of any subsequent breach by Tenant of the same or any other
provision. Landlord's consent to or approval of any act by Tenant requiring
Landlord's consent or approval shall not be deemed to render unnecessary the
obtaining of Landlord's consent to or approval of any subsequent act of Tenant.
No act or thing done by Landlord or Landlord's agents during the term of this
Lease shall be deemed an acceptance of a surrender of the Premises, unless done
in writing signed by Landlord. The delivery of the keys to any employee or agent
of Landlord shall not operate as a termination of the Lease or a surrender of
the Premises. The acceptance of any rent by Landlord following a breach of this
Lease by Tenant shall not constitute a waiver by Landlord of such breach or any
other breach unless such waiver is expressly stated in a writing signed by
Landlord.

          23.     Notices. All notices which Landlord or Tenant may be required,
or may desire, to serve on the other may be served, by mailing the same by
registered or certified mail, postage prepaid, addressed as set forth in Item 13
of the Basic Lease Provisions, or addressed to such other address or addresses
as either Landlord or Tenant may from time to time designate to the other in
writing.

          24.     Insolvency or Bankruptcy. In no event shall this Lease be
assigned or assignable by operation of law and in no event shall this Lease be
an asset of Tenant in any receivership, bankruptcy, insolvency, or
reorganization proceeding. Nothing in this Lease (including without limitation
Paragraph 46.12 below) is intended to waive any rights or remedies available to
Landlord under applicable laws at the time of the bankruptcy or insolvency of
Tenant (or any of its successors or assigns), or in the event the interests of
Tenant (or any of its successors or assigns) are levied upon or sold under
execution or other legal process.

           25     Default; Remedies.

                  (a) Tenant covenants as a material part of the consideration
for this Lease to keep and perform each and all of said terms, covenants, and
conditions by Tenant to be kept and performed and that this Lease is made upon
the condition of such performance. The occurrence of any one or more of the
following events shall constitute a material default and breach of this Lease by
Tenant:

                           (i) Vacation or abandonment of the Premises

                           (ii) Failure by Tenant to make any payment required
of Tenant under this Lease as and when due

                           (iii) Failure by Tenant to observe or perform any of
the covenants, conditions or provisions of this Lease, other than the making of
any payment.

                           (iv) The making by Tenant (or any guarantor of
Tenant's obligations under this Lease) of any general assignment or general
arrangement for the benefit of creditors', the filing by or against Tenant (or
any guarantor of Tenant's obligations under this Lease) of a petition in
bankruptcy, including reorganization or arrangement, unless, in the case of a
petition filed against Tenant (or a guarantor), the same is dismissed within
sixty (60) days; the appointment of a

                                      -17-

<PAGE>
trustee or receiver to take possession of substantially all of 'enant's assets
located at the premises or of Tenant's interest in this Lease.

                  (b) With respect to a default occurring under subparagraph
(a)(ii) above, Tenant shall have five (5) days following receipt of written
notice from Landlord within which to cure any such default. With respect to a
default arising under subparagraph (a)(iii) above, Tenant shall have twenty (20)
days following receipt of written notice from Landlord within which to cure any
such default; provided, if the nature of the default is such that the same
cannot reasonably be cured within such twenty (20) day period, the cure period
shall be extended for so long as may be reasonably necessary to cure the default
(but for no more than an additional sixty (60) days) if (i) Tenant commences the
cure within the initial twenty (20) day period, and thereafter diligently
prosecutes the cure to completion in good faith; and (ii) Tenant furnishes
Landlord with such assurances and indemnities as Landlord may reasonably require
to insure completion thereof and fully and completely protect Landlord from any
loss or liability resulting from any such default or any delay by Tenant in
curing the default. The notice periods provided for above shall include, but not
be in addition to, any notice periods otherwise required by RCW 59.12, as now or
hereafter amended, or any legislation in substitution thereof.

                  (c) In the event of any such material default or breach not
cured within the applicable cure period, if any, Landlord may at any time,
without waiving or limiting any other right or remedy reenter and take
possession of the Premises, terminate this Lease and/or pursue any remedy
allowed by law. In the event of any entry or taking possession of the Premises
by Landlord, Landlord shall have the right but not the obligation to remove
therefrom all or any part of the personal property of Tenant located therein and
may place the same in storage in a public warehouse at the cost and risk of
Tenant. If Landlord elects to reenter the Premises and terminate this Lease,
Landlord may recover from Tenant as damages the following: (i) the worth at the
time of award of any unpaid rental which had been earned at the time of such
termination; plus (ii) the worth at the time of award of the amount by which the
unpaid rental which would have been earned after termination until the time of
award exceeds the amount of such rental loss Tenant proves could have been
reasonably avoided; plus (iii) the worth at the time of award of the amount by
which the unpaid rental for the balance of the term after the time of award
exceeds the amount of such rental loss that Tenant proves could be reasonably
avoided; plus (iv) any other amount necessary to compensate Landlord for all the
detriment approximately caused by Tenant's failure to perform its obligations
under this Lease, including but not limited to any costs or expenses incurred by
Landlord in (a) retaking possession of the Premises, including attorneys' fees
and costs, (b) maintaining or preserving the Premises after Tenant's default,
(c) preparing the Premises for reletting to a new tenant, including reasonable
repairs or alterations to the Premises for such reletting, (d) leasing
commissions and (e) any other costs necessary or appropriate to relet the
Premises; plus (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 the laws of
the State of Washington. As used in item (i) and (ii) above, "worth at the time
of award" is computed by allowing interest at the interest rates specified in
Paragraph 36 below. As used in item (iii) above, the "worth at the time of
award" is computed by using the discount rate of six percent (6%).

                  (d) Landlord shall not be in default unless Landlord fails to
perform its obligations within twenty (20) days after notice by Tenant
specifying wherein Landlord has failed to perform; provided that if the nature
of Landlord's obligation is such that more than twenty (20) days are required
for performance, Landlord shall not be in default if Landlord commences
performance within twenty (20) days of Tenant's notice and thereafter completes
Landlord's performance within a reasonable time. Tenant shall look solely to the
rents, issues and profits of Landlord from the Building for the satisfaction of
any judgment or decree against Landlord, whether for breach of the terms of this
Lease or created by statute or under common law. No other property or assets of
Landlord shall be subject to levy, execution or other enforcement procedures for
satisfaction of any judgment or decree in favor of Tenant.

                  (e) If Landlord retakes possession, Landlord shall have the
right to let any other available space in the Building before reletting or
attempting to relet the Premises and such action.

                                      -18-

<PAGE>
shall not relieve Tenant of any of its obligations hereunder All remedies
provided herein are cumulative and are in addition to those provided by law.

                  (f) Landlord may, but shall not be obligated to, cure, at any
time, without notice, any failure by Tenant to perform under this Lease and
whenever Landlord so elects, all costs and expenses incurred by Landlord in
curing such failure including, without limitation, reasonable attorneys' fees,
together with interest on the amount of costs and expenses so incurred at the
interest rate set forth in Paragraph 36 below, shall be paid by Tenant to
Landlord on demand, and shall be recoverable, as additional rent, by Landlord.

         26.      Hold Over. If Tenant holds over after the expiration or
earlier termination of the term hereof without the express written consent of
Landlord, at Landlord's option, Tenant shall be deemed to be leasing the
Premises pursuant to a tenancy at will, terminable at any time by either party,
at a rental rate equal to one and one-half (1'/2) times the rental rate in
effect upon the date of such expiration or earlier termination, prorated on a
daily basis according to the number of days contained in the month that such
expiration or earlier termination takes place, and otherwise upon the terms,
covenants and conditions herein specified, so far as applicable. Acceptance by
Landlord of rent after such expiration or earlier termination shall not
constitute a consent to a holdover hereunder or result in a renewal or extension
of the Lease term. The foregoing provisions of this Paragraph are in addition to
and do not affect Landlord's right of re-entry or any other rights of Landlord
hereunder or as otherwise provided by law.

          27.     Condition of Premises. Tenant acknowledges that neither
Landlord nor any agent of Landlord has made any representation or warranty with
respect to the Premises or the Building with respect to the suitability of any
part of the Building for the conduct of Tenant's business. The taking of
possession of the Premises by Tenant shall conclusively establish that the
Premises and the Building were at such time in good, and sanitary order,
condition and repair.

          28.     Quiet Possession Upon Tenant's paying the rent reserved
hereunder and observing and performing all of the covenants, conditions and
provisions on Tenant's part to be observed and performed hereunder, Tenant shall
have quiet possession of the Premises for the entire term hereof, subject to all
of the provisions of this Lease.

           29.    Damage to Tenant's Property. Landlord or its agents shall not
be liable for any damage to Tenant's property entrusted to employees of Landlord
or its agents, nor for loss of or damage to any property by theft or otherwise,
nor for any injury or damage to persons or property resulting from fire,
explosion, falling plaster, steam, gas, electricity, water or rain which may
leak from any part of the Building or from the pipes, appliances, or plumbing
works therein or from the roof, street or sub-surface or from any other place or
resulting from dampness or any other cause whatsoever in the Building, unless
such damage is caused by Landlord's negligence, willful misconduct or breach of
this Lease. Landlord or its agents shall not be liable for interference with the
light or other incorporeal hereditaments. Tenant shall give prompt notice to
Landlord in case of fire or accidents in the Premise or in the Building or of
defects therein or in the fixtures or equipment.

           30.    Conflict of Laws. This Lease shall be governed by and
construed pursuant to the laws of the State of Washington. The parties hereto
agree that any legal action or proceeding to interpret or enforce the terms of
this Lease shall be filed in the Superior Court of Washington for King County.

           31.    Common Facilities. Tenant shall have the non-exclusive right
in common with others, to the use of common entrances, lobbies, elevators,
ramps, drives, stairs, and similar access and serviceways and other common
facilities in and adjacent to the Building, subject to such rules anti
regulations ac may he adopted by the Landlord including but not limited to the
right to close from time to time all or any portion of said common facilities to
such extent as may be legally sufficient, in Landlord's sole opinion, to prevent
a dedication thereof or the accrual of rights to any person or to the public
therein. Landlord shall at all times have exclusive control and management

                                      -19-
<PAGE>
of the common areas and facilities and no diminution thereof shall be deemed a
constructive or actual eviction or entitle Tenant to compensation or a deduction
or abatement of rent. All common areas and facilities which Tenant is permitted
to use and occupy are used and occupied under a revocable license. Landlord, in
its sole discretion, may increase, decrease or change the number, location and
dimensions of any hallways, lobby areas, common areas, facilities and other
improvements in the Building which are not within the Premises. Landlord agrees
to advise Tenant at least thirty (30) days in advance of any proposed material
changes to the configuration of the Building lobby, or any material change in
the west entrance to the Building. Landlord reserves the right from time to time
to (i) install, use, maintain, repair, relocate and replace pipes, ducts,
conduits, wires and meters and equipment for service to the Premises or to other
parts of the Building in the areas above the suspended ceiling surfaces, below
the floor surfaces, within the walls and in the central core areas of the
Building within the Premises and elsewhere in the Building; (ii) alter or expand
the Building; and (iii) alter, relocate or substitute any common areas and
facilities, all in a manner which does not materially adversely affect access to
the Premises, or the visibility of the Premises from the main Building lobby.

         32.      Successors and Assigns. Except as otherwise provided in this
Lease, all of the covenants, conditions and provisions of this Lease shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and assigns.

         33.      Brokers. The parties recognize as the broker(s) who procured
this Lease the firm(s) specified in Item 11 of the Basic Lease Provisions, and
agree that Landlord shall be solely responsible for the payment of brokerage
commissions to said broker(s), and that Tenant shall have no responsibility
therefor unless written provision to the contrary has been made a part of this
Lease. If Tenant has dealt with any other person or real estate broker in
respect to leasing or renting space in the Building, Tenant shall be solely
responsible for the payment of any fee due said person or firm and Tenant shall
indemnify, hold Landlord free and harmless and defend Landlord against any claim
or liability in respect thereto.

         34.      Building Name. Tenant shall not, without the written consent
of Landlord, use the name of the Building for any purpose other than as the
address of the business to be conducted by Tenant in the Premises, and in no
event shall Tenant acquire any rights in or to such names. Landlord reserves the
right to change the name of the Building at any time.

         35.      Examination of Lease. Submission of this instrument for
examination or signature by Tenant does not constitute a reservation of or
option for Lease, and it is not effective as a Lease or otherwise until
execution by and delivery to both Landlord and Tenant.

         36.      Interest on Tenant's Obligations Any amount due from Tenant to
Landlord under this Lease which is not paid within five (5) days of the date
due, shall bear interest from the date such payment is due until paid (computed
on the basis of a 365-day-year) at the lesser of (a) the maximum lawful rate per
annum or (b) the prime business lending rate publicly quoted from time to time
by Seattle-First National Bank, Seattle main branch, plus five percentage points
(5%) per annum. If Seattle-First National Bank ceases to quote a prime rate or
similar rate, Landlord shall select the prime rate or similar rate quoted by
another national bank having an office in Seattle, Washington. The payment of
such interest shall not excuse or cure the default.

         37.      Time. Time is of the essence of this Lease and each and all of
its provisions.

         38.      Defined Terms and Marginal Headings. The words "Landlord" and
"Tenant" as used herein shall include the plural as well as the singular. If
more than one person is named as Tenant the obligations of such persons are
joint and several. The marginal headings and titles to the articles of this
Lease are not a part of this Lease and shall have no effect upon the
construction or interpretation of any part hereof.

                                      -20-

<PAGE>
         39.      Prior Agreements Separability. This Lease contains all of the
agreements of the parties hereto with respect to any matter covered or mentioned
in this Lease, and no prior agreement, understanding or representation
pertaining to any such matter shall be effective for any purpose. No provision
of this Lease may be. amended or added to except by ail agreement in writing
signed by the parties hereto or their respective successors in interest. If any
term or provision of this Lease, the deletion of which would not adversely
affect the receipt of any material benefit by either party hereunder, shall be
held invalid or unenforceable to any extent, the remainderof this Lease shall
not be affected thereby and each term and provision of this Lease shall be valid
and enforceable to the fullest extent permitted by law.

        40.       Traffic Management

                  (a) Landlord and Tenant agree to cooperate and use their best
efforts to participate in traffic management programs generally applicable to
businesses located in Bellevue, Washington and, shall encourage and support van
and car pooling by office workers and service employees and shall encourage and
support staggered and flexible working hours for employees to the fullest extent
permitted by their requirements of Tenant's business. Neither this Paragraph nor
any other provisions in this Lease, however, is intended to or shall create any
rights or benefits in any other person, firm, company, governmental entity or
the public.

                  (b) Tenant agrees to abide by the rules and regulations
governing use of the parking garage facilities.

         41.      Reserved

         42.      No Light, Air or View Easement. Any diminution or shutting off
of light, air or view by any structure which may be erected on lands adjacent to
the Building shall in no way affect this Lease or impose any liability on
Landlord.

          43.     Hazardous Substances. Tenant shall not, without Landlord's
prior written consent, keep any substances designated as, or containing
components now or hereafter designated as, hazardous, dangerous, toxic or
harmful and/or subject to regulation under any federal, state or local law,
regulation or ordinance ("Hazardous Substances") on or about the Premises or
Building. With respect to any Hazardous Substances stored with Landlord's
consent, Tenant shall: promptly, timely and completely comply with all
governmental requirements for reporting and record keeping; submit to Landlord
true and correct copies of all reports, manifests and identification numbers at
the same time as they are required to be and/or are submitted to the appropriate
governmental authorities; within five (5) days of Landlord's request, provide
evidence satisfactory to Landlord of Tenant's compliance with all applicable
governmental rules, regulations and requirements; and comply with all
governmental rules, regulations and requirements regarding the proper and lawful
use, sale, transportation, generation, treatment and disposal of Hazardous
Substances. Any and all costs incurred by Landlord and associated with
Landlord's inspections of the Premises and Landlord's monitoring of Tenant's
compliance with this Paragraph 43, including Landlord's attorneys' fees and
costs, shall be Additional Rent and shall be due and payable to Landlord within
ten (10) days of Landlord's demand. Tenant shall be fully and completely liable
to Landlord for any and all cleanup costs and expenses and any and all other
charges, expenses, fees, fines, penalties (both civil and criminal) and costs
imposed with respect to Tenant's use, disposal, transportation, generation
and/or sale of Hazardous Substances, in or about the Premises or Building.
Tenant shall indemnify, defend and hold Landlord and lenders to Landlord
("Lender") harmless from any and all of the costs, fees, penalties, charges and
expenses assessed against or imposed upon Landlord and Lender (as well as
Landlord's and Lender's attorneys' fees and costs) as a result of Tenant's use,
disposal, transportation, generation and/or sale of Hazardous Substances.

          44.     Lender Protection. In the event of any uncured default by
Landlord, tenant shall not exercise any remedies available to it under this
Lease, at law or in equity, unless Tenant has first notified Landlord's lender
(if Landlord or the Lender has give Tenant the Lender's name and address) of the
nature and extent of the default, and such lender has failed to cure the default
within

                                      -21-

<PAGE>
a thirty (30) day period following the date such lender receives written notice
of Landlord's nonperformance from Tenant. If the default is not susceptible to
cure with due diligence within such thirty (30) day period, Tenant shall not
exercise any of its remedies if the lender has commenced to cure the default
within such thirty (30) day period and pursues the cure to completion with due
diligence thereafter. If the default is one which is not susceptible to cure by
lender within said thirty (30) day period because the lender is not in
possession of the Building, such thirty (30) day period shall be extended to
include all time necessary for lender to obtain possession of the Building by
power of sale, judicial foreclosure or such other legal action required to
recover possession, provided that such avenues are pursued by lender with due
diligence.

          45.     Force Majeure. Landlord shall not be deemed in default under
this Lease nor liable for any damages arising from its failure to perform its
duties and obligations hereunder if such default or failure is due to causes
beyond Landlord's reasonable control, including but not limited to acts of God,
acts of civil or military authorities, fires, floods, windstorms, earthquakes,
strikes or labor disturbances, civil commotion, delays in transportation,
governmental delays or war.

          46.     Additional Terms and Conditions. The following provisions are
hereby added to this Lease. If any of the terms and conditions set forth below
conflict with any other terms or conditions of this Lease, the following terms
and conditions shall control

                  46.1 Parking. Throughout the term of this Lease, fourteen (14)
parking stalls in the Building garage will be allocated to Tenant. Tenant shall
be entitled to purchase up to eleven (11) parking permits for unreserved monthly
parking in the Building parking garage. In addition, three (3) parking stalls in
the Building garage shall be marked as reserved for the exclusive use of
Tenant's visitors. Such reserved parking stalls shall be in a location which is
mutually acceptable to Landlord and Tenant on level P 1 of the garage. For each
parking stall so allocated to Tenant, Tenant shall pay to Landlord (or to the
operator of the Building garage if so directed by Landlord) the monthly charge
for parking in the Building garage, as such charge may change from time to time.
Tenant acknowledges the current charge for monthly parking in the Building
garage is $95.00 per month, including Washington State sales tax. Landlord
reserves the right from time to time during the Lease Term to change the
location of Tenant's reserved parking stalls to another location in the garage
which is reasonably acceptable to Tenant. Tenant's visitors will be charged at
the standard hourly parking rates for the use of such reserved visitor stalls.
The parking privileges of tenant and its employees and visitors in the Building
parking garage shall be subject to whatever parking methods are then being used
in the Building parking garage (e.g., self parking, valet parking, stack
parking, etc.) and subject to any rules and regulations applicable to parking in
the Building garage.

                  46.2 Signage. At no cost to Tenant, Tenant shall be provided
with Building standard directory signage in the Building directory located in
the main lobby of the Building. Tenant shall also have the right to install
signs identifying Tenant on the west and east ends of the Building, in the same
location as the existing signs identifying Seafirst Bank as a tenant of the
Building, or in such other location or locations as Landlord may approve. Such
signs shall be subject to the prior approval of Landlord, and must comply with
all applicable governmental codes, statutes and regulations. The cost of
installing and maintaining such signs shall be paid for by Tenant. Tenant
acknowledges Landlord desires to have a lobby which reflects the first class
nature of the Building, and Tenant agrees to remove any signs or advertising
placed in the windows of the Premises which Landlord in its reasonable opinion
deems objectionable.

                  46.3 Renewal Option. So long as Tenant is not then in default
under this Lease, on the terms and conditions stated in this Paragraph 46.3,
Tenant shall have the option to extend the term of this Lease for one (1)
additional sixty (60) month period (the "Additional Term"). To exercise its
option to extend this Lease for the Additional Term, Tenant must deliver to
Landlord a written notice (an "Option Notice") exercising its renewal option at
least twelve (12) months (but not more than eighteen (18) months) prior to the
date the then Lease Term will expire, together with a then current financial
statement of Tenant. If such financial statement(s) show a material adverse
change in Tenant's financial condition since the date of this Lease, at
Landlord's option, Tenant's

                                      -22-

<PAGE>
exercise of its extension option shall be null and void. The extension option
granted to Tenant pursuant to this paragraph are personal to Tenant and may not
be exercised by or for the benefit of any assignee or sublessee of Tenant,
except for assignees or sublessees expressly permitted under Paragraphs 15(t)
and 15(g) of this Lease or an "Authority" (defined in Paragraph 46.12 below).
All of the terms and conditions of this Lease shall apply during the Additional
Term except (i) the base annual rent shall be the "fair market rent" (defined
below) for the Premises as agreed to by Landlord and Tenant or determined by
arbitration as set forth below; (ii) unless otherwise agreed by Landlord in
writing, there shall be no further renewal options after the commencement of'
the Additional Term; and (iii) Landlord shall have no tenant improvement
obligations with respect to the Premises except as otherwise agreed in writing
by Landlord. When the rental rate for the Additional Term is determined, whether
by agreement of the parties or pursuant to arbitration as provided below,
Landlord and Tenant shall enter into a lease extension agreement setting forth
the new base rent for the Premises and such other terms as may be applicable. If
at the time Tenant delivers the Option Notice to Landlord, or at any time
between such date and the commencement date of the Additional Term, Tenant
defaults under this Lease and fails to cure its default within the applicable
cure period, if any, Landlord may declare the Option Notice null and void by
written notice to Tenant. The term "fair market rent" means the rate per
rentable square foot that a willing, non-equity tenant would pay in an
arms-length transaction for comparable space in the Building and in comparable
buildings in the central business district of Bellevue, Washington, for leases
having a five (5) year term, taking into account the then condition of the
improvements in the Premises. Landlord and Tenant agree the base annual rent for
the Additional Term shall be determined as follows:

                           (i) Landlord shall advise Tenant in writing
("Landlord's Notice") of Landlord's determination of fair market rent not later
than thirty (30) days after receiving the Option Notice. Within thirty (30) days
after receiving Landlord's Notice, Tenant shall notify Landlord in writing
("Tenant's Notice") whether or not Tenant accepts Landlord's determination of
the fair market rent. If Tenant disagrees with Landlord's determination of fair
market rent, Tenant's Notice shall set forth Tenant's determination of fair
market rent. If Tenant fails to give Tenant's Notice to Landlord within such
thirty (30) day period, then the Option Notice shall be deemed null and void,
unless otherwise agreed in writing by Landlord and Tenant. If Tenant does not
accept Landlord's determination of fair market rent, and Tenant has given
Tenant's Notice, the parties (or their designated representatives) shall
promptly meet and attempt to agree on the fair market rent. If the parties have
not agreed on the fair market rent within ninety (90) days after Landlord
receives the Option Notice, and Tenant's renewal option is still in effect in
accordance with the terms of this paragraph, then unless otherwise agreed in
writing by the parties, the parties shall submit the matter to arbitration in
accordance with the terms of the following paragraphs. The last day of such
ninety (90) day period (as the same may be extended by the written agreement of
the parties) is referred to in this Lease as the "Arbitration Commencement
Date".

                           (ii) The arbitration will be conducted by three MAI
real estate appraisers who have been active over the five (5) year period ending
on the Arbitration Commencement Date in the appraisal of downtown properties in
Bellevue, Washington. One appraiser will be selected by Tenant, one appraiser
will be selected by Landlord, and the third appraiser will be selected by the
two appraisers so chosen. If the two appraisers chosen by the parties cannot
agree on a third appraiser within ten (10) days after the date the second
appraiser has been appointed, the third appraiser will be appointed by the
Seattle office of the American Arbitration Association upon the application of
either party. Each party shall select its appraiser within ten (10) days after
the Arbitration Commencement Date. If either party fails to select its appraiser
within such ten (10) day period, and the other party timely selects its
appraiser, then the appraiser selected by the other party shall be the sole
arbitrator for determining fair market rent.

                           (iii) Within thirty (30) days after the selection of
the third appraiser (or if only one appraiser is to render the decision as
provided in subparagraph (ii) above, within thirty (30) days after the last day
of the above-referenced ten (10) day period), the appraiser(s) shall determine
fair market. If more than one appraiser has been appointed, the decision of a
majority of the appraisers shall control. If a majority of the appraisers do not
agree within the stipulated time

                                      -23-

<PAGE>
period, then each appraiser shall in writing render his or her separate
determination as to fair market rent within five (5) days after the expiration
of the thirty (30) day period. In such case, the three determinations shall be
averaged to determine the fair market rent; however, if the lowest fair market
rent or the highest fair market rent is ten percent (10%) lower or higher, as
applicable, than the middle fair market rent, then the low fair market rent
and/or the high fair market rent, as applicable, shall be disregarded and the
remaining fair market rent(s) will be averaged in order to establish the fair
market rent.

                           (iv) Both parties may submit any information to the
arbitrators for their consideration, with copies to the other party. The
arbitrators shall have the right to consult experts and competent authorities
for factual information or evidence pertaining to the determination of fair
market rent. The arbitrators shall render their decision and award in writing
with counterpart copies to each party. The arbitrators shall have no power to
modify the provisions of this Lease. The determination of the arbitrators will
be final and binding upon Landlord and Tenant. The cost of the arbitration will
be paid by Landlord if the fair market rent determined by arbitration is ninety
percent (90%) or less than the fair market rent specified in Landlord's Notice;
by Tenant if the fair market rent determined by arbitration is one hundred ten
percent (110%) or more than the fair market rent specified in Tenant's Notice;
and otherwise shall be shared equally by Landlord and Tenant.

                  46.4 Right of First Offer. So long as Tenant is not in default
under this Lease, on the terms and conditions set forth in this Paragraph 46.4,
Tenant shall have a right of first offer to lease any contiguous space on the
first floor lobby level of the Building if and when it becomes available (the
"RFO Space"). RFO Space will not be considered available if the tenant occupying
the RFO Space agrees with Landlord to extend or renew its lease. Prior to
leasing RFO Space to any third party (other than a current tenant of the RFO
Space), Landlord will first advise Tenant in writing of the amount of available
RFO Space and the date the available RFO Space will be available for the
commencement of tenant improvement work. Tenant shall have seven (7) business
days after receiving such notice from Landlord to notify Landlord in writing
that Tenant desires to expand the Premises to include all of the available RFO
Space. If tenant does not timely notify Landlord of Tenant's desire to lease the
available RFO Space, Landlord shall be free to lease the available RFO Space to
any person or entity on whatever terms or conditions Landlord desires. If Tenant
timely notifies Landlord of Tenant's desire to lease all the offered RFO Space,
Landlord and Tenant (or their representatives) shall promptly commence good
faith negotiations regarding the terms and conditions on which this Lease shall
be amended to include the available RFO Space. If Landlord and Tenant have not
reached agreement in writing on the such terms and conditions within thirty (30)
days after the date Landlord receives Tenant's written notice exercising its
rights under this Paragraph 46.4, which agreement shall be evidenced only by the
execution of a written lease amendment setting forth such terms and conditions,
unless otherwise agreed in writing by Landlord and Tenant, Tenant's exercise of
its rights under this Paragraph 46.4 with respect to the offered RFO Space will
expire, and Tenant shall not be obligated to lease the RFO Space from Landlord,
and Landlord shall be free to lease the RFO Space (or any portion thereof) to
any person or entity it desires. Tenant's rights under this Section 28(c) shall
be null and void if Tenant has subleased any portion of the Premises or assigned
any of its rights under this Lease.

                  46.5 Access/Security Tenant shall have the right to install
its own cardkey security system allowing access to the Premises. Landlord's
property manager shall at all times be provided with a cardkey providing access
to the Premises.

                  46.6 ATM and Night Depository. Tenant shall have the right to
install and maintain an automatic teller machine and night depository box in the
same locations as the existing automatic teller machine and night depository box
maintained by Seafirst Bank for no added rent. The cost of operating and
maintaining such automatic teller machine and night depository shall be the sole
responsibility of Tenant. If Tenant elects to so install an automatic teller
machine and night depository shall be the sole responsibility of Tenant. If
Tenant elects to so install an automatic teller machine and night depository
box, Tenant shall be responsible for upgrading, at its expense, the lighting on
the exterior plaza of the Building so that such lighting complies with
applicable codes, statues and

                                      -24-

<PAGE>
regulations. The upgraded lighting will be of a finish quality consistent in
Landlord's opinion with the current lighting on the plaza and must be acceptable
to Landlord.

                  46.7 Use of Plaza. Tenant agrees not to allow armored cars or
other pick-lip or delivery vehicles to use the plaza area located adjacent to
the Premises for parking, deliveries or otherwise; provided, however, subject to
Landlord's right to close the plaza area as provided below, Landlord will permit
Tenant to have armored cars use the plaza area for deliveries or pick ups no
more than one (1) time per week. Tenant acknowledges that such vehicles may only
enter the Building via the Building loading dock, and the use of such loading
dock shall be subject to the rules and regulations from time to time imposed by
Landlord with respect to the use of the Building loading docks. Tenant
acknowledges that the rules and regulations for the Building loading docks
require that any motor vehicles making deliveries to the Premises which are able
to use the Building Garage shall use the Building garage and not the Building
loading docks so that use of the Building loading docks is at all times
available to vehicles which would not otherwise be able to use the Building
garage. Landlord reserves the right to close tile plaza area located adjacent to
the Premises to vehicular traffic and parking.

                  46.8 Seafirst. Tenant acknowledges that the Premises are
currently occupied by Seafirst Bank. This Lease shall be contingent on Landlord
and Seafirst Bank entering into a mutually acceptable agreement pursuant to
which Seafirst Bank's existing lease of the Premises is terminated. Landlord
shall have until March 31, 1998 to satisfy this contingency. Tenant shall have
the right to negotiate directly with Seafirst Bank with regards to the
possibility of acquiring from Seafirst Bank the existing bank vault, exterior
automatic teller machine, night depository box, and security cameras located
within the Premises. Landlord makes no representations or warranties to Tenant
as to the adequacy or condition of any such improvements, or as to whether or
not Seafirst Bank is willing to sell or otherwise transfer ownership of such
improvements to Tenant.

                  46.9 Operation of Tenant's Business. Tenant acknowledges
because of the visibility of the Premises and its location adjacent to the main
lobby of the Building, it is of material importance that Tenant shall keep the
Premises continually open for business at least seven hours per day, Monday
through Friday, except for Building holidays and days on which Tenant is
required or permitted to be closed under applicable law, and for causes (other
than financial) beyond the reasonable control of Tenant. Tenant may elect to
keep the Premises open for business for longer hours if Tenant so desires. If
Tenant fails to keep the Premises open for business as required by this
paragraph, or if Tenant fails to open the Premises for business by September 15,
1998, or to operate in such condition during the entire Lease Term thereafter,
and Tenant fails to open or re-open, as applicable, and continue to remain open
thereafter, within thirty (30) days after written notice from Landlord to
Tenant, then Landlord may elect to terminate this Lease by written notice given
to Tenant. If Landlord so terminates this Lease, Landlord shall be entitled to
receive from Tenant as liquidated damages and not a penalty, any and all unpaid
rent and other charges payable by Tenant pursuant to this Lease, plus an amount
equal to the sum of (i) the then unamortized balance of the tenant improvement
costs and real estate commissions incurred by Landlord in connection with this
Lease (which shall be amortized at an interest rate of ten percent (10%) per
annum over the initial five (5) year Lease Term), plus (ii) an amount equal to
the Base Rent and Additional Rent payable by Tenant over the six (6) month
period following the termination.

                  46.10 Year 2000 Compliance. Landlord has implemented a program
to address the "year 2000 problem" (i.e., the risk that computer applications
may not be able to properly perform date-sensitive functions after December 31,
1999), and Landlord expects to resolve on a timely basis any material year 2000
problem affecting Landlord or the operations of the Building. Landlord has made
or is in the process of making inquiry of each supplier and vendor to the
Building that is of material importance to the operation of the Building with
respect to the year 2000 problem.

                  46.11 Commercial or Retail Banking Use. So long as Tenant is
not in default under this Lease, and the primary business then being operated by
Tenant in the Premises is

                                      -25-

<PAGE>
commercial and retail banking, Landlord agrees that during the initial five (S)
year Lease Term, it will not lease any space on the first floor of the Building
to any person or entity (other than Tenant) for commercial or retail banking.

                  46.12 FDIC Requirements Notwithstanding any other provisions
contained in this Lease, in the event (a) Tenant or its successors or assigns
shall become insolvent or bankrupt, or if it or their interests under this Lease
shall be levied upon or sold under execution or other legal process, or (b) the
depository institution then operating on the Premises is closed or is taken over
by any depository institution governmental supervisory authority (an
"Authority"), Landlord may, in either such event, terminate this Lease only with
the concurrence of the receiver or liquidator appointed by such Authority;
provided, in the event this Lease is terminated by the receiver or liquidator,
the maximum claim of Landlord for rent, damages or indemnity for injury
resulting from the termination, rejection or abandonment of the unexpired Lease
Term by law in no event shall be in an amount equal to all accrued and unpaid
rent through the date of termination.

         THIS LEASE is executed by the undersigned as of the day and year set
forth on Page of this Lease.

LANDLORD:

THE  TRUSTEES  UNDER  THE WILL AND OF THE  ESTATE OF JAMES
CAMPBELL,  DECEASED,  acting in their fiduciary and not in
their individual capacities


By  /s/ Roy S. Robins
  ----------------------------------------------
  Roy S. Robins, Director of Mainland Properties

By /s/ Douglas C. Morris
  ----------------------------------------------
  Douglas C. Morris, Senior Asset Manager

TENANT:

PACIFICA JOINT VENTURE, a joint venture formed under the
laws of the state of Washington for the purpose of
organizing Pacifica Bank

By /s/ Jeffrey C. Low
  ----------------------------------------------
  Jeffrey C. Low, General Partner



                                      -26-


<PAGE>
                      CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT


STATE OF CALIFORNIA        )
County of San Francisco    )

On this 8th day of April 1998, before me, Angela L. Cleland, Notary Public,
personally appeared Douglas C. Morris and Roy Robins, personally known to me to
be the person(s) whose name is subscribed to the within instrument and
acknowledged to me that they executed the same in their authorized capacities,
and that by their signatures on the instrument the persons or the entity upon
behalf of which the persons acted, executed the instrument.

                                        WITNESS my hand
and official seal.







                                        Angela L. Cleland
                                        Notary Public in and for the State of
                                        California, residing in San Francisco

                        DESCRIPTION OF ATTACHED DOCUMENT

Title and Type:            Offic Lease by and between C.R. Churchill, W.H.
                           McVay, P.R. Cassiday, and ClD. Pratt, Jr., the duly
                           appointed and acting trustees under the Will and of
                           the Estate of James Campbell, Deceased, and Pacifica
                           Venture as Tenant.

Date:                      March 31, 1998

Signer(s) Other than Named Above: None




<PAGE>
STATE OF CALIFORNIA                 )
                                    ) ss
COUNTY OF                           )

         On this______day of_____________,1998, before me, a Notary Public in
and for the State of California, duly commissioned and sworn, personally
appeared ROY S. ROBINS and DOUGLAS C. MORRIS, known to me to be the Director of
Mainland Properties and a Senior Asset Manager, respectively, of THE TRUSTEES
UNDER THE WILL AND OF THE ESTATE OF JAMES CAMPBELL, DECEASED, the parties named
in and which executed the foregoing instrument; and they executed the foregoing
document, and acknowledged to me that they signed the same as their free and
voluntary act and deed of said trustees for the uses and purposes therein
mentioned.

          I certify that I know or have satisfactory evidence of the persons
 appearing before me and making this acknowledgment are the persons whose true
 signatures appear on this document.

                   WITNESS my hand and official seal the day and year in this
certificate above written.

                                     ------------------------------------
                                     Signature

                                     ------------------------------------
                                     Print Name
                                     NOTARY PUBLIC in and for the State of
                                     California, residing at              .
                                     My commission expires          .



STATE OF WASHINGTON        )
                                    ) ss.
COUNTY OF  King            )

         On this 19th day of March ,1998, before me, a Notary Public in and for
the State of Washington, duly commissioned sworn, personally appeared Jeffrey C.
Low, to me known to be a General Partner of PACIFICA JOINT VENTURE, the joint
venture named in and which executed the foregoing instrument; and he
acknowledged to me that he signed the same as the free and voluntary act and
deed of said joint venture for the uses and purposes therein mentioned.

         I certify that I know or have satisfactory evidence that the person
appearing before me and making this acknowledgment is the person whose true
signature appears on this document.

         WITNESS my hand and official seal the day and year in this certificate
above written.


                                        /s/ Renee Long
                                        ------------------------------------

                                        Renee Long
                                        ------------------------------------
                                        Print Name

                                        NOTARY PUBLIC in and for the State of
                                        Washington, residing at Kent. My
                                        commission expires 1-10-00.




                                      -27-


<PAGE>


                                    EXHIBIT A
                                    ---------

                                   FLOOR PLAN


                                  SECOND FLOOR
                                  SKYLINE TOWER
                              BELLEVUE, WASHINGTON

<PAGE>
                                    EXHIBIT B
                                    ---------

                       LEGAL DESCRIPTION OF REAL PROPERTY


PARCEL A: THAT PORTION OF THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE QUARTER
OF THE NORTHEAST QUARTER OF SECTION 32, TOWNSHIP 25 NORTH, RANGE 5 EAST, W.M.,
IN KING COUNTY, WASHINGTON, WHICH LIES SOUTH OF THE NORTH 99 FEET OF SAID SOUTH
HALF; EXCEPT THE SOUTH 16 1 /2 FEET THEREOF; AND EXCEPT THE WEST 30 FEET THEREOF
CONVEYED TO KING COUNTY FOR ROAD BY DEED RECORDED UNDER RECORDING NO. 913744;
EXCEPT THE NORTH 13 1/2 FEET OF THE SOUTH 30 FEET, THE EAST 30 FEET, AND PORTION
IN THE SOUTHWEST CORNER AS CONVEYED TO THE CITY OF BELLEVUE BY DEEDS RECORDED
UNDER RECORDING NOS. 5739839, 5739841 AND 5814685; AND EXCEPT THAT PORTION
THEREOF LYING WITHIN THE SOUTH 100.00 FEET OF THE NORTH 199.00 FEET OF THE WEST
230.00 FEET OF THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER
OF THE NORTHEAST QUARTER OF SAID SECTION;

ALSO EXCEPTING A PORTION OF THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE
NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 32, TOWNSHIP 25 NORTH,
RANGE 5 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:

COMMENCING AT THE INTERSECTION OF THE NORTH MARGIN OF NORTHEAST 4TH STREET AND
THE EAST MARGIN OF 108TH AVENUE NORTHEAST; THENCE ALONG SAID NORTH MARGIN THE
FOLLOWING COURSES AND DISTANCES: SOUTH 88(degree)03'09" EAST 27.28 FEET,
SOUTHEASTERLY ALONG A 186.83 FOOT RADIUS CURVE TO THE RIGHT 75.28 FEET WITH A
CENTRAL ANGLE OF 23(degree)05'12" SOUTHEASTERLY ALONG A 126.83 FOOT RADIUS CURVE
TO THE LEFT 18.61 FEET WITH A CENTRAL ANGLE OF 08(degree)24'41" TO A POINT ON A
NON-TANGENT CURVE AND THE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE LEAVING
SAID NORTH MARGIN EASTERLY ALONG A 2563.49 FOOT RADIUS CURVE TO THE RIGHT 57.25
FEET WITH A CENTRAL ANGLE OF 01(degree)16'47" THE LONG CHORD OF WHICH BEARS
SOUTH 87(degree)24'49" EAST 57.25 FEET; THENCE SOUTH 88(degree)03'09" EAST 59.78
FEET; THENCE SOUTH 00(degree)10'48" WEST 3.50 FEET TO SAID NORTH MARGIN; THENCE
SOUTH 88(degree)03'13" WEST 85.00 FEET ALONG SAID NORTH MARGIN; THENCE
NORTHWESTERLY ALONG A 126.83 FOOT RADIUS CURVE TO THE RIGHT 32.48 FEET WITH A
CENTRAL ANGLE OF 14(degree)40'30" ALONG SAID NORTH MARGIN TO THE POINT OF
BEGINNING AND CONTAINING 378 SQUARE FEET, MORE OR LESS;

ALSO EXCEPTING A PORTION OF THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE
NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 32, TOWNSHIP 25 NORTH,
RANGE 5 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE NORTH MARGIN OF NORTHEAST 4TH STREET AND
THE EAST MARGIN OF 108TI-I AVENUE NORTHEAST; THENCE NORTH 00(degree)08'48" EAST
178.63 FEET ALONG SAID EAST MARGIN TO THE NORTH LINE OF THE OWNER'S PROPERTY;
THENCE SOUTH 88(degree)02'28" EAST 4.50 FEET ALONG SAID NORTH MARGIN; THENCE
SOUTH 00(degree)08'48" WEST 167.70 FEET; THENCE SOUTHEASTERLY ALONG A 29.50 FOOT
RADIUS CURVE TO THE LEFT 11.27 FEET WITH A CENTRAL ANGLE OF 21(degree)52'56" TO
SAID NORTH MARGIN;

                                       -1-
<PAGE>
THENCE NORTH 88(degree)03'09" WEST 6.63 FEET ALONG SAID NORTH MARGIN TO THE
POINT OF BEGINNING AND CONTAINING 811 SQUARE FEET MORE OR LESS AS CONDEMNED BY
CITY OF BELLEVUE ORDINANCE NO. 3765; AND

ALSO EXCEPTING THE NORTH 4.00 FEET OF THE SOUTH 34.00 FEET OF THE WEST 364.00
FEET OF THE EAST 394.00 FEET OF THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE
NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 32, TOWNSHIP 25 NORTH,
RANGE 5 EAST, W.M.., 1N KING COUNTY, WASHINGTON DEEDED TO THE CITY OF BELLEVUE
FOR ROAD PURPOSES UNDER RECORDING NO. 8409050447.

PARCEL B:

THE WEST 230 FEET OF THE SOUTH 100 FEET OF THE NORTH 199 FEET OF THE SOUTH HALF
OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF
SECTION 32, TOWNSHIP 25 NORTH, RANGE 5 EAST, W.M.., IN KING COUNTY, WASHINGTON;
EXCEPT THE WEST 30 FEET THEREOF CONVEYED TO KING COUNTY FOR ROAD BY DEED
RECORDED UNDER RECORDING NO. 913744.

SITUATE IN THE CITY OF BELLEVUE, COUNTY OF KING, STATE OF WASHINGTON.























                                       -2-

<PAGE>
                                    EXHIBIT C
                                    ---------

                          TENANT IMPROVEMENT WORKLETTER

                  This Workletter is attached to and a part of that certain
Lease (the "Lease") between THE TRUSTEES UNDER THE WILL AND OF THE ESTATE OF
 .LAMES CAMPBELL, DECEASED ("Landlord"), and PACIFICA JOINT VENTURE, a joint
venture formed under the laws of the State of Washington for the purpose of
organizing Pacifica Bank ("Tenant"). The purpose of this Workletter is to set
forth how the Tenant Improvements (defined below) to the Premises are to be
constructed and designed, who will be responsible for constructing the Tenant
Improvements, who will pay for the Tenant Improvements and the time schedule for
completion of the Tenant Improvements. Landlord and Tenant hereby agree as
follows:

          1.      Defined Terms. Unless otherwise defined in this Workletter,
capitalized terms used in this Workletter shall have the same meanings given
such terms in the Lease. The following capitalized terms shall have the meanings
set forth below:

                  "Allowance" means the amount of $87,312.50.

                  "Architect" means Weber Thompson Architects.

                  "Business Day" means any day other than a Saturday, Sunday or
other day on which United States national banks in Seattle, Washington are
authorized or required by law to be closed for business.

                  "Contractor" means the contractor selected for purposes of
completing the Tenant Improvements pursuant to Paragraph 2 of this Workletter.

                  "Cost of the Work" means all costs of completing the Work,
including the Contractor's fees, design fees, Landlord's coordination fees (not
in excess of five percent (5%) of the balance of the Cost of the Work),
architect's fees, demolition costs, permit fees and any applicable taxes.

                  "Plans and Specifications" means the space plan, detailed
plans and specifications (including without limitation all mechanical,
electrical and plumbing drawings) and working drawings pursuant to which the
Tenant Improvements will be completed. The Plans and Specifications shall be
compatible with the design, construction and equipment of the Building, and
shall show all partition locations, plumbing locations, air conditioning system
and duct work, special air conditioning requirements, reflected ceiling plans,
office equipment locations, and special security systems, if any.

                  "Ready for Occupancy" or "Substantial Completion" means
complete to the extent Tenant may reasonably use and occupy the Premises for the
purpose for which the same were intended, as evidenced by the issuance of a
Standard AIA Certificate of Substantial Completion executed by the Architect and
issuance of a certificate of occupancy (or other governmental approval
permitting the occupancy of the Premises by Tenant) by the City of Bellevue,
subject to minor details of construction, decoration and mechanical adjustments
that remain to be completed by Landlord, which do not materially interfere with
Tenant's use of the Premises.

                  "Tenant Improvements" means those certain improvements to the
Premises to be described in the Plans and Specifications, as the same may be
modified pursuant to Paragraph 7 of this Workletter, including all items of
Work, including labor and materials, that are utilized directly or indirectly in
altering, repairing, improving, adding to, modifying or otherwise changing the
Premises to accommodate Tenant's occupancy.

                  "Tenant's Representative" means the individual designated by
Tenant as its tenant improvement representative pursuant to Paragraph 10 of this
Workletter.

                                       -1-

<PAGE>
                  "Work" means construction of the Tenant Improvements in
accordance with the Plans and Specifications, as the same may be modified
pursuant to Paragraph 7 of this Workletter.

        2.        Preparation of Plans and Specifications

                  (a) Tenant shall cause the Plans and Specifications to be
prepared by Architect, in coordination with Landlord's architect, Burgess
Design, and submitted to Landlord or on before the Plan Submittal Date set forth
in Paragraph 6 below. Tenant shall provide Landlord with at least two (2)
complete sets of the Plans and Specifications. Landlord shall have ten (10)
Business Days after receiving the Plans and Specifications to approve the Plans
and Specifications or provide Tenant with its comments. If Landlord fails to
approve the Plans and Specifications or provide Tenant with its comments within
such ten (10) Business Day period, Landlord shall be deemed to have approved the
Plans and Specifications. Tenant shall then have five (5) Business Days after
receiving Landlord's comments to revise and resubmit the Plans and
Specifications to Landlord. Landlord shall have five (5) Business Days after
receiving the revised Plans and Specifications to either approve or disapprove
the revised Plans and Specifications. The process outlined in the preceding two
sentences shall be repeated until Landlord and Tenant have mutually agreed on
the Plans and Specifications. The final approved Plans and Specifications must
be in compliance with applicable building codes and with insurance regulations
for fire resistant Class A buildings. Tenant agrees and understands that
Landlord's review and approval of the Plans and Specifications pursuant to this
Workletter is solely to protect the interest of Landlord, and Landlord shall not
be the guarantor of nor responsible for the correctness of the Plans and
Specifications, or responsible for the compliance of the Plans and
Specifications with applicable laws.

                  (b) Tenant shall cause the Plans and Specifications to be
prepared in a form satisfactory for submittal to the appropriate governmental
authorities for permits and licenses required for construction of the Tenant
Improvements. Landlord shall provide Tenant and/or Architect with such
information regarding the Building (including plans for the Building) as Tenant
and/or Architect may reasonably request. Upon completion of the Work, Tenant
shall cause Architect to provide Landlord with the final Plans and
Specifications on a "CAD" disc.

          3       Construction of Tenant Improvements

                  (a) Landlord shall cause the Tenant Improvements to be
constructed in accordance with the Plans and Specifications approved by both
parties in accordance with Paragraph 2 above by a contractor (the "contractor")
selected by Tenant and approved by Landlord.

                  (b) Landlord will pay for the Cost of the Work until the full
amount of the Allowance has been disbursed by Landlord. Thereafter, Tenant shall
pay for all remaining Costs of the Work, within fifteen (15) days after written
notice from Landlord of the amount due from Tenant. At the option of Landlord,
amounts payable by Tenant pursuant to this paragraph shall be paid directly to
Contractor or such other party as Landlord may designate in writing. Landlord's
request for the final payment due hereunder from Tenant shall be accompanied by
a lien waiver or release executed by Contractor.

          4.      Acceptance of Premises Landlord will notify Tenant when the
Tenant Improvements are Ready for Occupancy. Within three (3) Business Days
after receiving such notice, and prior to move-in of any furniture, fixtures or
equipment, and again not more than twenty (20) days after Tenant occupies the
Premises, Tenant shall inspect the Premises for any deficiencies in the Work. A
"punchlist" of all the deficiencies in the Work shall be prepared and agreed
upon by both Landlord and Tenant. Landlord will correct defective items stated
in the punchlist which are the responsibility of Landlord or the Contractor. If
Tenant does not so provide Landlord with a punchlist prior to occupying the
Premises or within twenty (20) days thereafter, Tenant shall be deemed to have
accepted the Premises and the Tenant Improvements in their then present
condition, except for latent defects not reasonably discoverable upon an
inspection of the Premises. The existence of minor punchlist items shall not
postpone the Commencement Date of the Lease or result in a delay or abatement of
Tenants obligation to pay rent or give rise to a damage claim against Landlord.
Landlord agrees to complete all punchlist items which are Landlord's or the

                                       -2-

<PAGE>
Contractor's responsibility within forty five (45) days after receiving the
final punchlist (or longer if reasonably necessary).

          5.      Completion and Rental Commencement Date.

                  (a) Notwithstanding the Target Commencement Date of the Lease,
Tenant's obligation for the payment of rent under the Lease shall not commence
until tile Premises are Ready for Occupancy; provided, if Landlord is delayed in
substantially completing the Work as a result of delays caused by Tenant, then
Tenant's obligation to pay rent under the Lease shall commence on the date the
Tenant Improvements would have been Ready for Occupancy except for the delays
caused by Tenant as reasonably determined by Landlord and the Contractor.

                  (b) For purposes of this Workletter, the phrase "delays caused
by Tenant" means any delay that Landlord may encounter in performance of the
Work as a result of (i) delays resulting from changes in or additions to the
approved Plans and Specifications or the Tenant Improvements which are requested
by Tenant; (ii) delays by Tenant in the submission of information (including the
Plans and Specifications) required of Tenant pursuant to this Workletter, or the
giving of authorizations or approvals within any time limits set forth in this
Workletter; (iii) delays due to the postponement of any of the Work at the
request of Tenant; or (iv) delays otherwise attributable to the acts or
omissions of tenant or its employees, agents or contractors.

         6.       Schedule. Tenant and Landlord hereby agree to make reasonable
efforts to meet all of the deadlines included in the schedule detailed below:

                                                                 Date
                                                                 ----

          Plan Submittal Date                              April 15, 1998
          Acceptance of Space/Preparation
            of Initial Punchlist                           July 15, 1998
          Target Occupancy Date                            August 1, 1998

          7.      Changes in Work. Tenant shall have the right to request, in
writing, changes to the Plans and Specifications and to the Work, subject to
Landlord's prior approval, which approval will not be unreasonably withheld.
Landlord shall notify Tenant in writing of any additional costs and any
construction delays attributable to such change and whether or not Landlord
approves or disapproves of the requested change. Landlord may condition its
approval of any change on receipt of written confirmation from Tenant within
three (3) Business Days after receiving Landlord's notice, that Tenant will pay
the additional cost of making the change and any costs Landlord will incur as a
result of any delays (to the extent such costs will cause the Cost of the Work
to exceed the amount of the Allowance or the Cost of the Work already exceeds
the amount of the Allowance). If Tenant fails to deliver Landlord written notice
that it still desires the requested change within such three (3) Business Day
period, Tenant shall be deemed to have withdrawn its request for the change.
Each change order shall include a recap of the total costs of the Work and shall
reference all changes made up to the date of such change order. Tenant shall be
responsible for paying any additional costs in the Work resulting from any
changes in the Work requested by Tenant (to the extent such costs will cause the
Cost of the Work to exceed the amount of the Allowance or the Cost of the Work
already exceeds the amount of the Allowance). Notwithstanding any of the
foregoing, Landlord shall pay for the cost of any changes to the Work requested
by Landlord after the Plans and Specifications have been approved by the
parties, except for changes (a) requested by governmental authorities, and (b)
changes requested because Landlord reasonably believes the Work does not conform
to the approved Plans and Specifications.

          8.      Quality of Construction. All work shall be done by Contractor
on behalf of Landlord in a good and workmanlike manner. Architect shall obtain
all necessary permits, licenses and approvals including building permits, form
such governmental authorities for such construction. Tenant's Representative
shall have access to the construction in progress and shall be notified of all
construction progress meetings with Landlord, Contractor and/or the Architect.

          9.      Early Entry. With Landlord's prior written approval, Tenant
and Tenant's contractor's shall have the privilege of entering the Premises
prior to their being Ready for

                                       -3-

<PAGE>
Occupancy for purposes of cable, telephone and furniture installation; provided
that such entry or work does not interfere with the construction of the Tenant
Improvements by Contractor. No payment of minimum rent or additional rent shall
be required of Tenant for the aforesaid entry or entries by Tenant or its
contractors prior to the Substantial Completion of the Tenant Improvements.
Tenant hereby indemnifies and shall hold harmless Landlord, its officers,
directors, agents, employees and contractors from and against all claims,
damages, losses, expenses for bodily injury or property damage, including
attorneys' fees, arising out of or resulting from Tenant's early entry into the
Premises prior to their being Ready for Occupancy pursuant to this Paragraph 9,
including any expenses incurred by Landlord for delays in the completion of the
Work caused by such early entry, and for any damages to the Work caused by
Tenant or Tenant's contractors prior to the Premises being Ready for Occupancy.

          10.     Tenant Improvement Representative Prior to the commencement of
the Work, Tenant shall designate in writing one individual who shall be Tenant's
Representative during the Work. Landlord and Contractor shall be entitled to
rely on the decisions of Tenant's Representative regarding the Work (and the
decisions of Tenant's Representative shall be binding upon Tenant) until
Landlord and Contractor have received written notice from Tenant that such
person's authority has been revoked.

           11.    Additional Provisions This Workletter and the exhibits
attached hereto set forth the entire agreement of Landlord and Tenant with
respect to the completion of the Work. Neither this Workletter nor any of the
provisions contained in this Workletter may be changed or waived, except by a
written instrument signed by both parties. Any costs or expenses which Tenant is
required to pay under this Workletter (such as additional construction costs due
to changes in the Work) shall be due and payable in full upon Substantial
Completion of the Work, and the presentation to Tenant of a written statement
setting forth the amounts due from Tenant.







                                       -4-

<PAGE>

                                    EXHIBIT D
                                    ---------

                              RULES AND REGULATIONS

         1. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors and halls shall not be obstructed or used for any purpose
other than ingress and egress. The halls, passages, entrances, elevators,
stairways, balconies and roof arc not for tile use of the general public, and
the Landlord shall in all cases retain the right to control and prevent access
thereto of all persons whose presence, in the judgment of the Landlord, shall be
prejudicial to the safety, character, reputation and interests of the Building
and its tenants, provided that nothing herein contained shall be construed to
prevent such access to persons with whom the Tenant normally deals only for the
purpose of conducting its business on tile Premises (such as clients, customers,
office suppliers and equipment vendors, and the like) unless such persons are
engaged in illegal activities. No Tenant and no employees of any Tenant shall go
upon the roof of the Building without the written consent of the Landlord.

         2. No awnings or other projections shall be attached to the outside
walls of the Building. 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
other than Landlord standard window covering. All electric ceiling fixtures hung
in offices or spaces along the perimeter of the Building must be fluorescent, of
a quality, type, design and bulb color approved by Landlord. Neither the
interior nor the exterior of any windows shall be coated or otherwise
sunscreened without written consent of Landlord.

         3. No sign, advertisement, notice or handbill shall be exhibited,
distributed, painted or affixed by any Tenant on, about or from any part of the
Premises or the Building if deemed objectionable by Landlord as provided in
Paragraph 46.2 of the Lease. If the Landlord shall have given such consent at
the time, whether before or after the execution of this Lease, such consent
shall in no way operate as a waiver or release of any of the provisions hereof
or of this Lease, and shall be deemed to relate only to tile particular sign,
advertisement or notice so consented to by tile Landlord and shall not be
construed as dispensing with the necessity of obtaining the specific written
consent of the Landlord with respect to each and every such sign, advertisement
or notice other than the particular sign, advertisement or notice, as the case
may be, so consented to by tile Landlord. In the event of the violation of the
foregoing by any Tenant, Landlord may remove or stop same without any liability,
and may charge the expense incurred in such removal or stopping to the Tenant.
The directory tablet will be provided exclusively for the display of the name
and location of the Tenants only and Landlord reserves the right to exclude any
other names therefrom. Nothing may be placed on the exterior of corridor walls
or corridor doors other than Landlord's standard signage.

         4. Tenant shall exercise reasonable care and caution that all water
faucets or water apparatus are entirely shut off before Tenant or Tenant's
employees leave the Building, and that all electricity, gas or air shall
likewise be carefully shut off; so as to prevent waste or damage. Tenant shall
cooperate with Landlord in obtaining maximum effectiveness of the cooling system
by closing blinds when the sun's rays fall directly on the windows of the
Premises. Tenant shall not tamper with or change the sweating of any thermostats
or temperature control valves.

         5. The toilet rooms, water and wash closets and other plumbing fixtures
shall not be used for any purpose other than those for which they were
constructed, and no sweepings, rubbish, rags, or other substances shall be
thrown therein. All damages resulting from any misuse of the fixtures shall be
borne by the Tenant who, or whose subtenants, assignees or any of their
servants, employees, agents, visitors or licensees shall have caused the same.

         6. No Tenant shall mark, paint, drill into, or in any way deface any
part of the Premises or the Building. No boring, cutting or stringing of wires
or laying of linoleum or other similar floor coverings shall be permitted,
except with the prior written consent of the Landlord (which Landlord shall not
unreasonably withhold) and as the Landlord may direct.


                                       -1-


<PAGE>
and cleanliness of the Building, the preservation of good order thereon, and the
relief of any financial or other burden on the Landlord occasioned by the
presence of such vendors or the sale by them of personal goods or services to
the Tenant or its employees. If necessary for tile accomplishment of these
purposes, Landlord may exclude a particular vendor entirely or limit the number
of vendors who may be present at any one time in the Building.

          27. Landlord will not be responsible for lost or stolen property,
 equipment, money or jewelry from Tenant's area or public rooms regardless of
 whether such loss occurs when such area or public rooms are locked against
 entry, unless due to the gross negligence or willful acts or omissions of
 Landlord.

          28. The Building is a "no smoking building". Smoking or carrying
 lighted cigars, cigarettes or pipes is prohibited in the Building and the
 common areas outside the Building, except for a designated smoking area located
 outside the Building.







                                       -4-


<PAGE>
                            THIRD AMENDMENT TO LEASE





         This Agreement is made as of May 28, 1999, between UNIVERSITY STREET
PROPERTIES IV, LLC, as successor in the interest to THE TRUSTEES UNDER THE WILL
AND OF THE ESTATE OF JAMES CAMPBELL, DECEASED ("Landlord"), and PACIFICA JOINT
VENTURE, State of Washington joint venture ("Tenant").

                                    RECITALS:

         A. Pursuant to a Lease dated as of March 31, 1998 (the "Lease"),
Landlord is leasing to Tenant certain premises located in that certain office
building (the "Building"), currently known as Skyline Tower, situated at 10900
N.E. 4th Street in Bellevue, King County, Washington. The Premises are more
particularly described in the Lease.

         B. Tenant has requested that Landlord allow it to connect its critical
electrical loads to the emergency power source for the Building. As an
accommodation to Tenant, Landlord has agreed to allow such connection. The
purpose of this Agreement is to set forth the terms and conditions upon which
Tenant may so connect its critical electrical loads to the emergency power
source of the Building.

                                   AGREEMENT:

         In consideration of the mutual covenants contained in this Agreement
and the mutual covenants contained in the Lease, Landlord and Tenant agree as
follows:

         1. Emergency Power Source. Tenant may connect its critical electrical
loads ("Tenant's System") to the emergency power system for the Building
("Building System"), subject to the satisfaction of the following conditions:
(a) Tenant, at its expense, will obtain any and all governmental permits
necessary to accomplish such connection; (b) Tenant, at its expense, will
provide Landlord with plans and specifications for the work necessary to
accomplish the connection, prepared by an electrical engineer, which plans and
specifications must be reasonably acceptable to Landlord; (c) Tenant, at its
expense, will repair any damage to the Building System caused by the initial
connection of Tenant's System to the Building System or thereafter resulting
from such connection; (d) prior to connecting Tenant's System to the Building
System, Tenant will provide Landlord, at Tenant's expense, with confirmation
from an electrical engineer reasonably acceptable to Landlord that the capacity
of the Building System is sufficient to service the needs of the Building and
also Tenant's System; and (e) Tenant's System shall draw no more than fifty (50)
amperes of power from the Building System.

         2. Tenant's Indemnification. Tenant hereby agrees to defend, indemnify
and hold Landlord harmless for any damages, claims, liabilities, costs and
expenses which Landlord may incur as a result of any damage to or the failure of
the Building System caused by the initial connection of Tenant's System to the
Building System or thereafter resulting from any such connection, except and to
the extent any such damage or failure is attributable to the gross negligence or
intentional misconduct of Landlord or Landlord's agents or employees.

                                       -1-

<PAGE>

         3. Termination. Landlord may at any time terminate Tenant's right under
this Agreement to connect Tenant's System to the Building System if Landlord in
good faith believes (i) the Building System will be damaged or impaired by such
connection; (ii) the Building System's capacity is not adequate to service both
Tenant's System and the needs of the Building; or (iii) the connection results
or will result in any increased insurance premiums or other costs and expenses,
such as additional maintenance or repair costs. If Landlord elects to terminate
Tenant's right pursuant to subpart (iii) of the preceding sentence, Tenant may
prevent the termination by notifying Landlord in writing, within ten (10) days
after receiving Landlord's termination notice and Landlord's best estimate of
the amount of the additional premiums or other costs and expenses, that Tenant
will pay any such excess cost within twenty (20) days after receiving an invoice
or other reasonable evidence of such costs.

         4. Landlord's Liability. Tenant acknowledges and understands neither
Landlord nor any of its agents has made any representations or warranties to
Tenant regarding the Building System, its capacity or its compatibility with
Tenant's System. Landlord shall not be liable for any loss, injury or damage to
Tenant or Tenant's System caused by or resulting from any variation,
interruption or failure of the Building System for any cause whatsoever.

         5. Full Force and Effect. Except as specifically modified or amended
pursuant to this Agreement, all of the terms and conditions of the Lease shall
remain unchanged and in full force and effect, and are hereby ratified by
Landlord and Tenant. This Agreement is made entirely for the benefit of Landlord
and Tenant and their successors and assigns, and is not intended to create any
rights in favor of any third parties, including without limitation any other
tenants of the Building.

         DATED as of the day and year first written above,

LANDLORD:                                          TENANT
UNIVERSITY STREET PROPERTIES IV, LLC               PACIFICA JOINT VENTURE

By       UNICO PROPERTIES. INC.                    By       /s/
         Its Managing Agent                        Its Executive Vice President

By       /s/
         Its Senior Vice President



                                       -2-


<PAGE>


STATE OF   WA     )
                           )ss.
COUNTY OF King    )


         I certify that I know or have satisfactory evidence that Don Wise
signed this instrument, on oath stated that (he/she) was authorized to execute
the instrument and acknowledged it in (his/her) capacity as.Senior Vice of
UNIVERSITY PROPERTIES IV, LLC, to be the free and voluntary act of such party
for the uses and purposes mentioned in the instrument.

Dated this        4th           day of  June     , 1999.

                                        /s/ Scott M. Coombs

                                        (Signature)

                                        Scott M. Coombs

                                        (Print Name)

                                        Notary Public, in and for the State
                                        Of  WA   , residing at Bellevue
                                        My Commission Expires 4-4-02

STATE OF WASHINGTON        )
                                            )ss.
COUNTY OF         K I NG            )

         I certify that I know or have satisfactory evidence that Lawrence J.
Fagan signed this instrument, on oath stated that (he/she) was authorized to
execute the instrument and acknowledged it in (his/her) capacity as.Executive VP
of Pacifica Bank to be the free and voluntary act of such party for the uses and
purposes mentioned in the instrument.

Dated this        1st               day of  June     , 1999.

                                        /s/ Paul F. Farris

                                        (Signature)

                                        Paul F. Farris

                                        (Print Name)
                                         Notary Public, in and for the State
                                        Of  Washington   , residing at Kirkland
                                        My Commission Expires May 12, 2000



<PAGE>

                            SECOND AMENDMENT TO LEASE

         This Agreement is made as of June 12, 1998, between PACIFICA JOINT
VENTURE, a joint venture formed under the laws of the State of Washington for
the purpose of organizing Pacifica Bank ("Tenant"), and THE TRUSTEES UNDER THE
WILL AND OF THE ESTATE OF JAMES CAMPBELL, DECEASED, acting in their fiduciary
and not in their individual capacities ("Landlord").

                                    RECITALS:

         A. Pursuant to a Lease dated March 31, 1998, between Tenant and
Landlord, as amended pursuant to a First Amendment to Lease dated as of May 1,
1998 (the "Lease"), Tenant is leasing certain premises (the "Premises") in the
building presently known as Skyline Tower located at 10900 N.E. 4' Street in
Bellevue, King County, Washington (the "Building"). The Premises and the
Building are more particularly described in the Lease. Capitalized terms used in
this Agreement and not otherwise defined shall have the meanings given to such
terms in the Lease.

         B. The Lease provides that Landlord is responsible for making the
Tenant Improvements to the Premises and entering into the construction contract
with the Contractor. Landlord and Tenant have decided that Tenant should assume
the responsibility for the completion of the Tenant Improvements and enter into
the construction contract with the Contractor, and Landlord and Tenant have
agreed to amend the Lease accordingly.

                                   AGREEMENT:

         In consideration of the mutual covenants contained in this Agreement,
and the mutual covenants contained in the Lease, Landlord and Tenant agree as
follows:

1.       Lease Commencement. Paragraph 1 of the Lease is amended to read as
follows:

                  1. Term: Commencement Date. The Lease Term shall be as shown
         in Item 7 of the Basic Lease Provisions and shall commence on the
         earlier of (a) the date the improvements to the Premises are "Ready for
         Occupancy" pursuant to it attached (the "Workletter"), or (b) September
         1, 1998. The date the Lease Term commences, as described in the
         preceding sentence, is referred to in this Lease as the "Commencement
         Date"; provided, if the Commencement Date is a day other than the first
         day of a calendar month, unless otherwise agreed in writing by Landlord
         and Tenant, the Lease Term shall not commence until the first day of
         the first calendar month starting after the Commencement Date, however
         all of the other terms and conditions of this Lease (including those
         regarding payment of rent) shall be applicable on the Commencement
         Date. Landlord will confirm the Commencement Date in writing to Tenant
         promptly after the commencement of the Lease Term.

                                       -1-


<PAGE>


2.       Workletter. The Workletter attached to the Lease is replaced by Exhibit
attached to this Agreement.

3.       Miscellaneous. Except as specifically modified or amended pursuant to
this Agreement, all of the terms and conditions of the Lease remain unchanged
and in full force and effect. If any of the terms or conditions of the Lease
conflict with any of the terms or conditions of this Agreement, this Agreement
shall control.

         DATED as of the day and year first written above.

LANDLORD:

THE  TRUSTEES  UNDER  THE  WILL  AND  OF  THE
ESTATE OF JAMES  CAMPBELL,  DECEASED,  acting
in   their   fiduciary   and  not  in   their
individual capacities

By       /s/ Roy S. Robins
         ------------------------------------
         Roy S. Robins, Director of Mainland Properties

By       /s/ Douglas C. Morris
         ------------------------------------
         Douglas C. Morris, Asset Manager


TENANT:

PACIFICA JOINT VENTURE, a joint venture formed under the laws of the State of
Washington for the purpose of organizing Pacifica Bank


By       Lawrence J. Fagan as attorney-in-fact for Jeffrey C. Low
         ------------------------------------
         Jeffrey C. Low, General Partner



<PAGE>


STATE OF WASHINGTON)
                                    )ss.
COUNTY OF KING             )


         On this 12th' day of June, 1998, before me, a Notary Public in and for
the State of Washington, duly commissioned and sworn, personally appeared
Lawrence J. Fagan, to me known to be the attorney-in-fact for Jeffrey C. Low,
General Partner of PACIFICA JOINT VENTURE, the joint venture named in and which
executed the foregoing instrument; and he acted as attorney-in-fact for Jeffery
C. Low and not in his individual capacity, and he acknowledged to me that he
signed the same as the free and voluntary act and deed of said joint venture for
the uses and purposes therein mentioned.

         I certify that I know or have satisfactory evidence that the person
appearing before me and making this acknowledgment is the person whose true
signature appears on this document.

         WITNESS my hand and official seal the day and year in this certificate
above written.

                                        /s/ Paul F. Farris
                                        ------------------------------------
                                        Signature



                                        ------------------------------------
                                        Print Name

                                        NOTARY PUBLIC in and for the State of
                                        Washington, residing at Yelm My
                                        commission expires May 12, 2005














                                       -4-


<PAGE>
                                    EXHIBIT C

                          TENANT IMPROVEMENT WORKLETTER

This Workletter is attached to and a part of that certain Lease (the "Lease")
between THE TRUSTEES UNDER THE WILL AND OF THE ESTATE JAMES CAMPBELL, DECEASED
("Landlord"), and PACIFICA JOINT VENTURE, a joint venture formed under the laws
of the State of Washington for the purpose of organizing Pacifica Bank
("Tenant"). The purpose of this Workletter is to set forth how the Tenant
Improvements (defined below) to the Premises are be constructed and designed.
who will be responsible for constructing the Tenant Improvements, who will pay
for the Tenant Improvements and the time schedule for completion of the Tenant
Improvements. Landlord and Tenant hereby agree as follows:

         1.       Defined Terms. Unless otherwise defined in this Workletter,
capitalized terms used in this Workletter shall have the same meanings given
such terms in the Lease. The following capitalized terms shall have the meanings
set forth below:

                  "Allowance " means the amount of $87,312.50.

                  "Architect" means Weber Thompson Architects.

                  "Business Day" means any day other than a Saturday, Sunday or
other day on which United States national banks in Seattle, Washington are
authorized or required by law to be closed for business.

                  "Contractor" means the contractor selected for purposes of
completing the Tenant Improvements pursuant to Paragraph 2 of this Workletter.

                  "Cost of the Work" means all costs of completing the Work,
including the Contractor's fees, design fees. Landlord's coordination fees (not
in excess of five percent (5%) of the balance of the Cost of the Work),
architect's fees, demolition costs, permit fees and any applicable taxes.

                  "Landlord's Representative" means Jeff Iseman or such other
individual designated by Landlord as its tenant improvement representative
pursuant to Paragraph 7 of this Workletter.

                  "Plans and Specifications" means the space plan, detailed
plans and specifications (including without limitation all mechanical,
electrical and plumbing drawings) to which the Tenant Improvements will be
completed. The Plans and Specifications shall be compatible with the design,
construction and equipment of the Building, and shall show all partition
locations, plumbing locations, air conditioning system and duct work,






                                       -5-


<PAGE>

special air conditioning requirements, reflected ceiling plans, office equipment
locations, and special security systems, if any.

                  "Ready for Occupancy" or "Substantial Completion" means
complete to the extent Tenant may reasonably use and occupy the Premises for the
purpose for which the same were intended, as evidenced by the issuance of a
Standard AIA Certificate of Substantial Completion executed by the Architect and
issuance of a certificate of occupancy (or other governmental approval
permitting the occupancy of the Premises by Tenant) by the City of Bellevue,
subject to minor details of construction, decoration and mechanical adjustments
that remain to be completed by Tenant, which do not materially interfere with
Tenant's use of the Premises.

                  "Tenant Improvements" means those certain improvements to the
Premises to be described in the Plans and Specifications, as the same may be
modified pursuant to Paragraph 4 of this Workletter, including all items of
Work, including labor and materials, that are utilized directly or indirectly in
altering, repairing, improving, adding to, modifying or otherwise changing the
Premises to accommodate Tenant's occupancy.

                  "Work" means construction of the Tenant Improvements in
accordance with the Plans and Specifications, as the same may be modified
pursuant to Paragraph 4 of this Workletter.

         2.       Preparation of Plans and Specifications.

         (a) Tenant shall cause the Plans and Specifications to be prepared by
Architect, in coordination with Landlord's architect, Burgess Design, and
submitted to Landlord or on before the Plan Submittal Date set forth in
Paragraph 6 below. Tenant shall provide Landlord with at least two (2) complete
sets of the Plans and Specifications. Landlord shall have ten (10) Business Days
after receiving the Plans and Specifications to approve the Plans and
Specifications or provide Tenant with its comments. If Landlord fails to approve
the Plans and Specifications or provide Tenant with its comments within such ten
(10) Business Day period, Landlord shall be deemed to have approved the Plans
and Specifications. Tenant shall then have five (5) Business Days after
receiving Landlord's comments to revise and resubmit the Plans and
Specifications to Landlord. Landlord shall have five (5) Business Days after
receiving the revised Plans and Specifications to either approve or disapprove
the revised Plans and Specifications. The process outlined in the preceding two
sentences shall be repeated until Landlord and Tenant have mutually agreed on
the Plans and Specifications. The final approved Plans and Specifications must
be in compliance with applicable building codes and with insurance regulations
for fire resistant Class A buildings. Tenant agrees and understands that
Landlord's review and approval of the Plans and Specifications pursuant to this
Workletter is solely to protect the interest of Landlord, and Landlord shall not
be the guarantor of nor responsible for the correctness of the Plans and
Specifications, or responsible for the compliance of the Plans and
Specifications with applicable laws.

         (b) Tenant shall cause the Plans and Specifications to be prepared in a
form satisfactory for submittal to the appropriate governmental authorities for
permits and licenses



                                       -6-

<PAGE>

required for construction of the Tenant Improvements. Landlord shall provide
Tenant and/or Architect with such information regarding the Building (including
plans for the Building) as Tenant and/or Architect may reasonably request. Upon
completion of the Work, Tenant shall cause Architect to provide Landlord with
the final Plans and Specifications on a "CAD" disc.

          3.       Construction of Tenant Improvements.

         (a) Tenant shall cause the Tenant Improvements to be
 constructed in accordance with the Plans and Specifications approved by both
 parties in accordance with Paragraph 2 above by Construction Associates, Inc.
 (the "Contractor") or such other contractor as may be selected by Tenant and
 approved by Landlord. The construction contract between Tenant and Contractor
 shall be subject to the approval of Landlord, which approval will not be
 unreasonably withheld or delayed. The construction contract must require the
 Contractor and its subcontractors to comply with the construction procedures of
 the Building designated by Landlord from time to time during the progress of
 the Work. The construction contract shall require that the Contractor obtain a
 performance and payment bond in the face amount of the construction contract
 from a bonding company acceptable to Landlord. Any such bond shall include a
 dual obligee rider in favor of Landlord and in a form acceptable to Landlord.

         (b) Landlord will pay for the Cost of the Work until the full amount of
the Allowance has been disbursed by Landlord. Thereafter, Tenant shall pay for
all remaining Costs of the Work. Tenant shall indemnify, defend and hold
Landlord harmless from and against any and all liens, losses, damages, claims or
expenses (including reasonable attorneys' fees, incurred with or without
litigation or on appeal), arising out of or in any way related to the Work,
except to the extent any such liens, losses, claims or expenses result from the
negligence or intentional misconduct of Landlord or its agents or employees, or
from Landlord's wrongful failure to pay the Allowance. Tenant agrees that if
Contractor or any subcontractor or other person or entity performing work or
supplying materials or equipment in connection with the Work files a lien
against the Building or the Premises (and such filing is not a result of
Landlord's wrongful failure to pay the Allowance), at Landlord's request, Tenant
shall purchase and record a bond in the type required under RCW 60.04.161 in
order to release the Building, the Premises and the real property on which the
Building is located from the lien. When the Work is completed, Tenant shall
deliver to Landlord a full and complete unconditional lien release from
Contractor and any subcontractors designated by Landlord.

          4.      Changes in Work. Tenant shall have the right to request, in
writing, changes to the Plans and Specifications and to the Work, subject to
Landlord's prior approval, which approval will not be unreasonably withheld.
Tenant shall be responsible for paying any additional costs in the Work
resulting from any changes in the Work requested by Tenant (to the extent such
costs will cause the Cost of the Work to exceed the amount of the Allowance or
the Cost of the Work already exceeds the amount of the Allowance).
Notwithstanding any of the foregoing, Landlord shall pay for the cost of any
changes to the Work requested by Landlord after the Plans and Specifications
have been approved by the parties, except for changes (a) requested by
governmental authorities,

                                       -7-

and (b) changes requested because Landlord reasonably believes the Work does not
conform to the approved Plans and Specifications.

        5.        Quality of Construction. All Work shall be done by Contractor
on behalf of Tenant in a good and workmanlike manner. Architect shall obtain all
necessary permits, licenses and approvals including building permits, from such
governmental authorities for such construction. Landlord's Representative shall
have access to the construction in progress and shall be notified of all
construction progress meetings with Tenant, Contractor and/or the Architect.

        6.        Landlord's Representative. Prior to the commencement of the
Work, Tenant shall designate in writing one individual who shall be Landlord's
Representative during the Work. Tenant and Contractor shall be entitled to rely
on the decisions of Landlord's Representative regarding the Work until Tenant
and Contractor have received written notice from Tenant that such person's
authority has been revoked and a new representative appointed.

        7.        Additional Provisions. This Workletter sets forth the entire
agreement of Landlord and Tenant with respect to the completion of the Work.
Neither this Workletter nor any of the provisions contained in this Workletter
may be changed or waived, except by a written instrument signed by both parries.























                                       -8-


<PAGE>


                      CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT


STATE OF CALIFORNIA        )
County of San Francisco    )

On this 22nd day of June 1998, before me, Angela L. Cleland, Notary Public,
personally appeared Douglas C. Morris and Roy S. Robins, personally known to me
to be the persons whose names are subscribed to the within instrument and
acknowledged to me that they executed the same in their authorized capacities,
and that by their signatures on the instrument the persons or the entity upon
behalf of which the persons acted, executed the instrument.

                                        WITNESS my hand
and official seal.







                                        Angela L. Cleland
                                        Notary Public in and for the State of
                                        California, residing in San Francisco

DESCRIPTION OF ATTACHED DOCUMENT

Title and Type:            Second Amendment to Lease between The Trustees Under
                           the Will and of the Estate of James Campbell,
                           Deceased, as Landlord, and Pacifica Joint Venture, as
                           Tenant.

Date:                      June 12, 1998

Signer(s) Other than Named Above: None



<PAGE>
                            FIRST AMENDMENT TO LEASE

         This Agreement is made as of May 1, 1998, between PACIFICA JOINT
VENTURE, a joint venture formed under the laws of the State of Washington for
the purpose of organizing Pacifica Bank ("Tenant"), and THE TRUSTEES UNDER THE
WILL AND OF THE ESTATE OF JAMES CAMPBELL, DECEASED, acting in their fiduciary
and not in their individual capacities ("Landlord").

                                    RECITALS:

         A. Pursuant to a Lease dated March 31, 1998, between Tenant and
Landlord (the "Lease"), Tenant is leasing certain premises (the "Existing
Premises") in the building presently known as Skyline Tower located at 10900
N.E. 4" Street in Bellevue, King County, Washington (the "Building"). The
Existing Premises and the Building are more particularly described in the Lease.

         B. Tenant desires to expand the Existing Premises to include certain
space with an agreed area of 2,404 rentable square feet (the "Additional Space")
located on the first floor lobby level of the Building, commonly referred to as
Suite 210 ("Suite 210"), and certain space with an agreed area of 117 rentable
square feet (the "Adjacent Space") located adjacent to the Existing Premises.
The Additional Space is marked with crosshatching on the floor plan of the
Building attached to this Agreement as Exhibit . Capitalized terms used in this
Agreement and not otherwise defined shall have the meanings given to such terms
in the Lease.

                                   AGREEMENT:

         In consideration of the mutual covenants contained in this Agreement,
and the mutual covenants contained in the Lease, Landlord and Tenant agree as
follows:

         1. Expansion of the Premises. Effective as of the date this Agreement
is executed by Tenant, the Lease is amended so that all references in the Lease
to the "Premises" shall mean the Existing Premises and the Additional Space,
having an agreed area of 9,506 rentable square feet.

         2. Amendments to Basic Lease Provisions. The following Basic Lease
Provisions shall be amended as follows:

            1.  Description of Premises: The Premises contain an agreed area of
                9,506 rentable square feet.

            3.  Tenant's Share of Operating Expenses and Real Property Taxes:
                2.44%.


                                       -1-


<PAGE>


            5.  Annual Base Rent:

                  (a)      From the "Commencement Date" (defined below) through
                           the last day of the twenty fourth (24th) full
                           calendar month of the Lease Term - $237,650.00.

                  (b)      From the first day of the twenty fifth (25th) full
                           calendar month of the Lease Term through and
                           including the last day of the thirty sixth (36th)
                           full calendar month of the Lease Term - $247,156.00.

                  (c)      From the first day of the thirty seventh (37') full
                           calendar month of the Lease Term through and
                           including the last day of the sixtieth (60th) full
                           calendar month of the Lease Term - $256,662.00.

            6.  Monthly Installments of Base Rent:

                  (a)      From the "Commencement Date" (defined below) through
                           the last day of the twenty fourth (24th) full
                           calendar month of the Lease Term - $19,804.17.

                  (b)      From the first day of the twenty fifth (25th) full
                           calendar month of the Lease Term through and
                           including the last day of the thirty sixth (36th)
                           full calendar month of the Lease Term - $20.596.33.

                  (c)      From the first day of the thirty seventh (37th) full
                           calendar month of the Lease Term through and
                           including the last day of the sixtieth (60') full
                           calendar month of the Lease Term - $21.388.50.

         3. Condition of Additional Space. Tenant is familiar with the condition
of the Additional Space and agrees it will accept possesion of and take
occupancy of the Additional Space in its present condition, AS-IS.
Notwithstanding any other provision of the Lease, Landlord will allow Tenant to
take possesion of the Additional Space when this Agreement has been executed by
Tenant and delivered to Landlord. Tenant shall commence paying on Suite 210 on
the earlier of (a) August 15, 1998, or (b) the date Tenant is required to
commence paying rent on the Existing Premises pursuant to the terms of the
Lease. Tenant shall be required to commence paying rent on the Adjacent Space
when it is obligated to commence paying rent on the Existing Premises. If Tenant
is required to commence paying rent on Suite 210 prior to the date it is
required to commence paying rent on the Existing Premises, the monthly rent
payable with respect to Suite 210 will be in the amount of $5,008.33

         4. Termination Fee. The sum payable by Tenant pursuant to Section 15(g)
of the Lease in the event Tenant is unable to obtain a charter for Pacifica Bank
shall be increased by the costs incurred in locating its existing newspaper room
from the Adjacent Space to another location in the Building. Landlord estimates
such relocation costs will be approximately $10,000.

                                       -2-


<PAGE>


         5. Miscellaneous Except as specifically modified or amended pursuant to
this Agreement, all of the terms and conditions of the Lease remain unchanged
and in full force and effect. If any of the terms or conditions of the Lease
conflict with any of the terms or conditions of this Agreement, this Agreement
shall control.

         DATED as of the day and year first written above.

LANDLORD:

THE  TRUSTEES  UNDER THE WILL AND OF THE  ESTATE OF
JAMES   CAMPBELL,   DECEASED,   acting   in   their
fiduciary and not in their individual capacities

By       /s/ Roy S. Robins
         ------------------------------------
         Roy S. Robins, Director of Mainland Properties

By       /s/ Douglas C. Morris
         ------------------------------------
         Douglas C. Morris, Senior Asset Manager


TENANT:

PACIFICA JOINT VENTURE, a joint venture formed under the laws of the State of
Washington for the purpose of organizing Pacifica Bank


By       /s/ Jeffrey C. Low
         ------------------------------------
         Jeffrey C. Low, General Partner




                                       -3-


<PAGE>


                      CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT


STATE OF CALIFORNIA        )
County of San Francisco    )

On this 8thy of May, 1998, before me, Angela L. Cleland, Notary Public,
personally appeared Douglas C. Morris and Roy S. Robins, personally known to me
to be the person(s) whose names are subscribed to the within instrument and
acknowledged to me that they executed the same in their authorized capacities,
and that by their signatures on the instrument the persons or the entity upon
behalf of which the persons acted, executed the instrument.

                                        WITNESS my hand
and official seal.







                                        Angela L. Cleland
                                        Notary Public in and for the State of
                                        California, residing in San Francisco

DESCRIPTION OF ATTACHED DOCUMENT

Title and Type:            First Amendment to Lease by and between C.R.
                           Churchill, W.H. McVay, P.R. Cassiday, and C.D. Pratt,
                           Jr. the duly appointed and acting trustees under the
                           Will and of the Estate of James Campbell, Deceased,
                           and Pacifica Joint Venture, as Tenant.

Date:                      May 1, 1998

Signer(s) Other than Named Above: None










<PAGE>


STATE OF WASHINGTON        )
                                            ) ss.
COUNTY OF  King                     )


         On this 1st day of May ,1998, before me, a Notary Public in and for the
State of Washington, duly commissioned sworn, personally appeared Jeffrey C.
Low, to me known to be a General Partner of PACIFICA JOINT VENTURE, the joint
venture named in and which executed the foregoing instrument; and he
acknowledged to me that he signed the same as the free and voluntary act and
deed of said joint venture for the uses and purposes therein mentioned.

         I certify that I know or have satisfactory evidence that the person
appearing before me and making this acknowledgment is the person whose true
signature appears on this document.

         WITNESS my hand and official seal the day and year in this certificate
above written.



                                        /s/ Charlain Thomas
                                        ------------------------------------


                                        ------------------------------------
                                        Print Name

                                         NOTARY PUBLIC in and for the State of
                                         Washington, residing at Tukwila. My
                                         commission expires 3-25-2000.



<PAGE>


                                    EXHIBIT A

                                  SECOND FLOOR
                                  SKYLINE TOWER
                              BELLEVUE, WASHINGTON

                              (DRAWING OF PREMISES)


<PAGE>



                  MONTH-TO-MONTH STORAGE SPACE RENTAL AGREEMENT
                                  SKYLINE TOWER

UNIVERSITY STREET PROPERTIES IV, LLC, hereinafter called "Landlord", hereby
leases to Pacifica Bank, hereinafter called Tenant, and Tenant hereby leases
from Landlord on a month-to-month basis, commencing on the 1st day of October,
1999, that certain space known and designated as Storage Number P-5-5,
approximately 70 square feet in Skyline Tower, being situated at 10900 Northeast
Fourth Street, Bellevue, Washington, for the rental of Seventy Dollars ($70.00)
per calendar month, payable in advance on the first day of each month.
Accordingly, annual rate per square foot is $12.00. Said premises are to be used
for storage and no other purposes; and Tenant will, at its own expense, repair
any damage caused by Tenant or Tenant's employees during the term of occupancy.
During the term of occupancy, and a minimum of each October 1st, the monthly
rental shall be reviewed and adjusted, at the discretion of Landlord, by
providing a minimum of thirty (30) days prior written notice to Tenant.

The Landlord shall provide such utilities as are appropriate to the intended use
of the premises but shall not be liable for damages or otherwise should these
services be interrupted by fire, accident, strike, riot, or other causes beyond
Landlord's control or from the making of necessary repairs or improvements by
Landlord or Landlord's agents.

The Tenant may terminate this Agreement at the end of any month, in the manner
prescribed by law, upon serving Landlord a written notice thirty (30) days or
more preceding the end of the month of its intention to do so, and Landlord may
terminate this Agreement by serving upon Tenant in the manner prescribed by law,
more than twenty (20) days prior to the end of any month, a notice requiring
Tenant to vacate the premises at the expiration of such month. Should the rented
premises be damaged or the use impaired by fire or the elements and the damage
not be repaired or the full use thereof restored within ninety (90) days, either
party may cancel this Agreement upon three (3) days notice. The rules and
regulations as outlined on the reverse of this Agreement are hereby agreed to by
both parties.

Should the Tenant vacate the premises without properly terminating this
Agreement, Landlord may rent the premises to another or others for such rent and
upon such terms as it may see fit and, if the full rental herein above reserved
shall not be realized, Tenant shall be the deficiency.

IN WITNESS WHEREOF, OF, the parties h have caused this month-to-month Rental
Agreement to be duly executed this 1st day October , 1999.

UNIVERSITY STREET PROPERTIES IV, LLC               Pacifica Bank
as Landlord                                                          as Tenant
BY:      UNICO PROPERTIES, INC.                    BY:      /s/
         ------------------------------------      -----------------------------

         ITS:     Managing Agent                       ITS:  SVP/CFO

BY:      /s/ Scott Coombs
         ------------------------------------

ITS:     General Manager


<PAGE>
                            FOURTH AMENDMENT TO LEASE

         THIS FOURTH AMENDMENT TO LEASE (this "Amendment") is made as of May 24,
2000 between UNIVERSITY STREET PROPERTIES IV, LLC, a Delaware limited liability
company ("Landlord") and PACIFICA JOINT VENTURE, a joint venture formed under
the laws of the State of Washington for the purpose of organizing Pacifica Bank
("Tenant").

                                    RECITALS

         A. Pursuant to a Lease dated March 31, 1998 between Tenant and The
Trustees under the Will and of the Estate of James Campbell; Deceased (the
"Original Landlord"), as amended by a First Amendment to Lease dated as of May
1, 1998, a Second Amendment to Lease dated as of Tune 12, 1998, and a Third
Amendment to Lease dated as of May 28, 1999, (as amended, the "Lease"), Tenant
is leasing certain premises (the "Current Premises") in the building presently
known as Skyline Tower located at 10900 N.E. 4`h Street in Bellevue, King
County, Washington (the "Building"). The Current Premises and the Building are
more particularly described in the Lease. Landlord is the current owner of the
Building and the holder of all of the rights of the Original Landlord under the
Lease. Capitalized terms used in this Amendment and not otherwise defined will
have the meanings given to such terms in the Lease.

         B. Tenant desires to expand the Current Premises to include certain
space with an agreed area of 1,296 rentable square feet (the "Additional Space")
located on the ground floor of the Building and commonly referred to as Suite
100A_ The Additional Space is marked with crosshatching on the floor plan of the
Building attached to this Amendment as Exhibit A Landlord and Tenant have agreed
to amend the Lease accordingly.

                                    AGREEMENT

         In consideration of the mutual covenants contained in this Amendment
and the mutual covenants contained in the Lease, Landlord and Tenant agree as
follows:

         1. Expansion of the Premises. Effective as of the Expansion
Commencement Date (as defined in paragraph 2 of this Amendment), the Lease is
amended so that all references in the Lease to the "Premises" will mean the
Current Premises and the Additional Space, having an agreed area of 10,802
rentable square feet.

         2. Expansion Commencement Date. The "Expansion Commencement Date" will
be the earlier of (a) the date the Tenant Improvements (as defined in paragraph
4 of this Amendment) are substantially complete to the extent that Tenant may
reasonably use and occupy the Additional Space for the purpose for which the
Additional Space is intended or (b) May 26, 2000. As of the date this Amendment
has been executed by both Landlord and Tenant, Tenant may enter the Additional
Space for the sole purpose of causing the Tenant Improvements to be constructed.
Upon such entry, all of Tenant's covenants arid obligations under the Lease
(except those regarding payment of rent) will be applicable to the Additional
Space.

         3. Amendments to Basic Lease Provisions. Effective as of the Expansion
Commencement Date, the following Basic Lease Provisions will be amended as
follows:

                  1.   Description of Premises: The Premises contain an agreed
                       area of 10,802 rentable square feet.

                  2.   Tenant's Share of Operating Expenses and Real Property
                       Taxes: 2.77%.

                  5.   Annual Base Rent:

                       (a) From the "Expansion Commencement Date" through August
                           31, 2000 - $270,050.00.

                       (b) From September 1, 2000 through August 31, 2001 -
                           $280,852.00.

                       (c) From September 1, 2001 through August 31, 2043 -
                           $291,654.00.

                  6.   Monthly Installments of Base Rent:

                       (a) From the "Expansion Commencement Date" through August
                           31, 2000 - $22,504.17.

                       (b) From September 1, 2000 through August 31, 2001 -
                           $23,404.33.

                       (c) From September 1, 2001 through August 31, 2003 -
                           $24,304.50.

         4.       Construction of Tenant Improvements.

                  (a) Tenant shall cause those improvements necessary for its
use of the Additional Space (the "Tenant Improvements") to be constructed by TO
Construction (the "Contractor") in accordance with plans and specifications
approved by Landlord, which approval will not be unreasonably withheld or
delayed. The construction contract between Tenant and Contractor will be subject
to the approval of Landlord, which approval will not be unreasonably withheld or
delayed. All work must be done by contractor on behalf of Tenant in a good and
workmanlike manner.

                  (b) Landlord will reimburse Tenant in an amount not to exceed
$21,301.94 far all costs of completing the work, including the Contractor's
fees, design fees, Landlord's coordination fees (not in excess of five percent
(5%) of the balance of the cost of the work), architect's fees, demolition
costs, permit fees and any applicable taxes. Tenant shall pay ail additional
costs to design and complete the Tenant Improvements. Tenant shall indemnify,
defend and hold Landlord harmless from and against any and all liens, losses,
damages, claims or expenses (including reasonable attorneys' fees) arising out
of or in any way related to the design and construction of the Tenant
Improvements, except to the extent that any such liens, losses, claims or
expenses result from the negligence or intentional misconduct of Landlord or its
agents or employees. Tenant agrees that if Contractor or any subcontractor or
other person or entity performing work or supplying materials or equipment in
connection, with the Tenant Improvements files a lien against the Building or
the Premises, then, at Landlord's request, Tenant shall purchase and record a
bond in the type required under RCW 60.04.161 in order to release the Building,
the Premises and the real property on which the Building is located from the
lien. When the Tenant Improvements are completed. Tenant shall deliver to
Landlord a full and complete unconditional lien release from Contractor and any
subcontractors designated by ` Landlord.

         5. Non-Renewal Fee. If Tenant does not exercise its option to extend
the Lease in accordance with the renewal option sec forth in paragraph 46.3 of
the Lease, Tenant shall pay to Landlord, at least thirty (30) days prior to the
expiration of the Lease, a non-renewal fee in the amount of Eighteen Thousand
Dollars ($18,000).

         6. Parking. Section 46.1 of the original lease agreement will be
replaced with the following language. The total packing allocation includes
twenty-two (22) parking permits for unreserved parking. All parking rates will
increase with market at Landlords sole discretion. The parking privileges of
tenant and its employees and visitors in the Building parking garage shall be
subject to whatever parking methods are then being used in the Building parking
garage and subject to any rules and regulations applicable to parking in the
Building garage.

         7. No Other Changes. Except as specifically modified by this Amendment,
all of the terms and conditions of the Lease remain unchanged and in full force
and effect. If any of the terms or conditions of the Lease conflict with any of
the terms and conditions of this Amendment, this Amendment will control.

                              LANDLORD

                              UNIVERSITY STREET PROPERTIES IV, LLC,
                              a Delaware limited liability company

                              By  UNICO Properties, Inc., its managing agent

                                  By
                                  Name
                                  Title

                              TENANT

                              PACIFICA JOINT VENTURE*; a joint venture formed
                              under the laws of the State of Washington for the
                              purpose of organizing Pacifica Bank

                              By
                                  Name     John D. Huddleston

                                  Title

                              (*) aka Pacifica Bank

STATE OF WASHINGTON        )
                                    ) ss.
COUNTY OF         ___________       )

         On this 13th day of June, 2000, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn,
personally appeared Don Wise, known to me to be the Sr. Vice President of
UNIVERSITY STREET PROPERTIES IV, managing agent of UNIVERSITY STREET PROPERTIES
IV, LLC, the limited liability company that executed the foregoing instrument,
and acknowledged the said instrument to be the fine and voluntary act and deed
of said limited liability company, for the purposes therein mentioned, and on
oath stated that he/she was authorized to execute said instrument.

         I certify that r know or have satisfactory evidence that the person
appearing before me and malting this acknowledgment is the person whose true
signature appears on this document.

         WITNESS my hand and official seal hereto affixed the day and year in
the certificate above written.

                                        /s/ Suzanne Swanson
                                        ----------------------------------------
                                        Signature

                                        /s/ Suzanne Swanson
                                        ----------------------------------------
                                        Print Name

(Notarial Seal for Suzanne Swanson)     NOTARY PUBLIC in and for the State of
                                           Washington, residing at Seattle.
                                           My commission expires  3-21-2004



<PAGE>



STATE OF WASHINGTON        )
                                    ) ss.
COUNTY OF KING             )

         On this 1st day of June, 2000, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn
personally appeared John D. Huddleston, known to me to be the SVP/CFO of
PACIFICA JOINT VENTURE,* the joint venture that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary
act and deed of said joint venture, for the purposes therein mentioned, and on
oath stated that he/she was authorized to execute said instrument.

         I certify that I know or have satisfactory evidence that the person
appearing before me and making this acknowledgment is the person whose true
signature appears on this document.

         WITNESS my hand and official seal hereto affixed the day and year in
the certificate above written.

                                        /s/ Paul F. Farris
                                        -----------------------------------
                                        Signature

                                         Paul F. Farris
                                        -----------------------------------
                                        Print Name
                                        NOTARY PUBLIC in and for the State of
                                        Washington, residing at Kirkland.
                                        My commission expires  5-12-02


                                        (*)  aka Pacifica Bank




<PAGE>



                                    EXHIBIT A
                                ADDITIONAL SPACE


<PAGE>



                                    EXHIBIT A
                                ADDITIONAL SPACE