Standard Office Lease - Gross
                                American Industrial Real Estate Association

1. Basic Lease Provisions
         1.1 Parties:  This lease,  dated, for reference  purposes only, June 1,
1996, is made between Fritz Brand, Trustee, Fritz Brand Trust, under the Lillian
M. Brand Trust Martial  Deduction Trust & Exemption Tr. (Herein called "Lessor")
and Sonoma National Bank, herein called "Lessee".
         1.2 Premises:  Suite Number(s)  First and Second floors,  consisting on
approximately 7400 sq. Ft., more or less, as defined in paragraph 2 and as shown
on Exhibit "A" hereto (the "Premises").
         1.3 Building:  Commonly  described as being located at 751 & 755 Fourth
St. in the City of Santa Rosa,  County of Sonoma,  State of California,  as more
particularly described in Exhibit A hereto, and as defined in paragraph 2.
         1.4 Use: General Office, subject to paragraph 6.
         1.5 Term" 24 months commencing June 1, 1996  ("Commencement  Date") and
ending May 31, 1998, as defined in paragraph 3.
     1.6  Base Rent: $11,725.00 per month, payable on the 1st day of each month,
          per paragraph 4.3 below.
         1.8 Rent Paid Upon Execution:
         1.9 Security Deposit: $10,697.50
         1.10 Lessee's Share of Operating Expense Increase: 0 % as defined in 
paragraph 4.2.
2. Premises, Parking and Common Areas.
         2.1  Premises:  The  Premises  are  a  portion  of a  building,  herein
sometimes referred to as the "Building" identified in paragraph 1.3 of the Basic
Lease Provisions.  "Building" shall include adjacent parking  structures used in
connection  therewith.  The Premises,  the Building,  the Common Areas, the land
upon which the same are located, along with all other buildings and improvements
thereon  or  thereunder,  are herein  collectively  referred  to as the  "Office
Building  Project." Lessor hereby leases to Lessee and Lessee leases from Lessor
for the term, at the rental,  and upon all of the  conditions  set forth herein,
the real property referred to in the Basic Lease  Provisions,  paragraph 1.2, as
the "Premises," including rights to the Common Areas as hereinafter specified.
         2.2 Vehicle Parking:  So long as Lessee is not in default,  and subject
to the rules and regulations  attached hereto, and as established by Lessor from
time to time, Lessee shall be entitled to rent and use N/A parking spaces in the
Office  Building  Project at the monthly rate  applicable  from time to time for
monthly parking as set by Lessor and/or it's licensee.
                  2.2.1  If  Lessee  commits,  permits  or  allows  any  of  the
prohibited  activities  described in the Lease or the rules then in effect, then
Lessor shall have the right,  without  notice,  in addition to such other rights
and remedies  that it may have,  to remove or tow away the vehicle  involved and
charge the cost to Lessee,  which cost shall be immediately  payable upon demand
by Lessor.
                  2.2.2 The monthly parking rate per parking space will be $ per
month at the  commencement  of the term of this Lease,  and is subject to change
upon five (5) days prior written notice to Lessee. Monthly parking fees shall be
payable one month in advance prior to the first day of each calendar month.
         2.3 Common Areas-Definition.  The term "Common Areas" is defined as all
areas and facilities  outside the Premises and within the exterior boundary line
of the Office  Building  Project that are provided and  designated by the Lessor
from time to time for the  general  non-exclusive  use of Lessor,  Lessee and of
other lessees of the Office  Building  Project and their  respective  employees,
suppliers, shippers, customers end invitees, including but not limited to common
entrances,  lobbies,  corridors,  stairways and  stairwells,  public  restrooms,
elevators,  escalators,  parking areas to the extent not otherwise prohibited by
this Lease,  loading and  unloading  areas,  trash areas,  roadways,  sidewalks,
walkways, parkways, ramps, driveways, landscaped areas and decorative walls.
         2.4 Common  Areas-Rules and Regulations.  Lessee agrees to abide by and
conform to the rules and  regulations  attached hereto as Exhibit B with respect
to the Office  Building  Project and Common Areas,  and to cause its  employees,
suppliers,  shippers, customers, and invitees to so abide and conform. Lessor or
such other person(s) as Lessor may appoint shall have the exclusive control 
and management of the Common Areas and shall have the right, from time to


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time, to modify, amend and enforce said rules and regulations.  Lessor shall not
be responsible to Lessee for the non- compliance with said rules and regulations
by other lessees,  their agents,  employees and invitees of the Office  Building
Project,
         2.5 Common Areas - Changes. Lessor shall have the right, in Lessor's 
sole discretion,
from time to time:
                  (a) To make changes to the Building  interior and exterior and
Common Areas,  including,  without  limitation,  changes in the location,  size,
shape, number, and appearance thereof, including but not limited to the lobbies,
windows,  stairways, air shafts, elevators,  escalators,  restrooms,  driveways,
entrances,  parking spaces, parking areas, loading and unloading areas, ingress,
egress,  direction of traffic,  decorative walls, landscaped areas and walkways;
provided,  however,  Lessor  shall at all times  provide the parking  facilities
required by applicable law;
                  (b) To close temporarily any of the Common Areas for 
maintenance purposes so long as reasonable access to the Premises remains 
available;
                  (c) To  designate  other  land and  improvements  outside  the
boundaries  of the Office  Building  Project  to be a part of the Common  Areas,
provided that such other land and improvements  have a reasonable and functional
relationship to the Office Building Project;
                  (d) To add additional buildings and improvements to the Common
Areas;
                  (e) To use the Common Areas while engaged in making additional
improvements,     repairs or alterations to the Office Building Project,  or any
                  portion  thereof;  (f) To do and  perform  such other acts and
                  make such other changes in, to or
with respect to the Common Areas and Office  Building  Project as Lessor may, in
the exercise of sound business judgment deem to be appropriate.
3. Term.
         3.1 Term.  The term and  Commencement  Date of this  Lease  shall be as
specified in paragraph 1.5 of the Basic Lease Provisions.
         3.2 Delay in Possession. Notwithstanding said Commencement Date, if for
any reason  Lessor cannot  deliver  possession of the Premises to Lessee on said
date and  subject  to  paragraph  3.2.2,  Lessor  shall  not be  subject  to any
liability therefor,  nor shall such failure affect the validity of this Lease or
the  obligations  of Lessee  hereunder or extend the term  hereof;  but, in such
case,  Lessee shall not be obligated to pay rent or perform any other obligation
of Lessee under the terms of this Lease,  except as may be otherwise provided in
this  Lease,  until  possession  of the  Premises  is  tendered  to  Lessee,  as
hereinafter defined; provided,  however, that if Lessor shall not have delivered
possession of the Premises  within sixty (60) days following  said  Commencement
Date, as the same may be extended  under the terms of a Work Letter  executed by
Lessor and  Lessee,  Lessee may,  at  Lessee's  option,  by notice in writing to
Lessor within ten (10) days  thereafter,  cancel this Lease,  in which event the
parties shall be discharged from all obligations hereunder;  provided,  however,
that, as to Lessee's  obligations,  Lessee first reimburses Lessor for all costs
Incurred for Non-Standard  Improvements and, as to Lessor's obligations,  Lessor
shall  return any money  previously  deposited  by Lessee  (less any offsets due
Lessor for Non-  Standard  Improvements);  and  provided  further,  that if such
written  notice by Lessee is not  received  by Lessor  within  said ten (10) day
period,  Lessee's right to cancel this Lease hereunder shall terminate and be of
no further force or effect.
                  3.2.1  Possession  Tendered  -  Defined.   Possession  of  the
Premises shall be deemed tendered to Lessee  ("Tender of  Possession")  when (1)
the  improvements  to be provided by Lessor  under this Lease are  substantially
completed,  (2) the Building  utilities are ready for use in the  Premises,  (3)
Lessee has reasonable  access to the Premises,  and (4) ten (10) days shall have
expired  following  advance  written  notice to Lessee of the  occurrence of the
matters described in (1), (2) and (3), above of this paragraph 3.2.1.
                  3.2.2 Delays Caused by Lessee.  There shall be no abatement of
rent, and the sixty (60) day period following the Commencement Date before which
Lessee's right to cancel this Lease accrues under paragraph 3.2, shall be deemed
extended  to the extent of any  delays  caused by acts or  omissions  of Lessee,
Lessee's agents, employees and contractors.
         3.3 Early  Possession.  It Lessee  occupies the Premises  prior to said
Commencement  Date,  such  occupancy  shall be subject to all provisions of this
Lease,  such occupancy shall not change the  termination  date, and Lessee shall
pay rent for such occupancy.
         3.4 Uncertain  commencement In the event commencement of the Lease term
is defined  as the  completion  of the  improvements,  Lessee  and Lessor  shall
execute an amendment to this Lease establishing the date of Tender of Possession
(as defined in paragraph 3.2.1) or the actual


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taking of possession by Lessee, whichever first occurs, as the Commencement
Date.
4. Rent.
         4.1  Base  Rent  Subject  to  adjustment  as  hereinafter  provided  in
paragraph 4.3, and except as may be otherwise  expressly provided in this Lease,
Lessee shall pay to Lessor the Base Rent for the Premises set forth in paragraph
1.6 of the Basic Lease Provisions, without offset or deduction. Lessee shall pay
Lessor upon execution hereof the advance Base Rent described In paragraph 1.8 of
the Basic Lease Provisions.  Rent for any period during the term hereof which is
for less than one month shall be prorated  based upon the actual  number of days
of the  calendar  month  Involved.  Rent shall be payable in lawful money of the
United States to Lessor at the address stated herein or to such other persons or
at such other places as Lessor may designate in writing.
         4.2 Operating Expense  Increase.  Lessee shall pay to Lessor during the
term  hereof,  in  addition to the Base Rent,  Lessee's  Share,  as  hereinafter
defined, of the amount by which all Operating Expenses,  as hereinafter defined,
for each  Comparison  Year exceeds the amount of all Operating  Expenses for the
Base Year, such excess being hereinafter  referred to as the "Operating  Expense
Increase," in accordance with the following provisions:
                  (a) "Lessee's  Share" is defined,  for purposes of this Lease,
as the  percentage  set forth in paragraph  1.10 of the Basic Lease  Provisions,
which percentage has been determined by dividing the approximate  square footage
of the Premises by the total  approximate  square  footage of the rentable space
contained in the Office Building  Project.  It is understood and agreed that the
square   footage   figures  set  forth  in  the  Basic  Lease   Provisions   are
approximations  which  Lessor and Lessee agree are  reasonable  and shall not be
subject to revision  except in  connection  with an actual change in the size of
the Premises or a change in the space available for lease in the Office Building
Project.
                  (b) "Base Year" is defined as the calendar year in which the 
Lease term commences.
                  (c) "Comparison  Year" is defined as each calendar year during
the term of this Lease subsequent to the Base Year;  provided,  however,  Lessee
shall  have no  obligation  to pay s share  of the  Operating  Expense  Increase
applicable to the first twelve (12) months of the Lease Term (other than such as
are  mandated  by a  governmental  authority,  as to which  government  mandated
expenses Lessee shall pay Lessee's Share,  notwithstanding they occur during the
first twelve (12) months.  Lessee's Share of the Operating  Expense Increase for
the  first  and last  Comparison  Years  of the f ease  Term  shall be  prorated
according  to  that  portion  of such  Comparison  Year as to  which  Lessee  is
responsible for a share of such increase.
                  (d)  "Operating  Expenses"  is defined,  for  purposes of this
Lease, to include all costs,  if any,  incurred by Lessor in the exercise of its
reasonable discretion, for:
                           (i) The operation, repair, maintenance, and 
replacement, in neat, clean, safe, good order and condition,  of the Office 
Building  Project,  including but not limited to, the following:
                                   (aa) The Common Areas, including their 
surfaces,  coverings,decorative  items, carpets,  drapes and window covering and
including parceling areas,  loading and unloading areas, trash areas,  roadways,
sidewalks, walkways, stairways, parkways, driveways, landscaped areas, striping,
bumpers, irrigation systems, Common Area lighting facilities, building exteriors
and roofs, fences and gates;
                                   (bb) All heating, air conditioning, plumbing,
electrical systems, life safety equipment, telecommunication and other equipment
used In common by, or for the benefit  of,  lessees or  occupants  of the Office
Building Project, including elevators and escalators,  tenant directories,  fire
detection systems including sprinkler system maintenance and repair.
(ii) Trash disposal,  janitorial and security services;  (iii) Any other service
to be  provided  by  Lessor  that is  elsewhere  in this  Lease  stated to be an
"Operating Expense";
(iv) The cost of the premiums for the liability and property  insurance policies
to be maintained by Lessor under paragraph 8 hereof;  (v) The amount of the real
property taxes to be paid by Lessor under  paragraph 10.1 hereof;  (vi) The cost
of water, sewer, gas,  electricity,  and other publicly mandated services to the
Office Building  Project;  (vii) Labor,  salaries and applicable fringe benefits
and costs, materials,

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supplies and tools,  used in  maintaining  and/or  cleaning the Office  Building
Project and accounting and a management fee attributable to the operation of the
Office Building Project;
(viii) Replacing and/or adding improvements  mandated by any governmental agency
and any repairs or removals  necessitated thereby amortized over its useful life
according to Federal  income tax  regulations  or  guidelines  for  depreciation
thereof (including  interest on the unamortized balance as is then reasonable in
the  judgment  of Lessor's  accountants);  (ix)  Replacements  of  equipment  or
improvements  that have a useful life for  depreciation  purposes  according  to
Federal  income tax guidelines of five (5) years or less, as amortized over such
life.
                  (e)  Operating   Expenses  shall  not  include  the  costs  of
replacements  of equipment or  improvements  that have a useful life for Federal
income  tax  purposes  in  excess  of five (5)  years  unless  it is of the type
described in paragraph 4.2(d)(viii),  in which case their cost shall be included
as above provided.
                  (f) Operating  Expenses shall not include any expenses paid by
any  lessee  directly  to third  parties,  or as to which  Lessor  is  otherwise
reimbursed by any third party, other tenant, or by insurance proceeds.
                  (g) Lessee's  Share of  Operating  Expense  Increase  shall be
payable by Lessee within ten (10) days after a reasonably  detailed statement of
actual expenses is presented to Lessee by Lessor.  At Lessor's option,  however,
an amount may be  estimated  by Lessor  from time to time in advance of Lessee's
Share of the Operating  Expense  Increase for any Comparison  Year, and the same
shall be payable monthly or quarterly,  as Lessor shall  designate,  during each
Comparison  Year of the  Lease  term,  on the same  day as the Base  Rent is due
hereunder.  In the event that Lessee pays Lessor's estimate of Lessee's Share of
Operating  Expense Increase as aforesaid,  Lessor shall deliver to Lessee within
sixty  (60) days  after the  expiration  of each  Comparison  Year a  reasonably
detailed  statement  showing  Lessee's  Share of the  actual  Operating  Expense
Increase  incurred  during such year. If Lessee's  payments under this paragraph
4.2(g) during said  Comparison  Year exceed  Lessee's Share as indicated on said
statement,  Lessee  shall be entitled  to credit the amount of such  overpayment
against  Lessee's  Share of  Operating  Expense  Increase  next  falling due. If
Lessee's  payments under this paragraph  during said  Comparison  Year were less
than Lessee's Share as indicated on said  statement,  Lessee shall pay to Lessor
the amount of the  deficiency  within ten (10) days after  delivery by Lessor to
Lessee of said statement.  Lessor and Lessee shall forthwith adjust between them
by cash payment any balance  determined to exist with respect to that portion of
the last Comparison Year for which Lessee is responsible as to Operating Expense
Increases,  notwithstanding  that the Lease term may have terminated  before the
end of such Comparison Year.
         4.3 Rent Increase.
                  4.3.1 At the  times set  forth in  paragraph  1.7 of the Basic
Lease  Provisions,  the monthly Base Rent payable  under  paragraph  4.1 of this
Lease shall be adjusted by the increase,  if any, in the Consumer Price Index of
the  Bureau  of  Labor  Statistics  of the  Department  of Labor  for All  Urban
Consumers,  (1967=100),  "All  Items," for the city  nearest the location of the
Building, herein referred to as "C.P.I.," since the date of this Lease.
                  4.3.2 The monthly  Base Rent  payable  pursuant  to  paragraph
4.3.1 shall be calculated as follows:  the Base Rent payable for the first month
of the term of this Lease, as set forth in paragraph 4.1 of this Lease, shall be
multiplied  by a fraction  the  numerator  of which  shall be the C.P.I.  of the
calendar  month  during  which  the  adjustment  is  to  take  effect,  and  the
denominator  of which shall be the C.P.I.  for the  calendar  month in which the
original Lease term commences.  The sum so calculated  shall  constitute the new
monthly Base Rent hereunder,  but, in no event, shall such new monthly Base Rent
be less than the Base Rent payable for the month immediately  preceding the date
for the rent adjustment.
                  4.3.3 In the event the compilation  and/or  publication of the
C.P.I.  shall be transferred to any other  governmental  department or bureau or
agency or shall be  discontinued,  then the index  most  nearly  the same as the
C.P.I.  shall be used to make such  calculations.  In the event that  Lessor and
Lessee cannot agree on such alternative index then the matter shall be submitted
for decision to the American Arbitration  Association in the County in which the
Premises are located,  in accordance with the then rules of said association and
the   decision  of  the   arbitrators   shall  be  binding   upon  the  parties,
notwithstanding oane party failing to appear after due notice of the proceeding.
The cost of said Arbitrators shall be paid equally by Lessor


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and Lessee.
                  4.3.4  Lessee  shall  continue  to pay the  rent  at the  rate
previously in effect until the increase, if any, is determined.  Within five (5)
days following the date on which the increase is  determined,  Lessee shall make
such payment to Lessor as will bring the increased  rental  current,  commencing
with  the  effective  dale of  such  increase  through  the  date of any  rental
installments  then due.  Thereafter  the rental  shall be paid at the  increased
rate.
                  4.3.5 At such  time as the  amount  of any  change  in  rental
required by this Lease is known or  determined,  Lessor and Lessee shall execute
an  amendment to this Lease  setting  forth such change.  
                  5.  Security  Deposit.Lessee shall deposit with Lessor upon 
execution  hereof the security  deposit set forth in paragraph  1.9 of the Basic
Lease  Provisions  as security for  Lessee's  faithful  performance  of Lessee's
obligations  hereunder.  If  Lessee  fails  to pay  rent or  other  charges  due
hereunder,  or otherwise  defaults  with respect to any provision of this Lease,
Lessor may use,  apply or retain  all or any  portion  of said  deposit  for the
payment of any rent or other  charge in default for the payment of any other sum
to which  Lessor may  become  obligated  by reason of  Lessee's  default,  or to
compensate  Lessor for any loss or damage  which Lessor may suffer  thereby.  If
Lessor so uses or applies  all or any  portion  of said  deposit,  Lessee  shall
within ten (10) days after written demand  therefor  deposit cash with Lessor in
an amount sufficient to restore said deposit to the full amount then required of
Lessee. It the monthly Base Rent shall,  from time to time,  increase during the
term of this Lease,  Lessee shall,  at the time of such  increase,  deposit with
Lessor  additional  money as a security  deposit so that the total amount of the
security  deposit held by Lessor shall at all times bear the same  proportion to
the then current Base Rent as the initial  security deposit bears to the initial
Base Rent set forth in paragraph 1.6 of the Basic Lease Provisions. Lessor shall
not be  required  to keep  said  security  deposit  separate  from  its  general
accounts.  If  Lessee  performs  all of  Lessee's  obligations  hereunder,  said
deposit, or so much thereof as has not heretofore been applied by Lessor,  shall
be  returned,  without  payment of interest or other  increment  for its use, to
Lessee  (or,  at  Lessor's  option,  to the last  assignee,  if any, of Lessee's
interest  hereunder) at the expiration of the term hereof,  and after Lessee has
vacated the Premises. No trust relationship is created herein between Lessor and
Lessee with respect to said Security Deposit. 
         6. Use.
         6.1 Use. The Premises  shall be used and occupied  only for the purpose
set forth in paragraph 1.4 of the Basic Lease  Provisions or any other use which
is reasonably comparable to that use and for no other purpose.
         6.2 Compliance with Law.
                  (a) Lessor warrants to Lessee that the Premises,  in the state
existing  on the date that the  Lease  term  commences,  but  without  regard to
alterations  or  improvements  made by Lessee or the use for which  Lessee  will
occupy the Premises,  does not violate any covenants or  restrictions of record,
or any applicable building code, regulation or ordinance in effect on such Lease
term  Commencement  Date. In the event It is  determined  that this warranty has
been  violated,  then it shall be the  obligation  of the Lessor,  after written
notice from Lessee, to promptly, at Lessor's sole cost and expense,  rectify any
such violation.
                  (b) Except as provided in paragraph  6.2(a) Lessee  shall,  at
Lessee's  expense,  promptly  comply with all applicable  statutes,  ordinances,
rules,   regulations,   orders,   covenants  and  restrictions  of  record,  and
requirements of any fire insurance underwriters or rating bureaus, now in effect
or which may hereafter come into effect, whether or not they reflect a change in
policy from that now  existing,  during the term or any part of the term hereof,
relating in any manner to the Premises and the  occupation  and use by Lessee of
the Premises. Lessee shall conduct its business in a lawful manner and shall not
use or permit the use of the  Premises  or the Common  Areas in any manner  that
will tend to create waste or a nuisance or shall tend to disturb other occupants
of the Office Building Project.
         6.3 Condition of Premises.
                  (a) Lessor  shall  deliver  the  Premises to Lessee in a clean
condition  on  the  Lease   Commencement  Date  (unless  Lessee  is  already  in
possession)  and Lessor  warrants to Lessee  that the  plumbing,  lighting,  air
conditioning,  and heating  system in the  Premises  shall be in good  operating
condition.  In the  event  that it is  determined  that this  warranty  has been
violated,  then it shall be the  obligation of Lessor,  after receipt of written
notice from Lessee setting forth with  specificity  the nature of the violation,
to promptly, at Lessor's sole cost, rectify such violation.
                  (b) Except as otherwise provided in this Lease, Lessee hereby 
accepts the Premises and the Office Building  Project in their condition  
existing  as of the  Lease  Commencement  Date or the  date  that  Lessee  takes
possession  of the  Premises,  whichever is earlier,  subject to all  applicable
zoning,  municipal,  county and state laws, ordinances and regulations governing
and  regulating  the  use of the  Premises,  and  any  easements,  covenants  or
restrictions  of record,  and  accepts  this Lease  subject  thereto  and to all
matters  disclosed   thereby  and  by  any  exhibits  attached  hereto.   Lessee
acknowledges  that it has satisfied itself by its own independent  investigation
that the Premises are suitable for its intended use, and that neither Lessor nor
Lessor's  agent or agents  has made any  representation  or  warranty  as to the
present or future suitability of the Premises,  Common Areas, or Office Building
Project  for  the  conduct  of  Lessee's  business.  
         7.  Maintenance,   Repairs, Alterations and Common Area Services.
         7.1  Lessor's  Obligations.  Lessor  shall  keep  the  Office  Building
Project,  including the Premises,  interior and exterior walls, roof, and common
areas, and the equipment  whether used exclusively for the Premises or in common
with other premises,  in good condition and repair;  provided,  however,  Lessor
shall not be obligated to paint, repair or replace wall coverings,  or to repair
or replace any  improvements  that are not  ordinarily a part of the Building or
are above then Building  standards.  Except as provided in paragraph  9.5, there
shall be no abatement of rent or liability of Lessee on account of any injury or
interference   with  Lessee's   business  with  respect  to  any   improvements,
alterations or repairs made by Lessor to the Office Building Project or any part
thereof. Lessee expressly waives the benefits of any statute now or hereafter in
effect which would otherwise afford Lessee the right to make repairs al Lessor's
expense or to  terminate  this Lease  because  of  Lessor's  failure to keep the
Premises in good order, condition and repair.
         7.2 Lessee's Obligations.
                  (a)  Notwithstanding  Lessor's obligation to keep the Premises
in good  condition and repair,  Lessee shall be  responsible  for payment of the
cost  thereof to Lessor as  additional  rent for that portion of the cost of any
maintenance and repair of the Premises, or any equipment (wherever located) that
serves only Lessee or the Premises,  to the extent such cost is  attributable to
causes beyond normal wear and tear.  Lessee shall be responsible for the cost of
painting,  repairing or replacing wall  coverings,  and to repair or replace any
Premises improvements that are not ordinarily a part of the Building or that are
above then  Building  standards.  Lessor  may, at its  option,  upon  reasonable
notice,  elect to have Lessee perform any particular such maintenance or repairs
the cost of which is otherwise Lessee's responsibility hereunder.
                  (b) On the  last  day of the  term  hereof,  or on any  sooner
termination, Lessee shall surrender the Premises to Lessor in the same condition
as received,  ordinary  wear and tear  excepted,  clean and free of debris.  Any
damage or  deterioration  of the Premises shall not be deemed  ordinary wear and
tear if the same could have been  prevented  by good  maintenance  practices  by
Lessee.  Lessee  shall  repair  any  damage to the  Premises  occasioned  by the
installation or removal of Lessee's trade fixtures, alterations, furnishings and
equipment.  Except as otherwise stated in this Lease, Lessee shall leave the air
lines, power panels,  electrical  distribution systems,  lighting fixtures,  air
conditioning, window coverings, wall coverings, carpets, wall paneling, ceilings
and plumbing on the Premises and in good operating condition.
         7.3 Alterations and Additions.
                  (a) Lessee shall not,  without  Lessor's prior written consent
make any alterations,  improvements, additions, Utility Installations or repairs
in, on or about the Premises,  or the Office Building  Project.  As used in this
paragraph 7.3 the term "Utility  Installation" shall mean carpeting,  window and
wall  coverings,   power  panels,   electrical  distribution  systems,  lighting
fixtures, air conditioning, plumbing, and telephone and telecommunication wiring
and equipment.  At the expiration of the term, Lessor may require the removal of
any  or  all  of  said   alterations,   improvements,   additions   or   Utility
Installations,  and the  restoration  of the  Premises  and the Office  Building
Project to their prior  condition,  at Lessee's  expense.  Should  Lessor permit
Lessee  to  make  its  own  alterations,   improvements,  additions  or  Utility
Installations,  Lessee  shall use only  such  contractor  as has been  expressly
approved by Lessor, and Lessor may require Lessee to provide Lessor, at Lessee's
sole cost and expense,  a lien and completion bond in an amount equal to one and
one-half times the estimated cost of such improvements, to insure Lessor against
any liability for mechanic's and materialmen's liens and to insure completion of
the work. Should Lessee make any alterations, improvements, additions or Utility
Installations  without the prior  approval of Lessor,  or use a  contractor  not
expressly approved by Lessor, Lessor may, at


<PAGE>



any lime during the term of this Lease, require that Lessee remove any part or 
all of the same.
                  (b) Any alterations, improvements, additions or Utility 
Installations  in or about the  Premises  or the Office  Building  Project  that
Lessee shall desire to make shall be presented to Lessor in written  form,  with
proposed  detailed  plans.  If Lessor shall give its consent to Lessee's  making
such  alteration,  improvement,  addition or Utility  Installation,  the consent
shall be deemed  conditioned  upon  Lessee  acquiring a permit to do so from the
applicable  governmental agencies,  furnishing a copy thereof to Lessor prior to
the  commencement  of the work,  and compliance by Lessee with all conditions of
said permit in a prompt and expeditious manner.
                  (c)  Lessee  shall  pay,  when due,  all  claims  for labor or
materials furnished or alleged to have been furnished to or for Lessee at or for
use in the  Premises,  which claims are or may be secured by any  mechanic's  or
materialmen's  lien against the  Premises,  the Building or the Office  Building
Project, or any interest therein.
                  (d)  Lessee  shall  give  Lessor  not less than ten (10) days'
notice  prior to the  commencement  of any work in the  Premises by Lessee,  and
Lessor shall have the right to post notices of  non-responsibility  in or on the
Premises or the  Building as  provided by law. If Lessee  shall,  in good faith,
contest the validity of any such lien,  claim or demand,  then Lessee shall,  at
its sole  expense  defend  itself and Lessor  against the same and shall pay and
satisfy  any such  adverse  judgment  that may be  rendered  thereon  before the
enforcement  thereof  against the Lessor or the  Premises,  the  Building or the
Office Building Project, upon the condition that if Lessor shall require, Lessee
shall furnish to Lessor a surety bond  satisfactory to Lessor in an amount equal
to such contested lien claim or demand indemnifying Lessor against liability for
the same and holding the Premises,  the Building and the Office Building Project
free from the effect of such lien or claim.  In  addition,  Lessor  may  require
Lessee to pay Lessor's reasonable  attorneys' fees and costs in participating in
such action if Lessor shall decide it is to Lessor's best interest so to do,
                  (e)  All  alterations,  improvements,  additions  and  Utility
Installations  (whether  or not  such  Utility  Installations  constitute  trade
fixtures of Lessee), which may be made to the Premises by Lessee,  including but
not limited to, floor coverings, panelings, doors, drapes, built- ins, moldings,
sound attenuation, and lighting and telephone or communication systems, conduit,
wiring and outlets,  shall be made and done in a good and workmanlike manner and
of good and sufficient quality and materials and shall be the property of Lessor
and remain upon and be  surrendered  with the Premises at the  expiration of the
Lease term,  unless Lessor requires their removal pursuant to paragraph  7.3(a).
Provided  Lessee  is not in  default,  notwithstanding  the  provisions  of this
paragraph  7.3(e),  Lessee's  personal  property and equipment,  other than that
which is affixed to the Premises so that it cannot be removed  without  material
damage to the Premises or the  Building,  and other than Utility  Installations,
shall remain the property of Lessee and may be removed by Lessee  subject to the
provisions of paragraph 7.2.
                  (f)  Lessee  shall  provide  Lessor  with  as-built  plans and
specifications   for  any  alterations,   improvements,   additions  or  Utility
Installations.
         7.4  Utility  Additions.  Lessor  reserves  the right to install new or
additional  utility  facilities  throughout the Office Building  Project for the
benefit of Lessor or Lessee, or any other lessee of the Office Building Project,
including, but not by way of limitation, such utilities as plumbing,  electrical
systems,  communication  systems,  and fire protection and detection systems, so
long as such  installations do not  unreasonably  interfere with Lessee's use of
the Premises.
8. Insurance; Indemnity.
         8.1  Liability  Insurance-Lessee.  Lessee shall,  at Lessee's  expense,
obtain and keep in force during the term of this Lease a policy of Comprehensive
General Liability insurance utilizing an Insurance Services Office standard form
with Broad Form General Liability  Endorsement  (GL0404),  or equivalent,  in an
amount of not less than  $1,000,000 per occurrence of bodily Injury and property
damage  combined or in a greater  amount as reasonably  determined by Lessor and
shall  insure  Lessee with Lessor as an  additional  insured  against  liability
arising out of the use,  occupancy or  maintenance  of the Premises.  Compliance
with the above  requirement  shall not,  however,  limit the liability of Lessee
hereunder.
         8.2 Liability Insurance - Lessor. Lessor shall obtain and keep in force
during the term of this Lease a policy of Combined  Single Limit  Bodily  Injury
and Broad Form Property Damage Insurance, plus coverage against such other risks
Lessor  deems  advisable  from time to time,  insuring  Lessor,  but not Lessee,
against liability arising out of the ownership, use, occupancy or maintenance of
the  Office  Building  Project  in an  amount  not less than  $5,000,000.00  per
occurrence.


<PAGE>



         8.3  Property  Insurance-Lessee.  Lessee  shall,  at Lessee's  expense,
obtain  and keep in force  during  the term of this  Lease  for the  benefit  of
Lessee,  replacement cost fire and extended coverage  insurance,  with vandalism
and malicious  mischief,  sprinkler  leakage and  earthquake  sprinkler  leakage
endorsements,  in an amount  sufficient  to cover not less than 100% of the full
replacement  cost,  as the same may exist from time to time,  of all of Lessee's
personal property, fixtures, equipment and tenant improvements.
         8.4  Property  Insurance-Lessor.  Lessor shall obtain and keep in force
during the term of this Lease a policy or policies of insurance covering loss or
damage to the Office Building Project  improvements,  but not Lessee's  personal
property, fixtures, equipment or tenant improvements,  in the amount of the full
replacement  cost  thereof,  as the same may exist from time to time,  utilizing
Insurance  Services  Office standard form, or equivalent,  providing  protection
against  all  perils  included  within  the  classification  of  fire,  extended
coverage, vandalism, malicious mischief, plate glass, and . such other perils as
Lessor  deems  advisable  or may be  required  by a lender  having a lien on the
Office  Building  Project.  In addition,  Lessor shall obtain and keep in force,
during the term of this Lease,  a policy of rental  value  insurance  covering a
period of one year,  with loss  payable to Lessor,  which  insurance  shall also
cover all  Operating  Expenses for said period.  Lessee will not be named in any
such  policies  carried  by  Lessor  and  shall  have no right  to any  proceeds
therefrom.  The policies  required by these paragraphs 8.2 and 8.4 shall contain
such deductibles as Lessor or the aforesaid  lender may determine.  In the event
that the Premises  shall  suffer an insured loss as defined in paragraph  9.1(f)
hereto, the deductible amounts under the applicable  insurance policies shall be
deemed an Operating  Expense.  Lessee shall not do or permit to be done anything
which shall invalidate the insurance  policies  carried by Lessor.  Lessee shall
pay the  entirety of any  increase  in the  property  insurance  premium for the
Office Building  Project over what it was immediately  prior to the commencement
of the term of this Lease if the  increase is  specified  by Lessor's  insurance
carrier  as being  Caused by the  nature  of  Lessee's  occupancy  or any act or
omission of Lessee.
         8.5  Insurance  Policies.  Lessee  shall  deliver  to Lessor  copies of
liability  insurance  policies  required  under  paragraph  8.1 or  certificates
evidencing  the  existence and amounts of such  insurance  within seven (7) days
after the Commencement Date of this Lease. No such policy shall be cancelable or
subject to reduction of coverage or other modification  except after thirty (30)
days prior written  notice to Lessor.  Lessee  shall,  at least thirty (30) days
prior to the expiration of such policies, furnish Lessor with renewals thereof.
         8.6 Waiver of  Subrogation.  Lessee and Lessor each hereby  release and
relieve the other,  and waive their entire right of recovery  against the other,
for direct or  consequential  loss or damage  arising  out of or incident to the
perils covered by property  insurance carried by such party,  whether due to the
negligence of Lessor or Lessee or their agents,  employees,  contractors  and/or
invitees. If necessary all property insurance policies required under this Lease
shall be endorsed to so provide.
         8.7 Indemnity.  Lessee shall indemnity and hold harmless Lessor and its
agents, Lessor's master or ground lessor, partners and lenders, from and against
any and all claims for damage to the person or  property of anyone or any entity
arising from Lessee's use of the Office Building Project, or from the conduct of
Lessee's  business  or from any  activity,  work or things  done,  permitted  or
suffered by Lessee in or about the  Premises  or else-  where and shall  further
indemnify  and hold harmless  lessor from and against any and all claims,  costs
and  expenses  arising  from any  breach or default  in the  performance  of any
obligation  on Lessee's part to be performed  under the terms of this Lease,  or
arising  from  any  act or  omission  of  Lessee,  or any  of  Lessee's  agents,
contractors,  employees, or invitees, and from and against all costs, attorney's
fees, expenses and liabilities incurred by Lessor as the result of any such use,
conduct,  activity, work, things done, permitted or suffered, breach, default or
negligence,  and in dealing reasonably  therewith,  including but not limited to
the  defense  or  pursuit  of any  claim or any  action or  proceeding  involved
therein;  and in case any  action or  proceeding  be brought  against  Lessor by
reason of any such matter,  Lessee upon notice from Lessor shall defend the same
at  Lessee's  expense by counsel  reasonably  satisfactory  to Lessor and Lessor
shall cooperate with Lessee in such defense. Lessor need not have first paid any
such claim in order to be so  indemnified.  Lessee,  as a  material  part of the
consideration to Lessor, hereby assumes all risk of damage to property of Lessee
or Injury to persons, in, upon or about the Office Building Project arising from
any cause and Lessee hereby waives all claims in respect thereof against Lessor.
8.8 Exemption of Lessor from  Liability.  Lessee hereby agrees that Lessor shall
not be liable for Injury to Lessee's business or any loss o(income  therefrom or
for loss of or damage to

<PAGE>



the goods, wares,  merchandise or other property of Lessee,  Lessee's employees,
invitees,  customers, or any other person in or about the Premises or the Office
Building Project, nor shall Lessor be liable for Injury to the person of Lessee,
Lessee's  employees,  agents or  contractors,  whether  such damage or Injury is
caused by or results from theft, fire, steam,  electricity,  gas, water or rain,
or  from  the  breakage,  leakage,   obstruction  or  other  defects  of  pipes,
sprinklers, wires, appliances,  plumbing, air conditioning or lighting fixtures,
or from any other cause,  whether said damage or Injury results from  conditions
arising upon the Premises or upon other portions of the Office Building Project,
or from  other  sources  or  places,  or from new  construction  or the  repair,
alteration or improvement of any part of the Office Building Project,  or of the
equipment,  fixtures or  appurtenances  applicable  thereto,  and  regardless of
whether the cause of such damage or Injury or the means of repairing the same is
inaccessible, Lessor shall not be liable for any damages arising from any act or
neglect of any other lessee,  occupant or user of the Office  Building  Project,
nor from the failure of Lessor to enforce the  provisions  of any other lease of
any other lessee of the Office Building Project.
8.9 No Representation of Adequate Coverage.  Lessor makes no representation that
the limits or forms of coverage of insurance  specified in this  paragraph 8 are
adequate to cover Lessee's property or obligations under this Lease.
9. Damage or Destruction.
         9.1 Definitions.
                  (a) "Premises Damage" shall mean if the Premises are damaged 
or destroyed to any extent.
                  (b)  "Premises  Building  Partial  Damage"  shall  mean if the
Building of which the  Premises are a part is damaged or destroyed to the extent
that the cost to repair is less than fifty percent (50%) of the then Replacement
Cost of the building.
                  (c) "Premises  Building Total  Destruction"  shall mean if the
Building of which the  Premises are a part is damaged or destroyed to the extent
that the cost to repair is fifty percent  (50%) or more of the then  Replacement
Cost of the Building.
                  (d) "Office Building Project  Buildings" shall mean all of the
buildings on the Office Building Project site.
                  (e) "Office  Building  Project  Buildings  Total  Destruction"
shall mean if the Office Building Project  Buildings are damaged or destroyed to
the extent  that the cost of repair is fifty  percent  (50%) or more of the then
Replacement Cost of the Office Building Project Buildings.
                  (f) "Insured Loss" shall mean damage or destruction  which was
caused  by an  event  required  to be  covered  by the  insurance  described  in
paragraph  8. The fact that an Insured  Loss has a  deductible  amount shall not
make the loss an uninsured loss.
                  (g)  "Replacement   Cost"  shall  mean  the  amount  of  money
necessary  to be spent in order to repair or  rebuild  the  damaged  area to the
condition that existed immediately prior to the damage occurring,  excluding all
improvements  made by lessees,  other than those installed by Lessor at Lessee's
expense.
         9.2 Premises Damage; Premises Building Partial Damage.
                  (a) Insured Loss:  Subject to the provisions of paragraphs 9.4
and 9.5, if at any time  during the term of this Lease there is damage  which is
an Insured  Loss and which  falls  into the  classification  of either  Premises
Damage or  Premises  Building  Partial  Damage,  then Lessor  shall,  as soon as
reasonably  possible  and to the extent  the  required  materials  and labor are
readily available through usual commercial channels, at Lessor's expense, repair
such  damage  (but not  Lessee's  fixtures,  equipment  or  tenant  improvements
originally  paid for by Lessee)  to its  condition  existing  at the time of the
damage, and this Lease shall continue in full force and effect.
                  (b) Uninsured  Loss:  Subject to the  provisions of paragraphs
9.4 and 9.5, if at any time during the term of this Lease there is damage  which
is not an Insured  Loss and which falls  within the  classification  of Premises
Damage or Premises  Building  Partial  Damage,  unless  caused by a negligent or
willful act of Lessee (in which event  Lessee shall make the repairs at Lessee's
expense),  which damage  prevents  Lessee from making any substantial use of the
Premises, Lessor may at Lessor's option either (i) repair such damage as soon as
reasonably  possible  at  Lessor's  expense,  in which  event this  Lease  shall
continue in full force and effect,  or (ii) give written notice to Lessee within
thirty  (30) days after the date of the  occurrence  of such  damage of Lessor's
intention to cancel and terminate this Lease as of the date of the occurrence of
such  damage,  in which event this Lease shall  terminate  as of the date of the
occurrence of such damage.


<PAGE>



         9.3 Premises Building Total Destruction;  Office Building Project Total
Destruction. Subject to the provisions of paragraphs 9.4 and 9.5, if at any time
during the term of this Lease  there is damage,  whether or not it is an Insured
Loss, which falls into the classifications of either (i) Premises Building Total
Destruction, or (ii) Office Building Project Total Destruction,  then Lessor may
at  Lessor's  option  either (i) repair such  damage or  destruction  as soon as
reasonably  possible at Lessor's  expense (to the extent the required  materials
are readily  available  through  usual  commercial  channels)  to its  condition
existing at the time of the damage,  but not  Lessee'.s  fixtures,  equipment or
tenant improvements,  and this Lease shall continue in full force and effect, or
(ii) give  written  notice to Lessee  within  thirty (30) days after the date of
occurrence  of such damage of Lessor's  intention to cancel and  terminate  this
Lease, in which case this Lease shall terminate as of the date of the occurrence
of such damage.
         9.4 Damage Near End of Term.
                  (a)  Subject to  paragraph  9.4(b),  if at any time during the
last twelve (12) months of the term of this Lease there is substantial damage to
the Premises,  Lessor may at Lessor's  option cancel and terminate this Lease as
of the date of occurrence of such damage by giving  written  notice to Lessee of
Lessor's  election to do so within 30 days after the date of  occurrence of such
damage.
                  (b) Notwithstanding paragraph 9.4(a), in the event that Lessee
has an option to extend or renew  this  Lease,  and the time  within  which said
option may be exercised has not yet expired,  Lessee shall exercise such option,
if ii is to be  exercised  at all,  no later  than  twenty  (20) days  after the
occurrence  of an Insured Loss  falling  within the  classification  of Premises
Damage  during the last twelve (12) months of the term of this Lease.  If Lessee
duly exercises such option during said twenty (20) day period,  Lessor shall, at
Lessor's expense,  repair such damage, but not Lessee's  fixtures,  equipment or
tenant  improvements,  as soon as  reasonably  possible  and  this  Lease  shall
continue in full force and effect.  If Lessee  fails to  exercise  such  -option
during said twenty (20) day period, then Lessor may at Lessor's option terminate
and cancel  this Lease as of the  expiration  of said  twenty (20) day period by
giving  written  notice to Lessee of Lessor's  election to do so within ten (10)
days after the  expiration of said twenty (20) day period,  notwithstanding  any
term or provision in the grant of option to the contrary.
         9.5 Abatement of Rent; Lessee's Remedies.
                  (a) In the event  Lessor  repairs or restores  the Building or
Premises  pursuant to the  provisions  of this  paragraph 9, and any part of the
Premises  are not  usable  (including  loss of use  due to  loss  of  access  or
essential  services),  the rent payable hereunder  (including  Lessee's Share of
Operating Expense  Increase) for the period during which such damage,  repair or
restoration  continues  shall be  abated,  provided  (1) the  damage was not the
result of the negligence of Lessee,  and (2) such abatement shall only be to the
extent the operation and profitability of Lessee's business as operated from the
Premises is  adversely  affected.  Except for said  abatement  of rent,  if any,
Lessee shall have no claim against  Lessor for any damage  suffered by reason of
any such damage, destruction, repair or restoration.
                  (b) If Lessor  shall be  obligated  to repair or  restore  the
Premises or the Building  under the provisions of this Paragraph 9 and shall not
commence  such  repair  or  restoration  within  ninety  (90)  days  after  such
occurrence,  or if Lessor shall not complete the  restoration  and repair within
six (6) months after such  occurrence,  Lessee may at Lessee's option cancel and
terminate this Lease by giving Lessor written notice of Lessee's  election to do
so at any time prior to the  commencement or completion,  respectively,  of such
repair or  restoration.  In such event this Lease shall terminate as of the date
of such notice.
                  (c) Lessee agrees to cooperate with Lessor in connection  with
any such  restoration  and repair,  including  but not  limited to the  approval
and/or execution of plans and specifications  required. 
       9.6  Termination-Advance  Payments.  Upon  termination  of this  Lease
pursuant  to this  paragraph 9, an equitable  adjustment  shall be made 
concerning  advance  rent and any advance  payments  made by Lessee to
Lessor.  Lessor  shall,  in  addition,  return  to  Lessee  so much of
Lessee's  security  deposit  as has not  theretofore  been  applied by Lessor.
      9.7 Waiver.  Lessor and Lessee waive the  provisions of any statute which 
relate to termination  of leases when leased  property is destroyed and agree 
that such event shall be governed by the terms of this Lease.
10. Real Property Taxes.
         10.1  Payment of Taxes.  Lessor  shall pay the real  property  tax,  as
detained in paragraph 10.3, applicable to the Office Building Project subject to
reimbursement  by Lessee of Lessee's Share of such taxes in accordance  with the
provisions of paragraph 4.2, except as otherwise


<PAGE>



provided in paragraph 10.2.
         10.2  Additional  Improvements.  Lessee  shall not be  responsible  for
paying any increase in real property tax specified in the tax assessor's records
and work  sheets as being  caused by  additional  improvements  placed  upon the
Office  Building  Project  by  other  lessees  or by  Lessor  for the  exclusive
enjoyment of any other lessee.  Lessee shall, however, pay to Lessor at the time
that Operating  Expenses are payable under paragraph  4.2(c) the entirety of any
increase  in real  property  tax if  assessed  solely by  reason  of  additional
improvements placed upon the Premises by Lessee or a1 Lessee's request.
         10.3 Definition of "Real Property Tax." As used herein,  the term "real
property tax" shall include any form of real estate tax or assessment,  general,
special, ordinary or extraordinary,  and any license fee, commercial rental tax,
improvement bond or bonds, levy or tax (other than inheritance,  personal income
or estate taxes) imposed on the Office  Building  Project or any portion thereof
by any authority having the direct or indirect power to tax, including any city,
county,  state or federal  government,  or any school,  agricultural,  sanitary,
fire,  street,  drainage or other improvement  district thereof,  as against any
legal or equitable  interest of Lessor in the Office Building  Project or in any
portion thereof,  as against  Lessor's right to rent or other income  therefrom,
and as against  Lessor's  business of leasing the Office Building  Project.  The
term "real  property tax" shall also include any tax, fee,  levy,  assessment or
charge (i) in  substitution  of,  partially  or  totally,  any tax,  fee,  levy,
assessment  or  charge  hereinabove  included  within  the  definition  of "real
property tax," or (ii) the nature of which was hereinbefore  included within the
definition  of "real  property  tax," or (iii) which is imposed for a service or
right not charged  prior to June 1, 1978,  or, if previously  charged,  has been
increased  since June 1, 1978,  or (iv) which is imposed as a result of a change
in ownership, as defined by applicable local statutes for property tax purposes,
of the Office Building Project or which is added to a tax or charge hereinbefore
included  within the definition of real property tax by reason of such change of
ownership,  or  (v)  which  is  imposed  by  reason  of  this  transaction,  any
modifications or changes hereto, or any transfers hereof.
         10.4 Joint Assessment.  It the improvements or property,  the taxes for
which are to be paid  separately by Lessee under  paragraph 10.2 or 10.5 are not
separately assessed,  Lessee's portion of that tax shall be equitably determined
by Lessor from the respective  valuations assigned in the assessor's work sheets
or such other information (which may include the cost of construction) as may be
reasonably available.  Lessor's reasonable determination thereof, in good faith,
shall be conclusive.
         10.5 Personal  Property  Taxes.  (a) Lessee shall pay prior to  
delinquency  all taxes assessed  against and levied upon trade fixtures,  
furnishings,  equipmentand  all  other  personal  property  of  Lessee  
contained  in the  Premises  or elsewhere.  (b) If any of Lessee's said personal
property shall be assessed with Lessor's real  property,  Lessee shall pay to 
Lessor the taxes  attributable  to Lessee within ten (10) days after receipt of 
a written  statement  setting forth the taxes applicable to Lessee's property.
11. Utilities.
         11.1  Services  Provided  by  Lessor.  Lessor  shall  provide  heating,
ventilation,  air conditioning,  and janitorial service as reasonably  required,
reason- able amounts of  electricity  for normal  lighting and office  machines,
water for reasonable and normal drinking and lavatory use, and replacement light
bulbs and/or fluorescent tubes and ballasts for standard overhead fixtures.
         11.2 Services Exclusive to Lessee. Lessee shall pay for all water, gas,
heat,  light,  power,  telephone and other  utilities and services  specially or
exclusively  supplied  and/or metered  exclusively to the Premises or to Lessee,
together with any taxes thereon. If any such services are not separately metered
to the Premises, Lessee shall pay at Lessor's option, either Lessee's Share or a
reasonable  proportion to be determined by Lessor of al charges  Jointly metered
with other premises in the Building.
         11.3 Hours of Service.  Said services and  utilities  shall be provided
during generally accepted business days and hours or such other days or hours as
may hereafter be set forth. Utilities and services required at other times shall
be subject to advance request and  reimbursement by Lessee to Lessor of the cost
thereof.
         11.4 Excess Usage by Lessee.  Lessee shall not make  connection  to the
utilities  except by or through  existing  outlets  and shall not install or use
machinery or equipment in or about the Premises that uses excess water, lighting
or power,  or  suffer  or  permit  any act that  causes  extra  burden  upon the
utilities  or services,  including  but not limited to security  services,  over
standard  office usage for the Office  Building  Project.  Lessor shall  require
Lessee to reimburse Lessor for


<PAGE>



any excess expenses or costs that may arise out of a breach of this subparagraph
by Lessee.  Lessor may,  in its sole  discretion,  install at  Lessee's  expense
supplemental  equipment and/or separate  metering  applicable to Lessee's excess
usage or loading.
         11.5  Interruptions.  There  shall be no  abatement  of rent and Lessor
shall not be liable in any  respect  whatsoever  for the  insdequacy,  stoppage,
interruption or  discontinuance  of any utility or service due to riot,  strike,
labor  dispute,  breakdown,  accident,  repair or other  cause  beyond  Lessor's
reasonable control or in cooperation with governmental request or directions.
12. Assignment and Subletting.
         12.1 Lessor's  Consent  Required.  Lessee shall not  voluntarily  or by
operation of law assign,  transfer,  mortgage,  sublet, or otherwise transfer or
encumber all or any part of Lessee's  interest in the Lease or in the  Premises,
without  Lessor's  prior written  consent,  which Lessor shall not  unreasonably
withhold.  Lessor shall respond to Lessee's  request for consent  hereunder in a
timely manner and any attempted assignment,  transfer, mortgage,  encumbrance or
subletting  without such consent shall be void, and shall  constitute a material
default  and breach of this Lease  without  the need for notice to Lessee  under
paragraph 13.1. "Transfer" within the meaning of this paragraph 12 shall include
the transfer or transfers aggregating: (a) it Lessee is a corporation, more than
twenty-five  percent  (25%) of the voting stock of such  corporation,  or (b) if
Lessee is a partnership,  more than twenty-five  percent (25%) of the profit and
loss participation in such partnership.
         12.2 Lessee Affiliate. Notwithstanding the provisions of paragraph 12.1
hereof,  lessee may  assign or sublet  the  Premises,  or any  portion  thereof,
without Lessor's consent, to any corporation which controls, is controlled by or
is under common control with Lessee,  o' to any  corporation  resulting from the
merger or consolidation  with Lessee,  or to any person or entity which acquires
all the  assets of  Lessee  as a going  concern  of the  business  that is being
conducted on the Premises,  all of which are referred to as "Lessee  Affiliate";
provided that before such assignment shall be effective, (a) said assignee shall
assume, in full, the obligations of Lessee under this Lease and (b) Lessor shall
be given written notice of such assignment and  assumption.  Any such assignment
shall not, in any way,  affect or limit the  liability of Lessee under the terms
of this Lease  even if after such  assignment  or  subletting  the terms of this
Lease are  materially  changed or altered  without  the  consent of Lessee,  the
consent of whom shall not be necessary.
         12.3 Terms and Conditions Applicable to Assignment and Subletting.
(a) Regardless of Lessor's  consent,  no assignment or subletting  shall release
Lessee of  Lessee's  obligations  hereunder  or alter the primary  liability  of
Lessee to pay the rent and other sums due Lessor  hereunder  including  Lessee's
Share of Operating Expense Increase,  and to perform all other obligations to be
performed by Lessee hereunder.
                  (b) Lessor may accept  rent from any person  other than Lessee
pending approval or disapproval of such assignment.
                  (c)  Neither a delay in the  approval or  disapproval  of such
assignment or subletting,  nor the acceptance of rent, shall constitute a waiver
or estoppel of Lessor's  right to exercise its remedies for the breach of any of
the terms or conditions of this paragraph 12 or this Lease.
                  (d)  If  Lessee's  obligations  under  this  Lease  have  been
guaranteed  by third  parties,  then an  assignment  or  sublease,  and Lessor's
consent  thereto,  shall not be  effective  unless  said  guarantors  give their
written consent to such sublease and the terms hereof.
                  (e) The  consent  by Lessor to any  assignment  or  subletting
shall not  constitute a consent to any  subsequent  assignment  or subletting by
Lessee or to any  subsequent  or  successive  assignment  or  subletting  by the
sublessee. However, Lessor may consent to subsequent sublettings and assignments
of the sublease or any amendments or  modifications  thereto  without  notifying
Lessee or anyone  else liable on the Lease or  sublease  and  without  obtaining
their  consent and such action shall not relieve  such  persons  from  liability
under  this  Lease  or  said  sublease;  however,  such  persons  shall  not  be
responsible  to the  extent  any such  amendment  or  modification  enlarges  or
increases the  obligations  of the Lessee or sublessee  under this Lease or such
sublease.
                  (f) In the event of any default  under this Lease,  Lessor may
proceed directly against Lessee,  any guarantors or any one else responsible for
the performance of this Lease, including the sublessee, without first exhausting
Lessor's  remedies  against any other person or entity  responsible  therefor to
Lessor, or any security held by Lessor or Lessee.
                  (g) Lessor's written consent to any assignment or subletting 
of the Premises by


<PAGE>



Lessee shall not constitute an acknowledgment  that no default then exists under
this Lease of the  obligations  to be performed by Lessee nor shall such consent
be  deemed a waiver of any then  existing  default,  except as may be  otherwise
stated by Lessor at the time.
                  (h) The  discovery  of the tact that any  financial  statement
relied upon by Lessor in giving its consent to an assignment  or subletting  was
materially false shall, at Lessor's election,  render Lessor's said consent null
and void.
         12.4  Additional   Terms  and  Conditions   Applicable  to  Subletting.
Regardless of Lessor's  consent,  the following terms and conditions shall apply
to any  subletting  by  Lessee of all or any part of the  Premises  and shall be
deemed  included  in all  subleases  under this Lease  whether or not  expressly
incorporated therein:
                  (a)  Lessee  hereby  assigns  and  transfers  to Lessor all of
Lessee's interest in all rentals and income arising from any sublease heretofore
or  hereafter  made by Lessee,  and Lessor may collect  such rent and income and
apply same toward Lessee's obligations under this Lease; provided, however, that
until a default shall occur in the  performance  of Lessee's  obligations  under
this Lease, Lessee may receive,  collect and enjoy the rents accruing under such
sublease.  Lessor shall not, by reason of this or any other  assignment  of such
sublease  to  Lessor  nor by  reason  of the  collection  of  the  rents  from a
sublessee,  be  deemed  liable to the  sublessee  for any  failure  of Lessee to
perform and comply with any of Lessee's obligations to such sublessee under such
sublease.  Lessee hereby irrevocably  authorizes and directs any such sublessee,
upon receipt of a written  notice from Lessor  stating that a default  exists in
the perfomance of Lessee's  obligations  under this Lease,  to pay to Lessor the
rents  due and to  become  due  under  the  sublease.  Lessee  agrees  that such
sublessee  shall have the right to rely upon any such statement and request from
Lessor,  and that such  sublessee  shall pay such  rents to Lessor  without  any
obligation  or  right  to  inquire  as  to  whether  such  default   exists  and
notwithstanding  any notice  from or claim from Lessee to the  contrary.  Lessee
shall have no right or claim against said sublessee or Lessor for any such rents
so paid by said sublessee to Lessor.
                  (b) No  sublease  entered  into by Lessee  shall be  effective
unless and until it has been approved in writing by Lessor. In entering into any
sublease,  Lessee shall use only such form of sublessee  as is  satisfactory  to
Lessor,  and once  approved  by Lessor,  such  sublease  shall not be changed or
modified without  Lessor's prior written consent.  Any sublease shall, by reason
of  entering  into a sublease  under this Lease,  be deemed,  for the benefit of
Lessor,  to have  assumed  and agreed to conform  and comply with each and every
obligation  herein to be performed t)y Lessee other than such obligations as are
contrary to or  inconsistent  with  provisions  contained in a sublease to which
Lessor has expressly consented in writing.
                  (c) In the event Lessee shall  default in the  performance  of
its  obligations  under  this l ease.  Lessor  at its  option  and  without  any
obligation  to do so, may require any  sublessee  to attorn to Lessor,  in which
event Lessor shall  undertake the obligations of Lessee under such sublease from
the time of the  exercise of said option to the  termination  of such  sublease;
provided,  however, Lessor shall not be liable for any prepaid rents or security
deposit  paid by such  sublessee  to Lessee or for any other  prior  defaults of
Lessee under such sublease.
                  (d) No  sublessee  shall  further  assign or sublet all or any
part of the Premises without Lessor's prior written consent.
                  (e) With  respect  to any  subletting  to  which.h  Lessor has
consented, Lessor agrees to deliver a copy of any notice of default by Lessee to
the sublessee.  Such sublessee  shall have the right to cure a default of Lessee
within  three (3) days after  service of said  notice of default  upon such sub-
lessee,  and the sublessee shall have a right of  reimbursement  and offset from
and against Lessee for any such defaults cured by the sublessee.
         12.5 Lessor's Expenses.  In the event Lessee shall assign or sublet the
Premises or request the consent of Lessor to any  assignment or subletting or if
Lessee  shall  request the  consent of Lessor for any act Lessee  proposes to do
then  Lessee  shall pay  Lessor's  reasonable  costs and  expenses  incurred  in
connection  herewith,  including  attorneys',  architects',  engineers' or other
consultants fees.
         12.6 Conditions to Consent.  Lessor reserves the right to condition any
approval to assign or sublet upon Lessor's  determination  that (a) the proposed
assignee or  sublessee  shall  conduct a business  on the  Premises of a quality
substantially  equal to that of Lessee and consistent with the general character
of the other  occupants of the Office  Building  Project and not in violation of
any  exclusives  or rights  then  held by other  tenants,  and (b) the  proposed
assignee  or  sublessee  be at least as  financially  responsible  as Lessee was
expected to be at the time of the execution of this Lease or of such  assignment
or subletting, whichever is greater.


<PAGE>



13. Default; Remedies.
         13.1 Default. The occurrence of any one or more of the following events
shall constitute a material default of this Lease by Lessee:
                  (a) The  vacation or  abandonment  of the  Premises by Lessee.
Vacation of the Premises  shall include the failure to occupy the Premises for a
continuous period of sixty (60) days or more, whether or not the rent is paid.
                  (b) The breach by Lessee of any of the  covenants,  conditions
or provisions of paragraphs 7.3(a),  (b) or (d) (alterations),  12.1 (assignment
or subletting), 13.1(a) (vacation or abandonment), 13.1(e) (insolvency), 13.1(f)
(false  statement),  16(a) (estoppel  certificate),  30(b)  (subordination),  33
(auctions), or 41.1 (easements),  all of which are hereby deemed to be material,
non-curable  defaults  without the  necessity  of any notice by Lessor to Lessee
thereof.
                  (c) The  failure by Lessee to make any  payment of rent or any
other payment  required to be made by Lessee  hereunder,  as and when due, where
such failure shall  continue for a period of three (3) days after written notice
thereof  from Lessor to Lessee.  In the event that Lessor  serves  Lessee with a
Notice to Pay Rent or Quit pursuant to  applicable  Unlawful  Detainer  statutes
such  Notice to Pay Rent or Quit shall also  constitute  the notice  required by
this subparagraph.
                  (d) The  failure by Lessee to  observe  or perform  any of the
covenants, conditions or provisions of this Lease to be observed or performed by
Lessee other than those  referenced in subparagraphs  (b) and (c), above,  where
such  failure  shall  continue  for a period of thirty  (30) days after  written
notice thereof from Lessor to Lessee;  provided,  however, that if the nature of
Lessee's  noncompliance  is such that more than thirty (30) days are  reasonably
required  for its cure,  then  Lessee  shall not be deemed to be in  default  it
lessee  commenced  such cure within  said thirty (30) day period and  thereafter
diligently pursues such cure to completion.'To the extent permitted by law, such
thirty (30) day notice shall  constitute the sole and exclusive  notice required
to be given to Lessee under applicable Unlawful Detainer statutes.
                  (e) (i) The  making by Lessee of any  general  arrangement  or
general assignment for the benefit of creditors; (ii) Lessee becoming a "debtor"
as defined in 11 U.S.C.  Paragraph 101 or any successor statute thereto (unless,
in the case of a petition  filed against  Lessee,  the same is dismissed  within
sixty  (60)  days;  (iii) the  appointment  of a  trustee  or  receiver  to take
possession of substantially all of Lessee's assets located at the Premises or of
Lessee's  interest in this Lease,  where  possession  is not  restored to Lessee
within thirty (30) days;  or (iv) the  attachment,  execution or other  judicial
seizure of  substantially  ell of Lessee's  assets located at the Premises or of
Lessee's  interest in this Lease,  where such seizure is not  discharged  within
thirty (30) days. In the event that any provision of this  paragraph  13.1(e) is
contrary to any applicable law, such provision shall be of no force or effect.
                  (f) The discovery by Lessor that any financial statement given
to Lessor by  Lessee,  or its  successor  in  interest  or by any  guarantor  of
Lessee's obligation hereunder, was materially false.
         13.2 Remedies.  In the event of any material  default or breach of this
Lease by Lessee,  Lessor may at any time  thereafter,  with or without notice or
demand and without  limiting Lessor in the exercise of any right or remedy which
Lessor may have by reason of such default:
                  (a) Terminate  Lessee's right to possession of the Premises by
any lawful means,  in which case this Lease and the term hereof shall  terminate
and Lessee shall immediately  surrender possession of the Premises to Lessor. In
such event Lessor shall be entitled to recover from Lessee all damages  incurred
by Lessor by reason of Lessee's default including,  but not limited to, the cost
of  recovering  possession of the  Premises;  expenses of  reletting,  including
necessary renovation and alteration of the Premises, reasonable attorneys' fees,
and any real estate commission  actually paid; the worth at the time of award by
the court having jurisdiction thereof of the amount by which the unpaid rent for
the balance of the term after the time of such award  exceeds the amount of such
rental loss for the same period that Lessee proves could be reasonably  avoided;
that portion of the leasing  commission  paid by Lessor pursuant to paragraph 15
applicable to the unexpired term of this Lease.
                  (b) Maintain  Lessee's  right to possession in which case this
Lease  shall  continue  in effect  whether or not Lessee  shall have  vacated or
abandoned the Premises. In such event Lessor shall be entitled to enforce all of
Lessor's  rights and remedies  under this Lease,  including the right to recover
the rent as it becomes due hereunder.
(c) Pursue any other remedy now or hereafter  available to Lessor under the laws
or judicial  decisions of the state  wherein the  Premises  are located.  Unpaid
installments of rent

<PAGE>



and other unpaid  monetary  obligations  of Lessee under the terms of this Lease
shall bear interest from the date due at the maximum rate then allowable by law.
         13.3 Default by Lessor.  Lessor shall not be in default  unless  Lessor
fails to perform obligations required of Lessor within a reasonable time, but in
no event later than thirty  (30) days after  written  notice by Lessee to Lessor
and to the holder of any first  mortgage or deed of trust  covering the Premises
whose  name and  address  shall have  theretofore  been  furnished  to Lessee in
writing,  specifying  wherein  Lessor  has failed to  perform  such  obligation;
provided,  however,  that if the nature of Lessor's obligation is such that more
than thirty (30) days are required for  performance  then Lessor shall not be in
default it Lessor commences performance within such 30-day period and thereafter
diligently pursues the same to completion.
         13.4 Late  Charges.  Lessee  hereby  acknowledges  that late payment by
Lessee to Lessor of Base Rent,  Lessee's Share of Operating  Expense Increase or
other sums due hereunder  will cause Lessor to incur costs not  contemplated  by
this Lease, the exact amount of which will be extremely  difficult to ascertain.
Such costs include,  but are not limited to, processing and accounting  charges,
and late charges  which may be imposed on Lessor by the terms of any mortgage or
trust deed covering the Office Building Project. Accordingly, if any installment
of Base Rent, Operating Expense Increase, or any other sum due from Lessee shall
not be received by Lessor or Lessor's  designee  within ten (10) days after such
amount shall be due, then, without any requirement for notice to Lessee,  Lessee
shall  pay to  Lessor a late  charge  equal to 6% of such  overdue  amount.  The
parties  hereby  agree that such fate charge  represents  a fair and  reasonable
estimate  of the costs  Lessor  will incur by reason of late  payment by Lessee.
Acceptance  of such late charge by Lessor shall in no event  constitute a waiver
of Lessee's default with respect to such overdue amount, nor prevent Lessor from
exercising  any  of  the  other  rights  and  remedies  granted  hereunder.  
         14.Condemnation.  If the  Premises  or any portion  thereof or the 
Office  Building Project are taken under the power of eminent domain, or sold 
under the threat of the exercise of said power (all of which are herein called 
"condemnation"), this Lease  shall  terminate  as to the part so  taken as of 
the date the  condemning authority takes title or possession, whichever first 
occurs; provided that if so much  of the  Premises  or  the  Office  Building  
Project  are  taken  by  such condemnation  as would  substantially  and  
adversely  affect the  operation andprofitability  of Lessee's  business 
conducted from the Premises,  Lessee shall
have the option,  to be exercised  only in writing within thirty (30) days after
Lessor shall have given Lessee  written notice of such taking (or in the absence
of such notice,  within thirty (30) days after the  condemning  authority  shall
have taken  possession),  to terminate  this Lease as of the date the condemning
authority  takes such  possession.  If Lessee does not  terminate  this Lease in
accordance with the foregoing,  this Lease shall remain in full force and effect
as to the portion of the Premises  remaining,  except that the rent and Lessee's
Share of Operating  Expense Increase shall be reduced in the proportion that the
floor area of the Premises  taken bears to the total floor area of the Premises.
Common Areas taken shall be excluded  from the Common Areas usable by Lessee and
no  reduction  of rent shall occur with  respect  thereto or by reason  thereof.
Lessor shall have the option in its sole  discretion to terminate  this Lease as
of the taking of  possession  by the  condemning  authority,  by giving  written
notice to Lessee of such  election  within  thirty  (30} days  after  receipt of
notice of a taking by  condemnation  of any part of the  Premises  or the Office
Building Project. Any award for the taking of all or any part of the Premises or
the Office  Building  Project  under the power of eminent  domain or any payment
made under threat of the exercise of such power shall be the property of Lessor,
whether such award shall be made as compensation  for diminution in value of the
leasehold  or for the  taking of the fee,  or as  severance  damages;  provided,
however,  that Lessee  shall be entitled  to any  separate  award for loss of or
damage to Lessee's trade fixtures,  removable  personal property and unamortized
tenant improvements that have been paid for by Lessee. For that purpose the cost
of such  improvements  shall be amortized  over the original  term of this Lease
excluding any options.  In the event that this Lease is not terminated by reason
of such  condemnation,  Lessor shall to the extent of severance damages received
by Lessor  in  connection  with  such  condemnation,  repair  any  damage to the
Premises caused by such  condemnation  except to the extent that Lessee has been
reimbursed therefor by the condemning authority.  Lessee shall pay any amount in
excess of such severance damages required to complete such repair.  
       15. Broker's Fee.
(a) The brokers  involved in this transaction are N/A as "listing broker" and as
"cooperating broker," licensed real estate broker(s).  A "cooperating broker" is
defined as any

<PAGE>



broker  other than the  listing  broker  entitled  to a share of any  commission
arising under this Lease.  Upon execution of this Lease by both parties,  Lessor
shall  pay to said  brokers  Jointly,  or in such  separate  shares  as they may
mutually  designate  in  writing,  a fee as set  forth in a  separate  agreement
between  Lessor  and  said  broker(s),  or in the  event  there  is no  separate
agreement  between  Lessor  and  said  broker(s),  the sum of $ , for  brokerage
services rendered by said broker(s) to Lessor in this transaction.
         (b) Lessor further agrees that (i) if Lessee  exercises any Option,  as
detained in paragraph 39.1 of this Lease,  which is granted to Lessee under this
Lease, or any subsequently  granted option which is substantially  similar to an
Option granted to Lessee under this Lease, or (ii) if Lessee acquires any rights
to  the  Premises  or  other   premises   described  in  this  Lease  which  are
substantially  similar to what Lessee would have  acquired had an Option  herein
granted to Lessee been  exercised,  or (iii) if Lessee  remains in possession of
the Premises  after the expiration of the term of this Lease after having failed
to exercise an Option,  or (iv) it said broker(s) are the procuring cause of any
other lease or sale entered into between the parties  pertaining to the Premises
and/or any adjacent property in which Lessor has an interest, or (v) if the Base
Rent is  increased,  whether by agreement or operation of an  escalation  clause
contained herein, then as to any of said transactions or rent increases,  Lessor
shall pay said broker(s) a fee in accordance with the schedule of said broker(s)
in effect at the time of execution of this Lease.  Said fee shall be paid at the
time such increased rental is determined.
         (c) Lessor agrees to pay said fee not only on behalf of Lessor but also
on behalf of any person,  corporation,  association,  or other entity  having an
ownership  interest in said real property or any part thereof,  when such fee is
due hereunder.  Any transferee of Lessor's interest in this Lease,  whether such
transfer is by agreement or by operation of law, shall be deemed to have assumed
Lessor's obligation under this paragraph 15. Each listing and cooperating broker
shall be a third party beneficiary of the provisions of this paragraph 15 to the
extent of their  interest  in any  commission  arising  under this Lease and may
enforce that right directly against Lessor; provided,  however, that all brokers
having a right to any part of such total  commission  shall be a necessary party
to any suit with respect thereto.
         (d) Lessee  and Lessor  each  represent  and  warrant to the other that
neither has had any dealings with any person, firm, broker or finder (other than
the person(s),  if any, whose names are set forth in paragraph 15(a),  above) in
connection  with the  negotiation of this Lease and/or the  consummation  of the
transaction  contemplated  hereby, and no other broker or other person,  firm or
entity is entitled to any  commission  or finder's fee in  connection  with said
transaction  and Lessee and Lessor do each hereby  indemnify  and hold the other
harmless from and against any costs, expenses,  attorneys' fees or liability for
compensation or charges which may be claimed by any such unnamed broker,  finder
or other similar party by reason of any dealings or actions of the  indemnifying
party. 
            16. Estoppel Certificate.
         (a) Each party (as "responding  party") shall at any time upon not less
than ten (10) days'  prior  written  notice  from the other  party  ("requesting
partly") execute, acknowledge and deliver to the requesting party a statement in
writing  (i)  certifying  that this  Lease is  unmodified  and in full force and
effect (or, if modified,  stating the nature of such modification and certifying
that this Lease,  as so  modified,  is in full force and effect) and the date to
which  the  rent  and  other  charges  are  paid in  advance,  if any,  and (ii)
acknowledging  that there are not,  to the  responding  party's  knowledge,  any
uncured  defaults  on the  part of the  requesting  party,  or  specifying  such
defaults if any are claimed.  Any such statement may be conclusively relied upon
by any prospective  purchaser or encumbrancer of the Office Building  Project or
of the business of Lessee.
         (b) At the  requesting  party's  option,  the  failure to deliver  such
statement  within  such time  shall be a  material  default of this Lease by the
party who is to respond,  without any further. notice to such party, or it shall
be  conclusive  upon such party that (i) this Lease is in full force and effect,
without  modification except as may be represented by the requesting party, (ii)
there are no uncured defaults in the requesting party's  performance,  and (iii)
if Lessor is the requesting  party, not more than one month's rent has been paid
in advance.
         (c) If  Lessor  desires  to  finance,  refinance,  or sell  the  Office
Building  Project,  or any part thereof,  Lessee hereby agrees to deliver to any
lender or purchaser  designated by Lessor such financial statements of Lessee as
may be reasonably  required by such lender or purchaser.  Such statements  shall
include  the past  three (3) years'  financial  statements  of Lessee.  All such
financial statements shall be received by Lessor and such lender or purchaser in
confidence and


<PAGE>



shall be used only for the purposes herein set forth.
       17.  Lessor's  Liability.  The term  "Lessor" as used herein shall mean 
only the owner  or  owners,  at the time in  question,  of the fee  title  or a 
lessee'sinterest  in a ground  lease of the  Office  Building  Project,  and  
except  as
expressly  provided in paragraph  15, in the event of any transfer of such title
or interest,  Lessor herein named (and in case of any subsequent  transfers then
the grantor)  shall be relieved  from and after the date of such transfer of all
liability as respects Lessor's obligations thereafter to be performed,  provided
that any funds in the hands of  Lessor or the then  grantor  at the time of such
transfer,  in which Lessee has an  interest,  shall be delivered to the grantee.
The obligations contained in this Lease to be performed by Lessor shall, subject
as aforesaid,  be binding on Lessor's successors and assigns,  only during their
respective  periods  of  ownership.  
       18.  SeverabiIity.  The  invalidity  of any
provision of this Lease as determined by s court of competent jurisdiction shall
in no way affect the  validity of any other  provision  hereof.  
     19.Interest on Past-due  Obligations.  Except as expressly herein provided,
any amount due  toLessor  not paid when due shall bear  interest  at the maximum
rate  then  allowableby  law or  judgments  from the date due.  Payment  of such
interest  shall not  excuse or cure any  default  by Lessee  under  this  Lease;
provided,  however,  that interest shall not be payable on late charges incurred
by Lessee nor on any amounts upon which late charges are paid by Lessee.
       20.Time  of  Essence.  Time is of the essence with respect to the  
obligations to be performed  under this Lease.  
     21. Additional Rent All monetary  obligations of Lessee to Lessor under the
terms of this Lease,  including  but not limited to Lessee's  Share of Operating
Expense  Increase and any other expenses  payable by Lessee  hereunder  shall be
deemed to be rent.
      22.Incorporation of Prior Agreements;  Amendments. This Lease contains
all agreements of the parties with respect to any matter  mentioned  herein.  No
prior or  contemporaneous  agreement  or  understanding  pertaining  to any such
matter shall be effective. This Lease may be modified in writing only, signed by
the  parties in interest at the time of the  modification.  Except as  otherwise
stated in this Lease,  Lessee hereby  acknowledges  that neither the real estate
broker  listed  in  paragraph  15  hereof  nor any  cooperating  broker  on this
transaction  nor the Lessor or any employee or agents of any of said persons has
made any oral or written warranties or representations to Lessee relative to the
condition  or use by Lessee of the Premises or the Office  Building  Project and
Lessee  acknowledges  that  Lessee  assumes  all  responsibility  regarding  the
Occupational  Safety Health Act, the legal use and  adaptability of the Premises
and the compliance  thereof with all applicable  laws and  regulations in effect
during the term of this Lease.  
       23.Notices.  Any notice required or permitted to
be given hereunder shall be in writing and may be given by personal  delivery or
by certified  or  registered  mail,  and shall be deemed  sufficiently  given if
delivered  or  addressed  to Lessee or to Lessor at the  address  noted below or
adjacent to the signature of the respective  parties, as the case may be. Mailed
notices shall be deemed given upon actual  receipt at the address  required,  or
forty- eight hours following  deposit in the mail,  postage  prepaid,  whichever
first  occurs.  Either  party may by notice  to the  other  specify a  different
address for notice purposes  except that upon Lessee's taking  possession of the
Premises,  the Premises shall constitute Lessee's address for notice purposes. A
copy of all notices  required or permitted to be given to Lessor hereunder shall
be concurrently transmitted to such party or parties at such addresses as Lessor
may from time to time hereafter  designate by notice to Lessee.  
          24.Waivers.  No  waiver by Lessor  of any  provision  hereof  shall be
deemed a waiver of any other provision  hereof or of any subsequent  breach
by Lessee of the same or any other  provision.  Lessor's consent to, or approval
of, any act shall not be deemed to render  unnecessary the obtaining of Lessor's
consent to or approval of any subsequent  act by Lessee.  The acceptance of rent
hereunder by Lessor shall not be a waiver of any  preceding  breach by Lessee of
any  provision  hereof,  other than the failure of Lessee to pay the  particular
rent so accepted,  regardless of Lessor's  knowledge of such preceding breach at
the time of acceptance of such rent.
       25.Recording.  Either Lessor or Lessee shall,  upon request of the other,
execute,  acknowledge and deliver to the other a "short form" memorandum of this
Lease for  recording  purposes.  
       26.  Holding  Over.  If Lessee,  with  Lessor's
consent,  remains in  possession  of the Premises or any part thereof  after the
expiration of the term hereof,  such occupancy  shall be a tenancy from month to
month upon all the  provisions of this Lease  pertaining to the  obligations  of
Lessee,


<PAGE>



except that the rent  payable  shall be two hundred  percent  (200%) of the rent
payable  immediately  preceding  the  termination  date of this  Lease,  and all
Options,  If any,  granted  under  the  terms  of this  Lease  shall  be  deemed
terminated and be of no further  effect during said month to month tenancy.  
27.Cumulative  Remedies.  No remedy or election  hereunder  shall be deemed 
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.
     28.Covenants  and Conditions.  Each provision of this Lease  performable by
Lessee shall be deemed both a covenant and a condition.
     29.Binding  Effect;  Choice  of  Law.  Subject  to  any  provisions  hereof
restricting  assignment or subletting by Lessee and subject to the provisions of
paragraph 17, this Lease shall bind the parties, their personal representatives,
successors  and  assigns.  This Lease shall be governed by the laws of the State
where the Office Building Project is located and any litigation  concerning this
Lease  between the parties  hereto shall be initiated in the county in which the
Office Building Project is located.
          30.Subordination.
         (a) This  Lease,  and any  Option  or right  of first  refusal  granted
hereby, at Lessor's option, shall be subordinate to any ground lease,  mortgage,
deed of trust, or any other  hypothecation  or security now or hereafter  placed
upon  the  Office  Building  Project  and to any  and all  advances  made on the
security   thereof   and  to  all   renewals,   modifications,   consolidations,
replacements  and  extensions  thereof.   Notwithstanding   such  subordination,
Lessee's  right to quiet  possession  of the Premises  shall not be disturbed if
Lessee is not in default  and so long as Lessee  shall pay the rent and  observe
and perform all of the provisions of this Lease,  unless this Lease is otherwise
terminated  pursuant to its terms.  If any  mortgagee,  trustee or ground lessor
shall elect to have this Lease and any Options  granted hereby prior to the lien
of its mortgage,  deed of trust or ground lease,  and shall give written  notice
thereof to Lessee,  this Lease and such  Options  shall be deemed  prior to such
mortgage,  deed of trust or ground lease, whether this Lease or such Options are
dated prior or subsequent to the date of said mortgage,  deed of trust or ground
lease or the date of recording thereof.
         (b) Lessee  agrees to execute any  documents  required to effectuate an
attornment, a subordination,  or to make this Lease or any Option granted herein
prior to the lien of any mortgage,  deed of trust or ground  lease,  as the case
may be.  Lessee's  failure to execute such documents  within ten (10) days after
written demand shall constitute a material  default by Lessee hereunder  without
further  notice to Lessee or, at Lessor's  option,  Lessor  shall  execute  such
documents on behalf of Lessee as Lessee's  attorney-in-fact.  Lessee does hereby
make, constitute and irrevocably appoint Lessor as Lessee's attorney-in-fact and
in Lessee's name,  place and stead, to execute such documents in accordance with
this paragraph 30(b).
         31. Attorneys' Fees.
         31.1 If either party or the  broker(s)  named herein bring an action to
enforce the terms hereof or declare rights  hereunder,  the prevailing  party in
any such action,  trial or appeal  thereon,  shall be entitled to his reasonable
attorneys' fees to be paid by the losing party as fixed by the court in the same
or a separate  suit,  and  whether or not such  action is pursued to decision or
judgment.  The  provisions of this  paragraph  shall inure to the benefit of the
broker named herein who seeks to enforce a right hereunder.
         31.2 The attorneys' fee award shall not be computed in accordance  with
any court fee schedule,  but shall be such as to fully  reimburse all attorneys'
fees reasonably incurred in good faith.
31.3 Lessor shall be entitled to reasonable  attorneys' fees and all other costs
and expenses  incurred in the  preparation  and service of notice of default and
consultations  in connection  therewith,  whether or not a legal  transaction is
subsequently commenced in connection with such default.
32. Lessor's Access.
         32.1  Lessor  and  Lessor's  agents  shall  have the right to enter the
Premises at reasonable times for the purpose of inspecting the same,  performing
any services  required of Lessor,  showing the same to  prospective  purchasers,
lenders, or lessees,  taking such safety measures,  erecting such scaffolding or
other necessary structures,  making such alterations,  repairs,  improvements or
additions  to the  Premises  or to the  Office  Building  Project  as Lessor may
reasonably  deem necessary or desirable and the erecting,  using and maintaining
of utilities,  services,  pipes and conduits  through the Premises  and/or other
premises as long as there is no material  adverse  effect to Lessee's use of the
Premises. Lessor may at any time place on or


<PAGE>



about the Premises or the Building any ordinary  "For Sale" signs and Lessor may
at any time  during the last 120 days of the term  hereof  place on or about the
Premises any ordinary "For Lease" signs.
         32.2 All  activities  of Lessor  pursuant  to this  paragraph  shall be
without abatement of rent, nor shall Lessor have any liability to Lessee for the
same.
         32.3 Lessor  shall have the right to retain keys to the Premises and to
unlock all doors in or upon the Premises other than to tiles,  vaults and sates.
and in the case of emergency to enter the Premises by any reasonably appropriate
means,  and any such entry shall not be deemed a forcible  or unlawful  entry or
detainer of the Premises or an eviction.  Lessee  waives any charges for damages
or injuries or  interference  with  Lessee's  property or business in connection
therewith.  
        33.Auctions.  Lessee shall not conduct,  nor permit to be conducted,
either voluntarily or involuntarily, any auction upon the Premises or the Common
Areas   without  first  having   obtained   Lessor's   prior  written   consent.
Notwithstanding  anything to the  contrary in this  Lease,  Lessor  shall not be
obligated to exercise any standard of reasonableness  in determining  whether to
grant such  consent.  The holding of any auction on the Premises or Common Areas
in  violation of this  paragraph  shall  constitute  a material  default of this
Lease. 
       34.Signs. Lessee shall not place any sign upon the Premises or the Office
Building Project without Lessor's prior written consent.  Under no circumstances
shall Lessee place a sign on any roof of the Office Building Project. 
     35.Merger.The  voluntary or other  surrender of this Lease by Lessee,  or a
mutual  cancellation  thereof,  or a  termination  by  Lessor,  shall not work a
merger,  and  shall,  at the  option of Lessor,  terminate  all or any  existing
subtenancies or may, at the option of Lessor, operate as an assignment to Lessor
of any or all of such subtenancies.
       36.Consents.  Except for paragraphs 33 (auctions) and 34
(signs)  hereof,  wherever in this Lease the consent of one party is required to
an act of the other party such  consent  shall not be  unreasonably  withheld or
delayed.  
       37.  Guarantor.  In the event that there is a guarantor of this Lease,
said  guarantor  shall have the same  obligations  as Lessee  under this  Lease.
     38.Quiet  Possession.  Upon  Lessee  paying the rent for the  Premises  and
observing and  performing  all of the  covenants,  conditions  and provisions on
Lessee's  part to be observed and performed  hereunder,  Lessee shall have quiet
possession  of the  Premises  for the entire term  hereof  subject to all of the
provisions  of this Lease.  The  individuals  executing  this Lease on behalf of
Lessor  represent  and  warrant  to Lessee  that they are fully  authorized  and
legally  capable  of  executing  this  Lease on behalf  of Lessor  and that such
execution  is binding  upon all  parties  holding an  ownership  interest in the
Office Building Project.
         39.Options.
         39.1  Definition.  As used in this  paragraph the word "Option" has the
following  meaning:  (1) the right or option to extend the term of this Lease or
to renew  this  Lease or to extend or renew any lease  that  Lessee has on other
property  of  Lessor;  (2) the  option  of right of first  refusal  to lease the
Premises or the right of first offer to lease the Premises or the right of first
refusal  to lease  other  space  within  the  Office  Building  Project or other
property of Lessor or the right of first  offer to lease other space  within the
Office Building Project or other property of Lessor;  (3) the right or option to
purchase  the  Premises or the Office  Building  Project,  or the right of first
refusal to purchase the Premises or the Office Building  Project or the right of
first offer to purchase  the  Premises or the Office  Building  Project,  or the
right or option to  purchase  other  property  of Lessor,  or the right of first
refusal to  purchase  other  property  of Lessor or the right of first  offer to
purchase other property of Lessor.
         39.2 Options  Personal.  Each Option granted to Lessee in this Lease is
personal to the original Lessee and may be exercised only by the original Lessee
while  occupying  the  Premises  who does so without  the  intent of  thereafter
assigning this Lease or subletting the Premises or any portion thereof,  and may
not be exercised  or be assigned,  voluntarily  or  involuntarily,  by or to any
person or entity other than  Lessee;  provided,  however,  that an Option may be
exercised by or assigned to any Iessee Affiliate as defined in paragraph 12.2 of
this Lease.  The Options,  if any,  herein  granted to Lessee are not assignable
separate and apart from this Lease,  nor may any Option be  separated  from this
Lease in any manner, either by reservation or otherwise.
         39.3  Multiple  Options.  In the event  that  Lessee  has any  multiple
options to extend or renew this Lease a later option cannot be exercised  unless
the prior option to extend or renew this Lease has been so exercised.


<PAGE>



         39.4 Effect of Default on Options.
                  (a)  Lessee  shall  have  no  right  to  exercise  an  Option,
notwithstanding any provision in the grant of Option to the contrary, (i) during
the time  commencing  from the date  Lessor  gives to Lessee a notice of default
pursuant to paragraph  13.1(c) or 13.1(d) and continuing until the noncompliance
alleged in said  notice of default is cured,  or (ii)  during the period of time
commencing  on the day after a monetary  obligation to Lessor is due from Lessee
and unpaid  (without any necessity for notice  thereof to Lessee) and continuing
until the  obligation  is paid,  or (iii) in the event that  Lessor has given to
Lessee three or more notices of default under  paragraph  13.1(c),  or paragraph
13.1(d),  whether or not the defaults  are cured,  during the 12 month period of
time immediately  prior to the time that Lessee attempts to exercise the subject
Option, (iv) if Lessee has committed any non-curable  breach,  including without
limitation those described in paragraph  13.1(b),  or is otherwise in default of
any of the terms, covenants or conditions of this Lease.
                  (b) The period of time within which an Option may be exercised
shall not be extended or enlarged by reason of Lessee's inability to exercise an
Option because of the provisions of paragraph 39.4(a).
                  (c) All  rights of Lessee  under the  provisions  of an Option
shall terminate and be of no further force or effect,  notwithstanding  Lessee's
due and timely  exercise of the Option,  it, after such  exercise and during the
term of this Lease,  (i) Lessee fails to pay to Lessor a monetary  obligation of
Lessee  for a period of thirty  (30) days  after  such  obligation  becomes  due
(without  any  necessity  of Lessor to give notice  thereof to Lessee),  or (ii)
Lessee fails to commence to cure a default specified in paragraph 13.1(d) within
thirty  (30)  days  after the date that  Lessor  gives  notice to Lessee of such
default  and/or Lessee fails  thereafter to  diligently  prosecute  said cure to
completion,  or (iii)  Lessor  gives to Lessee  three or more notices of default
under paragraph 13.1(c),  or paragraph 13.1(d),  whether or not the defaults are
cured, or (iv) if Lessee has committed any non-curable breach, including without
limitation those described in paragraph  13.1(b),  or is otherwise in default of
any  of  the  terms,  covenants  and  conditions  of  this  Lease.   
         40.Security Measures-Lessor's Reservations.
         40.1 Lessee  hereby  acknowledges  that Lessor shall have no obligation
whatsoever to provide guard service or other  security  measures for the benefit
of  the  Premises  or  the  Office   Building   Project.   Lessee   assumes  all
responsibility  for the protection of Lessee,  its agents,  and invitees and the
property  of Lessee  and of  Lessee's  agents  and  invitees  from acts of third
parties. Nothing herein contained shall prevent Lessor, at Lessor's sole option,
from providing  security  protection for the Office Building Project or any part
thereof, in which event the cost thereof shall be included within the definition
of Operating Expenses, as set forth in paragraph 4.2(b).
         40.2 Lessor shall have the following rights:
                  (a) To  change  the  name,  address  or  title  of the  Office
Building  Project or building in which the  Premises  are located  upon not less
than 90 days prior written notice;
                  (b) To, at Lessee's  expense,  provide  and  install  Building
standard  graphics on the door of the Premises  and such  portions of the Common
Areas as Lessor shall reasonably deem appropriate;
                  (c) To permit any lessee the  exclusive  right to conduct  any
business as long as such exclusive  does not conflict with any rights  expressly
given herein;
                  (d) To  place  such  signs,  notices  or  displays  as  Lessor
reasonably deems necessary or advisable upon the roof, exterior of the buildings
or the Office Building Project or on pole signs in the Common Areas;
         40.3 Lessee shall not:
                  (a) Use a  representation  (photographic  or otherwise) of the
Building or the Office  Building  Project or their  name(s) in  connection  with
Lessee's business;
                  (b) Suffer or permit anyone, except in emergency, to go upon 
the roof of the Building.
41. Easements.
         41.1 Lessor  reserves to itself the right,  from time to time, to grant
such easements, rights and dedications that Lessor deems necessary or desirable,
and to cause the  recordation of Parcel Maps and  restrictions,  so long as such
easements,  rights,  dedications,  Maps  and  restrictions  do not  unreasonably
interfere  with the use of the Premises by Lessee.  Lessee shall sign any of the
aforementioned documents upon request of Lessor and failure to do so shall


<PAGE>



constitute  a  material  default of this  Lease by Lessee  without  the need for
further notice to Lessee.
         41.2 The  obstruction of Lessee's view,  air, or light by any structure
erected in the  vicinity of the  Building,  whether by Lessor or third  parties,
shall  in no way  affect  this  Lease  or  impose  any  liability  upon  Lessor.
42.Performance  Under  Protest.  If at any time a dispute  shall arise as to any
amount or sum of money to be paid by one party to the other under the provisions
hereof, the party against whom the obligation to pay the money is asserted shall
have the right to make payment  "under  protest"  and such payment  shall not be
regarded as a voluntary  payment,  and there shall survive the right on the part
of said  party  to  institute  suit for  recovery  of such  sum.  If it shall be
adjudged  that  there was no legal  obligation  on the part of said party to pay
such sum or any part  thereof,  said party shall be entitled to recover such sum
or so much thereof as it was not legally required to pay under the provisions of
this  Lease.  
         43.Authority.  If Lessee is a  corporation,  trust,  or general or
limited partnership,  Lessee, and each individual executing this Lease on behalf
of such entity  represent and warrant that such individual is duly authorized to
execute  and  deliver  this  Lease on  behalf  of said  entity.  If  Lessee is a
corporation,  trust or partnership,  Lessee shall, within thirty (30) days after
execution  of  this  Lease,   deliver  to  Lessor  evidence  of  such  authority
satisfactory  to  Lessor.   
44.Conflict.   Any  conflict   between  the  printed
provisions, Exhibits or Addenda of this Lease end the typewritten or.handwritten
provisions,  it any,  shall be  controlled  by the  typewritten  or  handwritten
provisions.  
45. No Offer. Preparation of this Lease by Lessor or Lessor's agent
and  submission  of same to  Lessee  shall  not be  deemed an offer to Lessee to
lease.  This Lease shall  become  binding upon Lessor and Lessee only when fully
executed by both  parties.  
46.Lender  Modification.  Lessee agrees to make such
reasonable  modifications  to this  Lease as may be  reasonably  required  by an
institutional  lender in connection  with the  obtaining of normal  financing or
refinancing of the Office Building Project.  
47. Multiple Parties.  If more than one  person  or entity is named as  either  
Lessor or Lessee  herein,  except as otherwise  expressly  provided  herein,  
the obligations of the Lessor or Lessee
herein shall be the joint and several  responsibility of all persons or entities
named herein as such Lessor or Lessee, respectively.  
48.Work Letter. This Leaseis  supplemented by that certain Work Letter of even 
date executed by Lessor and
Lessee, attached hereto as Exhibit C, and incorporated herein by this reference.
49.Attachments  Attached hereto are the following  documents which  constitute a
part of this Lease:


         LESSOR AND LESSEE HAVE  CAREFULLY READ AND REVIEWED THIS LEASE AND EACH
TERM AND PROVISION  CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR
INFORMED AND VOLUNTARY  CONSENT  THERETO.  THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND  EFFECTUATE  THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.

         IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO
YOUR ATTORNEY FOR HIS APPROVAL NO  REPRESENTATION  OR  RECOMMENDATION IS MADE BY
THE AMERICAN  INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKER OR
ITS  AGENTS OR  EMPLOYEES  AS TO THE LEGAL  SUFFICIENCY,  LEGAL  EFFECT,  OR TAX
CONSEQUENCES  OF THIS LEASE OR THE  TRANSACTION  RELATING  THERETO;  THE PARTIES
SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND
TAX CONSEQUENCES OF THIS LEASE.

Dated: June 1, 1996
By and Between Fritz Brand (lessor) and Sonoma National Bank (lessee)
GENERAL RULES
         1. Lessee shall not suffer or permit the obstruction of any Common 
Areas, including driveways, walkways and stairways.
         2. Lessor reserves the right to refuse access to any persons Lessor in 
good faith judges


<PAGE>



to be a threat to the safety, reputation, or property of the Office Building 
Project and its occupants.
         3.  Lessee  shall not make or permit  any noise or odors  that annoy or
interfere  with  other  lessees  or persons  having  business  within the Office
Building Project.
         4. Lessee shall not keep  animals or birds  within the Office  Building
Project, and shall not bring bicycles,  motorcycles or other vehicles into areas
not designated as authorized for same.
         5. Lessee shall not make, suffer or permit litter except in appropriate
receptacles for that purpose.
         6. Lessee shall not alter any lock or install new or additional locks 
or bolts.
         7. Lessee shall be responsible for the inappropriate use of any toilet 
rooms, plumbing or other utilities. No foreign substances of any kind are to be 
inserted therein.
         8. Lessee shall not deface the walls, partitions or other surfaces of 
the premises or Office Building Project.
         9.  Lessee  shall  not  suffer or  permit  any  thing in or around  the
Premises or Building  that causes  excessive  vibration or floor  loading in any
part of the Office Building Project.
         10. Furniture, significant freight and equipment shall be moved into or
out of the building only with the Lessor's knowledge and consent, and subject to
such  reasonable  limitations,  techniques  and timing,  as may be designated by
Lessor.  Lessee  shall be  responsible  for any  damage to the  Office  Building
Project arising from any such activity.
         11. Lessee shall not employ any service or contractor for services or 
work to be performed in the Building, except as approved by Lessor.
         12. Lessor reserves the right to close and lock the Building on 
Saturdays,  Sundays and legal holidays, and on other days between the hours of 6
P.M. and 7 A.M. of the  following  day. If Lessee uses the Premises  during such
periods,  Lessee shall be responsible for securely locking any doors it may have
opened for entry.
         13. Lessee shall return all keys at the  termination of its tenancy and
shall be responsible for the cost of replacing any keys that are lost.
         14. No window coverings, shades or awnings shall be installed or used 
by Lessee.
         15. No Lessee, employee or invitee shall go upon the roof of the 
Building.
16. Lessee shall not suffer or permit  smoking or carrying of lighted  cigars or
cigarettes   in  areas   reasonably   designated  by  Lessor  or  by  applicable
governmental agencies as non-smoking areas.
         17. Lessee shall not use any method of heating or air conditioning 
other than as provided by Lessor.
         18. Lessee shall not install,  maintain or operate any vending machines
upon the Premises without Lessor's written consent.
         19. The Premises shall not be used for lodging or manufacturing, 
cooking or food preparation.
         20. Lessee shall comply with all safety, tire protection and evacuation
regulations established by Lessor or any applicable governmental agency.
         21.  Lessor  reserves  the  right  to waive  any one of these  rules or
regulations,  and/or as to any particular  Lessee, and any such waiver shall not
constitute  a  waiver  of  any  other  rule  or  regulation  or  any  subsequent
application thereof to such Lessee.
         22. Lessee assumes all risks from theft or vandalism and agrees to keep
its Premises locked as may be required.
         23. Lessor reserves the right to make such other  reasonable  rules and
regulations  as it may from  time to time  deem  necessary  for the  appropriate
operation and safety of the Office  Building  Project and its occupants.  Lessee
agrees to abide by these and such rules and regulations,

ADDENDUM #1 TO STANDARD INDUSTRIAL LEASE BY AND BETWEEN FRITZ BRAND
(LESSOR) AND SONOMA NATIONAL BANK (LESSEE) FOR 751 AND 755 FOURTH STREET,
SANTA ROSA, CALIFORNIA

The undersigned Parties hereby agree as follows:

50. USE PERMIT:

         Use  permits  from  previous  leases  continue  to apply to this  lease
agreement.


<PAGE>



51. BUILDING SIGNAGE:

         Lessee to pay for any signage on or around the building.

52. SCHEDULE OF BASE RENT:

         Months 1-12 13-24 Lease Payment 11,725.00 11,725.00 + CPI

53. HAZARDOUS WASTE:

         If Lessee uses,  stores,  or becomes  aware of any  hazardous  waste or
substances as listed by Proposition 65, they will notify Lessor within three (3)
days of such  existence  and obtain  approval  from  Lessor and the  appropriate
governing  agencies  within thirty (30) calendar days of notification of Lessor.
Lessee shall remove and clean up any  hazardous  waste spill caused by Lessee to
standards  required by the appropriate  governing agencies within the sixty (60)
days set forth above,  then Lessor may complete the cleanup which costs therefor
shall be the responsibility of Lessee to pay within thirty (30) calendar days of
receipt of invoice therefor.

54. OPTION TO EXTEND:

         Lessor  hereby  grants to Lessee  the option to extend the term of this
Lease for two (2) two (2) year periods ("extended  terms") following  expiration
of the initial term and the first extended term, by giving notice of exercise of
the option  ("option  notice") to Lessor at least two (2)  months,  but not more
than six (6) months before the  expiration  of the term,  or the first  extended
term, as the case may be,  provided that, if Lessee is in default on the date an
extended  term is to  commence,  the  extended  term shall not commence and this
Lease shall  expire at the end of the existing  term.  The rent for the extended
term or terms  shall be the rent then in  effect  for the last year of the prior
term  increased  effective on the  beginning  date of the extended term and each
year thereafter  during the balance of the extended term or terms to reflect any
annual increased in the cost of living as provided in Paragraph 4.3 above.
         Tenant  shall  have no other  right to extend  the term  beyond the two
extended terms set forth above.

         The herein  addendum,  upon its execution by both parties,  is herewith
made an integral part of the aforementioned lease.

Lessor                                               Lessee

Signed by Fritz Brand                 Signed by Deborah A. Meekins, Pres. & CEO
Fritz Brand Trustee                   Sonoma National Bank

Date 8/15/96