FOUNTAINGROVE CENTER
                       3558 ROUND BARN BOULEVARD
                        SANTA ROSA, CALIFORNIA






                        OFFICE LEASE AGREEMENT


                                BETWEEN


    CA-FOUNTAINGROVE CENTER LIMITED PARTNERSHIP, a Delaware limited
                              partnership
                             ("LANDLORD")


                                  AND


                         SONOMA NATIONAL BANK
                              ("TENANT")

                        OFFICE LEASE AGREEMENT

     THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into
as   of  the  _____  day  of  __________,  2003,  by  and  between  CA-
FOUNTAINGROVE   CENTER   LIMITED  PARTNERSHIP,   a   Delaware   limited
partnership  ("Landlord")  and SONOMA NATIONAL  BANK  ("Tenant").   The
following  exhibits and attachments are incorporated into  and  made  a
part  of  the  Lease:  Exhibit A (Outline and  Location  of  Premises),
Exhibit  A-1  (Outline  and  Location of  Offering  Space),  Exhibit  B
(Expenses  and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement
Letter),  Exhibit  E  (Building  Rules  and  Regulations),  Exhibit   F
(Additional Provisions) and Exhibit G (Parking Agreement).

1.   Basic Lease Information.

  1.01   "Building" shall mean the building located at 3558 Round  Barn
          Boulevard,  Santa Rosa, California, commonly  known  as  3558
          Round  Barn  Boulevard.   "Rentable  Square  Footage  of  the
          Building" is deemed to be 161,055 square feet based upon  the
          combined   rentable  area  of  the  buildings  described   in
          Section 1.04 below.

  1.02   "Premises"  shall  mean the area shown on Exhibit  A  to  this
          Lease.  The Premises is located on the 3rd floor and known as
          Suite No. 300. If the Premises include one or more floors  in
          their entirety, all corridors and restroom facilities located
          on  such  full  floor(s)  shall be  considered  part  of  the
          Premises.  The "Rentable Square Footage of the  Premises"  is
          deemed   to  be  17,061  square  feet.  Landlord  and  Tenant
          stipulate and agree that the Rentable Square Footage  of  the
          Building and the Rentable Square Footage of the Premises  are
          correct.

  1.03   "Base Rent":

            Months of Term         Annual Rate           Monthly
                                 Per Square Foot        Base Rent

                1 - 27               $14.40             $20,473.20
                28 - 51              $15.24             $21,667.47
                52 - 75              $16.12             $22,918.61
                76 - 99              $17.06             $24,255.06
               100 - 123             $18.05             $25,662.59

          Notwithstanding anything in this Section of the Lease to  the
          contrary,  so  long  as Tenant is not in default  under  this
          Lease,  Tenant shall be entitled to an abatement of (i)  Base
          Rent  in the amount of $20,473.20 per month for 3 consecutive
          full calendar months of the Term, beginning with the 1st full
          calendar month of the Term (the "Rent Abatement Period"), and
          (ii)  Tenant's Pro Rata Share of Expenses and  Taxes  in  the
          amount  of  $11,942.70 per month during  the  Rent  Abatement
          Period.  The total amount of Base Rent abated during the Rent
          Abatement  Period  shall equal $61,419.60 (the  "Abated  Base
          Rent")  and  the  total amount of Expenses and  Taxes  abated
          during  Rent  Abatement  Period shall equal  $35,828.10  (the
          "Abated Expenses and Taxes").  If Tenant defaults at any time
          during  the  Term and fails to cure such default  within  any
          applicable cure period under the Lease, all Abated Base  Rent
          and  all  Abated Expenses and Taxes shall immediately  become
          due  and  payable.  The payment by Tenant of the Abated  Base
          Rent  and  the Abated Expenses and Taxes in the  event  of  a
          default  shall  not limit or affect any of  Landlord's  other
          rights,  pursuant  to  this Lease or at  law  or  in  equity.
          During the Rent Abatement Period, only Base Rent and Tenant's
          Pro Rata Share of Expenses and Taxes shall be abated, and all
          other  Additional Rent and other costs and charges  specified
          in this Lease shall remain as due and payable pursuant to the
          provisions of this Lease.

  1.04   "Tenant's  Pro  Rata  Share":   10.5933%.   For  purposes   of
          determining  Tenant's Pro Rata Share, and as used  throughout
          Exhibit   B  of  this  Lease,  the  "Building"  shall   mean,
          collectively,  the  3 buildings located at  3550  Round  Barn
          Boulevard,  3554  Round Barn Boulevard and  3558  Round  Barn
          Boulevard,  all located in Santa Rosa, California,  it  being
          understood  and  agreed that all of the foregoing  buildings,
          collectively, are treated as a single building  for  purposes
          of  obtaining or providing services or otherwise  determining
          Expenses  and/or  Taxes.  In calculating  Tenant's  Pro  Rata
          Share  of Expenses and/or Taxes with respect to the Premises,
          the  "Rentable Square Footage of the Building"  described  in
          Section 1.01 above reflects the combined rentable area in the
          foregoing  buildings, collectively, and  "Tenant's  Pro  Rata
          Share"  with respect to the Premises, as described above,  is
          based  upon  the  foregoing Rentable Square  Footage  of  the
          Building.  However, notwithstanding the foregoing, if one  or
          more  buildings  are  removed from  the  group  of  buildings
          comprising the Building, as described above in this  Section,
          whether  as  a  result  of  a  sale  or  demolition  of   the
          building(s)  or otherwise, or if one or more buildings  owned
          by  Landlord  are added to the group of buildings  comprising
          the  Building, as described above in this Section,  then  the
          definition of "Building" and the "Rentable Square Footage  of
          the  Building", as described in this Section 1, and "Tenant's
          Pro  Rata  Share"  with  respect to the  Premises,  shall  be
          appropriately modified or adjusted to reflect the deletion or
          addition  of such buildings, and, if Tenant's Pro Rata  Share
          of  Expenses  and/or Taxes with respect to  the  Premises  is
          based  upon  increases in Expenses and/or Taxes over  a  Base
          Year,  then Expenses and/or Taxes for the Base Year shall  be
          restated  on a going forward basis effective as of  the  date
          such  buildings  are deleted or added to  the  definition  of
          Building as described in this Section.

          "Tenant's  Monthly  Expense  and Tax  Payment":   $11,942.70,
          which  is  Tenant's  Pro Rata Share of the monthly  estimated
          Expenses and monthly estimated Taxes (as more fully described
          in,  and  subject  to adjustment as described  in  Exhibit  B
          attached hereto).  The fourth monthly installment of Tenant's
          Monthly Expense and Tax Payment shall be due and payable upon
          execution and delivery of this Lease by Tenant.

  1.05   "Base Year":  Intentionally Omitted.

  1.06   "Term":  A  period of 123 months.  Subject to Section  3,  the
          Term shall commence on June 1, 2004 (the "Commencement Date")
          and,  unless terminated early in accordance with this  Lease,
          end on August 31, 2014 (the "Termination Date").

  1.07   Allowance(s):   An  amount not to exceed  $70,000.00  as  more
          fully described on Exhibit C attached to this Lease.

  1.08   "Security  Deposit":  $40,500.00, as more fully  described  in
          Section 6.

  1.09   "Guarantor(s)":  As of the date of this Lease,  there  are  no
          Guarantors.  Concurrent with Tenant's execution and  delivery
          of  this Lease, Tenant shall cause each Guarantor, if any, to
          execute and deliver a guaranty in favor of Landlord on a form
          reasonably approved by Landlord.

  1.10   "Broker(s)":  Keegan & Coppin.

  1.11   "Permitted  Use":   General office use; provided  that  in  no
          event shall the Premises, or any portion of the Premises,  be
          used   as  a  restaurant  or  caf,  conducting  retail   food
          operations.

  1.12   "Notice Address(es)":

          Landlord:                          Tenant:

          CA-Fountaingrove Center  Limited   801 Fourth Street
          Partnership                        Santa Rosa, CA 95404
          c/o  Equity  Office  Management,   Attn:  Debbie Meekins
          L.L.C.                             Phone:  707-579-2265
          3554 Round Barn Boulevard          Fax:  707-569-7636
          Suite 207
          Santa Rosa, California 95403
          Attn:  Property Manager

          A  copy  of  any notices to Landlord shall be sent to  Equity
          Office,  Two  North  Riverside Plaza,  Suite  2100,  Chicago,
          Illinois, 60606, Attn: San Francisco Regional Counsel.

  1.13   "Business  Day(s)"  are Monday through Friday  of  each  week,
          exclusive  of  New Year's Day, Presidents Day, Memorial  Day,
          Independence  Day, Labor Day, Thanksgiving Day and  Christmas
          Day ("Holidays").  Landlord may designate additional Holidays
          that are commonly recognized by other office buildings in the
          area where the Building is located.  "Building Service Hours"
          are 8:00 a.m. to 6:00 p.m. on Business Days.

  1.14   "Landlord  Work"  means  the work, if any,  that  Landlord  is
          obligated  to perform in the Premises pursuant to a  separate
          agreement (the "Work Letter"), if any, attached to this Lease
          as Exhibit C.

  1.15   "Property"  means the Building and the parcel(s)  of  land  on
          which  it  is  located  and,  at Landlord's  discretion,  the
          parking  facilities and other improvements, if  any,  serving
          the  Building  and the parcel(s) of land on  which  they  are
          located.

2.   Lease Grant.

  The  Premises  are  hereby leased to Tenant from  Landlord,  together
with  the right to use any portions of the Property that are designated
by  Landlord  for  the  common use of tenants and others  (the  "Common
Areas").

3.   Adjustment of Commencement Date; Possession.

  3.01   If Landlord is required to perform Landlord Work prior to  the
Commencement  Date:  (a)  the date set forth in  Section  1.06  as  the
Commencement  Date shall instead be defined as the "Target Commencement
Date"; (b) the actual Commencement Date shall be the date on which  the
Landlord  Work is Substantially Complete (defined below); and  (c)  the
Termination  Date will be the last day of the Term as determined  based
upon the actual Commencement Date.  Landlord's failure to Substantially
Complete the Landlord Work by the Target Commencement Date shall not be
a  default by Landlord or otherwise render Landlord liable for damages.
Promptly after the determination of the Commencement Date, Landlord and
Tenant  shall enter into a commencement letter agreement  in  the  form
attached  as Exhibit D.  If the Termination Date does not fall  on  the
last  day of a calendar month, Landlord and Tenant may elect to  adjust
the  Termination Date to the last day of the calendar  month  in  which
Termination  Date  occurs  by the mutual execution  of  a  commencement
letter agreement setting forth such adjusted date.   The Landlord  Work
shall  be  deemed to be "Substantially Complete" on the date  that  all
Landlord   Work  has  been  performed,  other  than  any   details   of
construction,  mechanical adjustment or any other similar  matter,  the
non-completion of which does not materially interfere with Tenant's use
of  the  Premises.  If Landlord is delayed in the  performance  of  the
Landlord  Work  as  a result of the acts or omissions  of  Tenant,  the
Tenant  Related  Parties (defined in Section 13)  or  their  respective
contractors   or   vendors,  including,  without  limitation,   changes
requested by Tenant to approved plans, Tenant's failure to comply  with
any of its obligations under this Lease, any delays attributable to the
installation  of  Tenant's rolling file systems  and  any  accompanying
leasehold  or building modifications installed in connection therewith,
or the specification of any materials or equipment with long lead times
(a   "Tenant  Delay"),  the  Landlord  Work  shall  be  deemed  to   be
Substantially Complete on the date that Landlord could reasonably  have
been  expected to Substantially Complete the Landlord Work  absent  any
Tenant Delay.

Notwithstanding  the  foregoing,  if  the  Commencement  Date  has  not
occurred  on  or  before the Required Completion Date (defined  below),
Tenant, as its sole remedy, may terminate this Lease by giving Landlord
written  notice of termination on or before the earlier  to  occur  of:
(i)  5  Business Days after the Required Completion Date; and (ii)  the
Commencement Date.  In such event, this Lease shall be deemed null  and
void  and  of  no further force and effect and Landlord shall  promptly
refund  any  prepaid rent and Security Deposit previously  advanced  by
Tenant  under  this  Lease and, so long as Tenant  has  not  previously
defaulted  under  any  of its obligations under the  Work  Letter,  the
parties hereto shall have no further responsibilities or obligations to
each  other with respect to this Lease.  The "Required Completion Date"
shall mean the date which is 14 months after the later of the date this
Lease  is  properly  executed and delivered by  Tenant,  the  date  all
prepaid  rental, Security Deposits and Guaranties required  under  this
Lease  are delivered to Landlord, the date the building permit for  the
Landlord  Work  has  been obtained, and, if applicable,  the  date  all
contingencies, if any, specified in this Lease have been  satisfied  or
waived  in  writing by Landlord.  Landlord and Tenant  acknowledge  and
agree that:  (i) the determination of the Commencement Date shall  take
into  consideration  the  effect of any Tenant  Delays;  and  (ii)  the
Required  Completion Date shall be postponed by the number of days  the
Commencement   Date  is  delayed  due  to  events  of  Force   Majeure.
Notwithstanding anything herein to the contrary, if Landlord determines
in  good faith that it will be unable to cause the Commencement Date to
occur by the Required Completion Date, Landlord shall have the right to
immediately  cease  its performance of the Landlord  Work  and  provide
Tenant with written notice (the "Completion Date Extension Notice")  of
such  inability, which Completion Date Extension Notice shall set forth
the  date  on  which Landlord reasonably believes that the Commencement
Date will occur.  Upon receipt of the Completion Date Extension Notice,
Tenant  shall  have  the  right to terminate this  Lease  by  providing
written notice of termination to Landlord within 5 Business Days  after
the  date of the Completion Date Extension Notice.  If Tenant does  not
terminate  this Lease within such 5 Business Day period,  the  Required
Completion Date automatically shall be amended to be the date set forth
in Landlord's Completion Date Extension Notice.

In addition, if the Commencement Date has not occurred on or before the
Outside Completion Date (defined below), Tenant shall be entitled to  a
rent abatement following the Commencement Date of $661.59 for every day
in  the  period beginning on the Outside Completion Date and ending  on
the  Commencement Date.  The "Outside Completion Date" shall mean  July
15,  2004.  Landlord and Tenant acknowledge and agree  that:   (i)  the
determination  of  the Commencement Date shall take into  consideration
the  effect  of  any  Tenant Delays by Tenant;  and  (ii)  the  Outside
Completion  Date  shall  be  postponed  by  the  number  of  days   the
Commencement Date is delayed due to events of Force Majeure.

  3.02  Subject  to Landlord's obligation, if any, to perform  Landlord
Work,  the  Premises are accepted by Tenant in "as  is"  condition  and
configuration without any representations or warranties by Landlord. By
taking possession of the Premises, Tenant agrees that the Premises  are
in good order and satisfactory condition.  Landlord shall not be liable
for  a failure to deliver possession of the Premises or any other space
due  to  the  holdover or unlawful possession of such space by  another
party,   however  Landlord  shall  use  reasonable  efforts  to  obtain
possession of the space.  The commencement date for the space, in  such
event,  shall be postponed until the date Landlord delivers  possession
of  the  Premises to Tenant free from occupancy by any party. If Tenant
takes  possession  of the Premises before the Commencement  Date,  such
possession  shall be subject to the terms and conditions of this  Lease
and  Tenant  shall pay Rent (defined in Section 4.01) to  Landlord  for
each day of possession before the Commencement Date at a rate which  is
50% of the initial Base Rent rate stated in Section 1.03 above.

4.   Rent.

  4.01   Tenant  shall pay Landlord, without any setoff  or  deduction,
unless  expressly set forth in this Lease, all Base Rent and Additional
Rent due for the Term (collectively referred to as "Rent"). "Additional
Rent"  means all sums (exclusive of Base Rent) that Tenant is  required
to  pay  Landlord under this Lease. Tenant shall pay and be liable  for
all  rental, sales and use taxes (but excluding income taxes), if  any,
imposed  upon  or  measured by Rent.  Base Rent and  recurring  monthly
charges of Additional Rent shall be due and payable in advance  on  the
first  day  of  each calendar month without notice or demand,  provided
that the installment of Base Rent for the fourth full calendar month of
the  Term,  and  the first monthly installment of Additional  Rent  for
Expenses  and Taxes, shall be payable upon the execution of this  Lease
by  Tenant.  All other items of Rent shall be due and payable by Tenant
on  or  before 30 days after billing by Landlord.  Rent shall  be  made
payable to the entity, and sent to the address, Landlord designates and
shall be made by good and sufficient check or by other means acceptable
to  Landlord.  Tenant shall pay Landlord an administration fee equal to
5%  of all past due Rent, provided that Tenant shall be entitled  to  a
grace  period  of 5 days for the first 2 late payments  of  Rent  in  a
calendar year. In addition, past due Rent shall accrue interest at  12%
per  annum.  Landlord's acceptance of less than the correct  amount  of
Rent shall be considered a payment on account of the earliest Rent due.
Rent  for  any  partial  month during the Term shall  be  prorated.  No
endorsement  or  statement  on a check or letter  accompanying  payment
shall  be considered an accord and satisfaction.  Tenant's covenant  to
pay Rent is independent of every other covenant in this Lease.

  4.02   Tenant shall pay Tenant's Pro Rata Share of Taxes and Expenses
in accordance with Exhibit B of this Lease.

5.   Compliance with Laws; Use.

  The  Premises  shall be used for the Permitted Use and for  no  other
use whatsoever. Notwithstanding the foregoing, one time during the Term
of  this  Lease, Tenant may submit to Landlord a request that a portion
of  the  Premises (not to exceed 2,000 square feet) be used as a retail
bank  branch.  Landlord shall not unreasonably withhold its consent  to
such  modification to the Permitted Use, but may condition its  consent
on  such  requirements as Landlord may deem necessary to  reflect  such
modification  to the Permitted Use and the impact it may  have  on  the
Building  and other tenants at the Property, including but not  limited
to  a  requirement that Tenant provide extra security, install  certain
additional  leasehold improvements, and/or pay excess costs to  reflect
added  wear  and  tear due to increased foot traffic at  the  Building.
Without limitation, it is agreed that Landlord's consent shall  not  be
considered  unreasonably  withheld if  (i)  such  modification  to  the
Permitted Use is not suitable for the Building considering the business
of the other tenants or would result in a violation of another tenant's
rights,  (ii) Tenant is in default after the expiration of  the  notice
and cure periods in this Lease, or (iii) any portion of the Building or
Premises would likely become subject to additional or different Laws as
a  consequence of such proposed modification to the Permitted Use.   In
the  event Landlord consents to such modification to the Permitted Use,
Landlord  and  Tenant  shall  enter into an  amendment  to  this  Lease
modifying  the  Permitted Use and addressing such other  conditions  as
Landlord  may  deem necessary.  Tenant shall comply with all  statutes,
codes,  ordinances, orders, rules and regulations of any  municipal  or
governmental  entity  whether in effect now  or  later,  including  the
Americans with Disabilities Act ("Law(s)"), regarding the operation  of
Tenant's  business and the use, condition, configuration and  occupancy
of  the  Premises.  In addition, Tenant shall, at  its  sole  cost  and
expense,  promptly  comply  with any Laws  that  relate  to  the  "Base
Building" (defined below), but only to the extent such obligations  are
triggered  by  Tenant's  use of the Premises, other  than  for  general
office use, or Alterations or improvements in the Premises performed or
requested  by  Tenant.   "Base Building" shall include  the  structural
portions  of  the  Building,  the public  restrooms  and  the  Building
mechanical,  electrical and plumbing systems and equipment  located  in
the  internal core of the Building on the floor or floors on which  the
Premises  are  located.  Tenant shall promptly  provide  Landlord  with
copies  of  any notices it receives regarding an alleged  violation  of
Law.   Tenant  shall  comply  with the rules  and  regulations  of  the
Building  attached  as  Exhibit E and such other reasonable  rules  and
regulations adopted by Landlord from time to time, including rules  and
regulations for the performance of Alterations (defined in Section 9).

6.   Security Deposit.

  The  Security  Deposit, if any, shall be delivered to  Landlord  upon
the  execution  of  this Lease by Tenant and held by  Landlord  without
liability  for  interest (unless required by Law) as security  for  the
performance of Tenant's obligations.  The Security Deposit  is  not  an
advance payment of Rent or a measure of damages.  Landlord may use  all
or  a  portion of the Security Deposit to satisfy past due Rent  or  to
cure  any Default (defined in Section 18) by Tenant.  If Landlord  uses
any  portion of the Security Deposit, Tenant shall, within 5 days after
demand,  restore the Security Deposit to its original amount.  Landlord
shall  return any unapplied portion of the Security Deposit  to  Tenant
within  45 days after the later to occur of: (a) determination  of  the
final  Rent  due  from  Tenant;  or (b)  the  later  to  occur  of  the
Termination Date or the date Tenant surrenders the Premises to Landlord
in compliance with Section 25. Landlord may assign the Security Deposit
to  a  successor or transferee and, following the assignment,  Landlord
shall have no further liability for the return of the Security Deposit.
Landlord  shall  not be required to keep the Security Deposit  separate
from  its  other  accounts.   Tenant hereby waives  the  provisions  of
Section  1950.7  of  the  California Civil  Code,  or  any  similar  or
successor Laws now or hereinafter in effect.

7.   Building Services.

  7.01   Landlord  shall  furnish Tenant with the  following  services:
(a)  water for use in the Base Building lavatories; (b) customary  heat
and  air  conditioning in season during Building Service Hours.  Tenant
shall  have  the right to receive HVAC service during hours other  than
Building  Service Hours by paying Landlord's then standard  charge  for
additional  HVAC  service  and  providing  such  prior  notice  as   is
reasonably  specified  by  Landlord.   Notwithstanding  the  foregoing,
Tenant  may use up to 65 hours of after hours HVAC service per  quarter
at  no additional charge to Tenant; (c) standard janitorial service  on
Business Days; (d) Elevator service; (e) Electricity in accordance with
the  terms and conditions in Section 7.02; and (f) such other  services
as  Landlord reasonably determines are necessary or appropriate for the
Property.

  7.02    Electricity  used  by  Tenant  in  the  Premises  shall,   at
Landlord's option, be paid for by Tenant through inclusion in  Expenses
(except  as  provided  for  excess  usage).   Without  the  consent  of
Landlord,  Tenant's use of electrical service shall not exceed,  either
in  voltage,  rated  capacity, use beyond  Building  Service  Hours  or
overall  load, that which Landlord reasonably deems to be standard  for
the Building. Landlord shall have the right to measure electrical usage
by  commonly accepted methods. If it is determined that Tenant is using
excess  electricity, Tenant shall pay Landlord for  the  cost  of  such
excess electrical usage as Additional Rent.

  7.03    Landlord's   failure  to  furnish,   or   any   interruption,
diminishment or termination of services due to the application of Laws,
the  failure of any equipment, the performance of repairs, improvements
or  alterations, utility interruptions or the occurrence of an event of
Force  Majeure  (defined  in Section 26.03)  (collectively  a  "Service
Failure")  shall  not  render Landlord liable to Tenant,  constitute  a
constructive eviction of Tenant, give rise to an abatement of Rent, nor
relieve  Tenant  from  the  obligation  to  fulfill  any  covenant   or
agreement.  However,  if  the Premises, or a material  portion  of  the
Premises, are made untenantable for a period in excess of 3 consecutive
Business  Days  as  a  result of a Service Failure that  is  reasonably
within  the  control of Landlord to correct, then Tenant, as  its  sole
remedy,  shall  be  entitled to receive an abatement  of  Rent  payable
hereunder  during the period beginning on the 4th consecutive  Business
Day  of the Service Failure and ending on the day the service has  been
restored.   If  the entire Premises have not been rendered untenantable
by  the  Service  Failure, the amount of abatement shall  be  equitably
prorated.

8.   Leasehold Improvements.

  All  improvements in and to the Premises, including  any  Alterations
(collectively, "Leasehold Improvements") shall remain upon the Premises
at  the  end  of  the  Term without compensation to Tenant.   Landlord,
however,  by  written notice to Tenant at least 30 days  prior  to  the
Termination Date, may require Tenant, at its expense, to remove (a) any
Cable  (defined  in Section 9.01) installed by or for  the  benefit  of
Tenant,  (b)  any  rolling  file  systems  and  accompanying  leasehold
modifications and components of such systems (other than any structural
modifications to the Building made in connection with the  installation
of  such  systems) installed in connection with the Landlord Work,  and
(c)  any Alterations that, in Landlord's reasonable judgment, are of  a
nature  that would require removal and repair costs that are materially
in  excess  of  the removal and repair costs associated  with  standard
office    improvements   (collectively   referred   to   as   "Required
Removables").   Required Removables shall include, without  limitation,
internal stairways, raised floors, personal baths and showers,  vaults,
rolling file systems and structural alterations and modifications.  The
designated  Required Removables shall be removed by Tenant  before  the
Termination Date. Tenant shall repair damage caused by the installation
or  removal  of  Required Removables.  If Tenant fails to  perform  its
obligations  in  a  timely manner, Landlord may perform  such  work  at
Tenant's  expense.  Tenant,  at the time it  requests  approval  for  a
proposed Alteration, may request in writing that Landlord advise Tenant
whether  the Alteration or any portion of the Alteration is a  Required
Removable.  Within 10 days after receipt of Tenant's request,  Landlord
shall  advise Tenant in writing as to which portions of the  Alteration
are Required Removables.

9.   Repairs and Alterations.

  9.01  Tenant shall periodically inspect the Premises to identify  any
conditions  that  are  dangerous or in need of maintenance  or  repair.
Tenant  shall  promptly  provide  Landlord  with  notice  of  any  such
conditions.  Tenant  shall, at its sole cost and expense,  perform  all
maintenance and repairs to the Premises that are not Landlord's express
responsibility  under  this  Lease,  and  keep  the  Premises  in  good
condition  and  repair,  reasonable wear and  tear  excepted.  Tenant's
repair and maintenance obligations include, without limitation, repairs
to:  (a)  floor covering; (b) interior partitions; (c) doors;  (d)  the
interior side of demising walls; (e) electronic, phone and data cabling
and related equipment that is installed by or for the exclusive benefit
of  Tenant  (collectively, "Cable"); (f) supplemental air  conditioning
units,  kitchens,  including hot water heaters, plumbing,  and  similar
facilities  exclusively  serving Tenant; and (g)  Alterations.  To  the
extent  Landlord is not reimbursed by insurance proceeds, Tenant  shall
reimburse  Landlord for the cost of repairing damage  to  the  Building
caused  by  the  acts  of  Tenant, Tenant  Related  Parties  and  their
respective contractors and vendors. If Tenant fails to make any repairs
to  the  Premises  for  more than 15 days after  notice  from  Landlord
(although  notice shall not be required in an emergency), Landlord  may
make  the  repairs,  and Tenant shall pay the reasonable  cost  of  the
repairs,  together with an administrative charge in an amount equal  to
5% of the cost of the repairs.

  9.02  Landlord  shall keep and maintain in good  repair  and  working
order and perform maintenance upon the: (a) structural elements of  the
Building;  (b)  mechanical (including HVAC), electrical,  plumbing  and
fire/life  safety systems serving the Building in general;  (c)  Common
Areas;  (d) roof of the Building; (e) exterior windows of the Building;
and  (f)  elevators serving the Building. Landlord shall promptly  make
repairs  for which Landlord is responsible.  Tenant hereby  waives  any
and  all rights under and benefits of subsection 1 of Section 1932, and
Sections 1941 and 1942 of the California Civil Code, or any similar  or
successor Laws now or hereinafter in effect.

  9.03  Tenant  shall  not  make  alterations,  repairs,  additions  or
improvements  or  install  any  Cable  (collectively  referred  to   as
"Alterations") without first obtaining the written consent of  Landlord
in  each instance, which consent shall not be unreasonably withheld  or
delayed.  However,  Landlord's consent shall not be  required  for  any
Alteration  that satisfies all of the following criteria  (a  "Cosmetic
Alteration"):   (a)  is  of  a  cosmetic  nature  such   as   painting,
wallpapering,  hanging pictures and installing carpeting;  (b)  is  not
visible  from  the exterior of the Premises or Building; (c)  will  not
affect the Base Building; and (d) does not require work to be performed
inside  the  walls  or  above the ceiling of  the  Premises.   Cosmetic
Alterations  shall  be  subject to all the  other  provisions  of  this
Section  9.03.   Prior to starting work, Tenant shall furnish  Landlord
with   plans   and  specifications;  names  of  contractors  reasonably
acceptable  to Landlord (provided that Landlord may designate  specific
contractors  with  respect  to  Base Building);  required  permits  and
approvals;  evidence of contractor's and subcontractor's  insurance  in
amounts  reasonably  required by Landlord and  naming  Landlord  as  an
additional  insured;  and  any  security  for  performance  in  amounts
reasonably   required  by  Landlord.   Changes   to   the   plans   and
specifications  must also be submitted to Landlord  for  its  approval.
Alterations shall be constructed in a good and workmanlike manner using
materials  of  a quality reasonably approved by Landlord. Tenant  shall
reimburse  Landlord  for  any sums paid by  Landlord  for  third  party
examination  of  Tenant's  plans  for  non-Cosmetic  Alterations.    In
addition, Tenant shall pay Landlord a fee for Landlord's oversight  and
coordination of any non-Cosmetic Alterations equal to 5% of the cost of
the  Alterations.   Upon  completion, Tenant shall  furnish  "as-built"
plans for non-Cosmetic Alterations, completion affidavits and full  and
final  waivers of lien. Landlord's approval of an Alteration shall  not
be  deemed  a  representation by Landlord that the Alteration  complies
with Law.

10.  Entry by Landlord.

  Landlord  may  enter  the  Premises to inspect,  show  or  clean  the
Premises  or  to  perform  or facilitate the  performance  of  repairs,
alterations  or  additions  to  the Premises  or  any  portion  of  the
Building.   Except  in  emergencies or to  provide  Building  services,
Landlord  shall provide Tenant with reasonable prior verbal  notice  of
entry  and  shall  use reasonable efforts to minimize any  interference
with  Tenant's use of the Premises.  If reasonably necessary,  Landlord
may  temporarily  close  all or a portion of the  Premises  to  perform
repairs,  alterations and additions.  However, except  in  emergencies,
Landlord  will  not  close the Premises if the work can  reasonably  be
completed  on  weekends  and after Building Service  Hours.   Entry  by
Landlord shall not constitute a constructive eviction or entitle Tenant
to an abatement or reduction of Rent.

11.  Assignment and Subletting.

  11.01   Except  in connection with a Permitted Transfer  (defined  in
Section 11.04), Tenant shall not assign, sublease, transfer or encumber
any  interest in this Lease or allow any third party to use any portion
of  the  Premises (collectively or individually, a "Transfer")  without
the  prior  written  consent of Landlord, which consent  shall  not  be
unreasonably  withheld, conditioned or delayed  if  Landlord  does  not
exercise its recapture rights under Section 11.02.  If the entity which
controls  the voting shares/rights of Tenant changes at any time,  such
change  of  ownership  or control shall constitute  a  Transfer  unless
Tenant  is  an entity whose outstanding stock is listed on a recognized
securities exchange or if at least 80% of its voting stock is owned  by
another entity, the voting stock of which is so listed.  Tenant  hereby
waives the provisions of Section 1995.310 of the California Civil Code,
or any similar or successor Laws, now or hereinafter in effect, and all
other  remedies,  including, without limitation, any right  at  law  or
equity  to  terminate this Lease, on its own behalf and, to the  extent
permitted  under  all  applicable  Laws,  on  behalf  of  the  proposed
transferee.   Any  attempted Transfer in violation of this  Section  is
voidable  by  Landlord.  In no event shall any  Transfer,  including  a
Permitted Transfer, release or relieve Tenant from any obligation under
this Lease.

  11.02   Tenant  shall provide Landlord with financial statements  for
the  proposed  transferee,  a  fully  executed  copy  of  the  proposed
assignment,  sublease or other Transfer documentation  and  such  other
information as Landlord may reasonably request. Within 15 Business Days
after  receipt of the required information and documentation,  Landlord
shall  either: (a) consent to the Transfer by execution  of  a  consent
agreement  in a form reasonably designated by Landlord; (b)  reasonably
refuse to consent to the Transfer in writing; or (c) in the event of an
assignment of this Lease or subletting of more than 20% of the Rentable
Area of the Premises for more than 50% of the remaining Term (excluding
unexercised options), recapture the portion of the Premises that Tenant
is   proposing  to  Transfer.   If  Landlord  exercises  its  right  to
recapture, this Lease shall automatically be amended (or terminated  if
the  entire  Premises  is  being assigned  or  sublet)  to  delete  the
applicable portion of the Premises effective on the proposed  effective
date  of  the  Transfer.  Tenant shall pay Landlord  a  review  fee  of
$1,250.00  for Landlord's review of any Permitted Transfer or requested
Transfer.

  11.03    Tenant  shall  pay  Landlord  50%  of  all  rent  and  other
consideration which Tenant receives as a result of a Transfer  that  is
in  excess  of  the  Rent payable to Landlord for the  portion  of  the
Premises  and Term covered by the Transfer.  Tenant shall pay  Landlord
for  Landlord's  share  of the excess within  30  days  after  Tenant's
receipt  of  the  excess.  Tenant may deduct  from  the  excess,  on  a
straight-line  basis,  all reasonable and customary  expenses  directly
incurred  by  Tenant attributable to the Transfer.   If  Tenant  is  in
Default,  Landlord  may  require that all  sublease  payments  be  made
directly  to  Landlord,  in which case Tenant shall  receive  a  credit
against  Rent in the amount of Tenant's share of payments  received  by
Landlord.

  11.04  Tenant  may  assign this Lease to a  successor  to  Tenant  by
purchase,   merger,  consolidation  or  reorganization  (an  "Ownership
Change")  or  assign  this Lease or sublet all  or  a  portion  of  the
Premises to an Affiliate without the consent of Landlord, provided that
all of the following conditions are satisfied (a "Permitted Transfer"):
(a)  Tenant is not in Default; (b) in the event of an Ownership Change,
Tenant's successor shall own substantially all of the assets of  Tenant
and  have a net worth which is at least equal to Tenant's net worth  as
of  the  day prior to the proposed Ownership Change; (c) the  Permitted
Use  does  not  allow the Premises to be used for retail purposes;  and
(d) Tenant shall give Landlord written notice at least 15 Business Days
prior  to the effective date of the Permitted Transfer. Tenant's notice
to  Landlord shall include information and documentation evidencing the
Permitted  Transfer and showing that each of the above  conditions  has
been  satisfied.   If requested by Landlord, Tenant's  successor  shall
sign   a   commercially   reasonable  form  of  assumption   agreement.
"Affiliate"  shall mean an entity controlled by, controlling  or  under
common control with Tenant.

12.  Liens.

  Tenant  shall not permit mechanics' or other liens to be placed  upon
the  Property,  Premises or Tenant's leasehold interest  in  connection
with any work or service done or purportedly done by or for the benefit
of  Tenant  or its transferees.  Tenant shall give Landlord  notice  at
least 15 days prior to the commencement of any work in the Premises  to
afford  Landlord the opportunity, where applicable, to post and  record
notices  of  non-responsibility. Tenant, within 10 days of notice  from
Landlord,  shall fully discharge any lien by settlement, by bonding  or
by  insuring  over the lien in the manner prescribed by the  applicable
lien Law.  If Tenant fails to do so, Landlord may bond, insure over  or
otherwise discharge the lien.  Tenant shall reimburse Landlord for  any
amount  paid  by  Landlord, including, without  limitation,  reasonable
attorneys' fees.

13.  Indemnity and Waiver of Claims.

  Tenant  hereby  waives all claims against and releases  Landlord  and
its  trustees, members, principals, beneficiaries, partners,  officers,
directors,  employees, Mortgagees (defined in Section  23)  and  agents
(the  "Landlord Related Parties") from all claims for any injury to  or
death  of  persons, damage to property or business loss in  any  manner
related  to  (a)  Force  Majeure, (b) acts of third  parties,  (c)  the
bursting  or  leaking of any tank, water closet, drain or  other  pipe,
(d)  the  inadequacy or failure of any security services, personnel  or
equipment,  or  (e)  any  matter not within the reasonable  control  of
Landlord. Notwithstanding the foregoing, except as provided in  Section
15  to  the contrary, Tenant shall not be required to waive any  claims
against  Landlord (other than for loss or damage to Tenant's  business)
where  such  loss  or  damage  is  due to  the  negligence  or  willful
misconduct of Landlord or any Landlord Related Parties.  Nothing herein
shall   be   construed  as  to  diminish  the  repair  and  maintenance
obligations of Landlord contained elsewhere in this Lease.   Except  to
the  extent caused by the negligence or willful misconduct of  Landlord
or  any  Landlord Related Parties, Tenant shall indemnify,  defend  and
hold  Landlord and Landlord Related Parties harmless against  and  from
all  liabilities,  obligations, damages,  penalties,  claims,  actions,
costs,  charges and expenses, including, without limitation, reasonable
attorneys'  fees  and other professional fees (if  and  to  the  extent
permitted by Law) (collectively referred to as "Losses"), which may  be
imposed  upon, incurred by or asserted against Landlord or any  of  the
Landlord  Related Parties by any third party and arising out of  or  in
connection with any damage or injury occurring in the Premises  or  any
acts  or omissions (including violations of Law) of Tenant, the  Tenant
Related  Parties  or  any  of  Tenant's  transferees,  contractors   or
licensees.   Except to the extent caused by the negligence  or  willful
misconduct  of  Tenant  or any Tenant Related Parties,  Landlord  shall
indemnify,  defend and hold Tenant, its trustees, members,  principals,
beneficiaries,  partners,  officers, directors,  employees  and  agents
("Tenant  Related Parties") harmless against and from all Losses  which
may  be imposed upon, incurred by or asserted against Tenant or any  of
the Tenant Related Parties by any third party and arising out of or  in
connection with the acts or omissions (including violations of Law)  of
Landlord or the Landlord Related Parties.

14.  Insurance.

  Tenant    shall   maintain   the   following   insurance   ("Tenant's
Insurance"):  (a) Commercial General Liability Insurance applicable  to
the Premises and its appurtenances providing, on an occurrence basis, a
minimum  combined single limit of $2,000,000.00; (b)  Property/Business
Interruption  Insurance written on an All Risk or Special Perils  form,
with   coverage  for  broad  form  water  damage  including  earthquake
sprinkler  leakage,  at replacement cost value and with  a  replacement
cost  endorsement covering all of Tenant's business and trade fixtures,
equipment,  movable  partitions,  furniture,  merchandise   and   other
personal  property  within the Premises ("Tenant's Property")  and  any
Leasehold  Improvements  performed by or for  the  benefit  of  Tenant;
(c)  Workers' Compensation Insurance in amounts required  by  Law;  and
(d)   Employers  Liability  Coverage  of  at  least  $1,000,000.00  per
occurrence.  Any company writing Tenant's Insurance shall have an  A.M.
Best  rating of not less than A-VIII.  All Commercial General Liability
Insurance policies shall name as additional insureds Landlord  (or  its
successors and assignees), the managing agent for the Building (or  any
successor), EOP Operating Limited Partnership, Equity Office Properties
Trust   and   their  respective  members,  principals,   beneficiaries,
partners,  officers,  directors,  employees,  and  agents,  and   other
designees  of  Landlord  and its successors as  the  interest  of  such
designees  shall  appear.  All  policies of  Tenant's  Insurance  shall
contain  endorsements that the insurer(s) shall give Landlord  and  its
designees at least 30 days' advance written notice of any cancellation,
termination,  material  change  or lapse  of  insurance.  Tenant  shall
provide  Landlord  with a certificate of insurance evidencing  Tenant's
Insurance prior to the earlier to occur of the Commencement Date or the
date Tenant is provided with possession of the Premises, and thereafter
as  necessary  to assure that Landlord always has current  certificates
evidencing  Tenant's  Insurance. So long as the same  is  available  at
commercially  reasonable rates, Landlord shall maintain so  called  All
Risk  property insurance on the Building at replacement cost  value  as
reasonably estimated by Landlord.

15.  Subrogation.

 Landlord  and  Tenant  hereby waive and shall cause  their  respective
insurance  carriers  to waive any and all rights of  recovery,  claims,
actions  or causes of action against the other for any loss  or  damage
with   respect  to  Tenant's  Property,  Leasehold  Improvements,   the
Building,  the  Premises,  or any contents thereof,  including  rights,
claims, actions and causes of action based on negligence, which loss or
damage is (or would have been, had the insurance required by this Lease
been carried) covered by insurance.

16.  Casualty Damage.

  16.01  If all or any portion of the Premises becomes untenantable  by
fire  or  other  casualty to the Premises (collectively a  "Casualty"),
Landlord,  with reasonable promptness, shall cause a general contractor
selected  by  Landlord to provide Landlord and Tenant  with  a  written
estimate of the amount of time required using standard working  methods
to  Substantially Complete the repair and restoration of  the  Premises
and  any  Common  Areas  necessary to provide access  to  the  Premises
("Completion Estimate").  If the Completion Estimate indicates that the
Premises  or  any  Common  Areas necessary to  provide  access  to  the
Premises  cannot be made tenantable within 180 days from the  date  the
repair  is started, then either party shall have the right to terminate
this  Lease  upon  written notice to the other  within  10  days  after
receipt  of the Completion Estimate.  Tenant, however, shall  not  have
the  right  to terminate this Lease if the Casualty was caused  by  the
negligence  or  intentional misconduct of Tenant or any Tenant  Related
Parties.  In  addition, Landlord, by notice to Tenant  within  90  days
after the date of the Casualty, shall have the right to terminate  this
Lease  if:  (1) the Premises have been materially damaged and there  is
less  than  2 years of the Term remaining on the date of the  Casualty;
(2)  any  Mortgagee requires that the insurance proceeds be applied  to
the  payment of the mortgage debt; or (3) a material uninsured loss  to
the  Building occurs, provided that any such uninsured loss is not  the
result of Landlord's failure to maintain insurance that it is otherwise
required to maintain under the terms of this Lease.

  16.02   If this Lease is not terminated, Landlord shall promptly  and
diligently,  subject to reasonable delays for insurance  adjustment  or
other  matters  beyond  Landlord's  reasonable  control,  restore   the
Premises  and  Common Areas. Such restoration shall be to substantially
the  same  condition  that existed prior to the  Casualty,  except  for
modifications required by Law or any other modifications to the  Common
Areas  deemed desirable by Landlord. Upon notice from Landlord,  Tenant
shall  assign to Landlord (or to any party designated by Landlord)  all
property  insurance proceeds payable to Tenant under Tenant's Insurance
with  respect  to any Leasehold Improvements performed by  or  for  the
benefit  of  Tenant;  provided if the estimated  cost  to  repair  such
Leasehold  Improvements  exceeds  the  amount  of  insurance   proceeds
received  by Landlord from Tenant's insurance carrier, the excess  cost
of such repairs shall be paid by Tenant to Landlord prior to Landlord's
commencement of repairs.  Within 15 days of demand, Tenant  shall  also
pay Landlord for any additional excess costs that are determined during
the  performance of the repairs. Landlord shall not be liable  for  any
inconvenience  to Tenant, or injury to Tenant's business  resulting  in
any  way from the Casualty or the repair thereof.  Provided that Tenant
is  not  in  Default, during any period of time that all or a  material
portion  of  the Premises is rendered untenantable as  a  result  of  a
Casualty, the Rent shall abate for the portion of the Premises that  is
untenantable and not used by Tenant.

  16.03   The  provisions  of this Lease, including  this  Section  16,
constitute  an  express  agreement between  Landlord  and  Tenant  with
respect to any and all damage to, or destruction of, all or any part of
the  Premises  or  the  Property,  and  any  Laws,  including,  without
limitation, Sections 1932(2) and 1933(4) of the California Civil  Code,
with  respect  to  any  rights  or  obligations  concerning  damage  or
destruction in the absence of an express agreement between the parties,
and  any similar or successor Laws now or hereinafter in effect,  shall
have  no application to this Lease or any damage or destruction to  all
or any part of the Premises or the Property.

17.  Condemnation.

  Either  party may terminate this Lease if any material  part  of  the
Premises is taken or condemned for any public or quasi-public use under
Law,  by  eminent  domain  or  private  purchase  in  lieu  thereof  (a
"Taking").  Landlord shall also have the right to terminate this  Lease
if  there is a Taking of any portion of the Building or Property  which
would  have  a  material  adverse  effect  on  Landlord's  ability   to
profitably  operate  the  remainder of the Building.   The  terminating
party  shall  provide written notice of termination to the other  party
within  45  days  after it first receives notice of  the  Taking.   The
termination shall be effective on the date the physical taking  occurs.
If  this Lease is not terminated, Base Rent and Tenant's Pro Rata Share
shall  be  appropriately adjusted to account for any reduction  in  the
square  footage  of the Building or Premises. All compensation  awarded
for  a  Taking shall be the property of Landlord.  The right to receive
compensation  or  proceeds  are expressly waived  by  Tenant,  however,
Tenant  may  file a separate claim for Tenant's Property  and  Tenant's
reasonable  relocation expenses, provided the filing of the claim  does
not  diminish the amount of Landlord's award.  If only a  part  of  the
Premises  is  subject  to a Taking and this Lease  is  not  terminated,
Landlord, with reasonable diligence, will restore the remaining portion
of  the  Premises as nearly as practicable to the condition immediately
prior  to the Taking.  Tenant hereby waives any and all rights it might
otherwise have pursuant to Section 1265.130 of the California  Code  of
Civil Procedure, or any similar or successor Laws.

18.  Events of Default.

  Each  of the following occurrences shall be a "Default": (a) Tenant's
failure  to pay any portion of Rent when due, if the failure  continues
for  5  days  after  written  notice to  Tenant  ("Monetary  Default");
(b) Tenant's failure (other than a Monetary Default) to comply with any
term, provision, condition or covenant of this Lease, if the failure is
not  cured  within  10  days after written notice to  Tenant  provided,
however,  if  Tenant's  failure to comply cannot  reasonably  be  cured
within  10 days, Tenant shall be allowed additional time (not to exceed
90  days)  as is reasonably necessary to cure the failure  so  long  as
Tenant  begins the cure within 10 days and diligently pursues the  cure
to  completion; (c) Tenant or any Guarantor becomes insolvent, makes  a
transfer in fraud of creditors, makes an assignment for the benefit  of
creditors, admits in writing its inability to pay its debts when due or
forfeits  or  loses  its right to conduct business; (d)  the  leasehold
estate is taken by process or operation of Law; (e) in the case of  any
ground  floor or retail Tenant, Tenant does not take possession  of  or
abandons  or vacates all or any portion of the Premises; or (f)  Tenant
is  in  default beyond any notice and cure period under any other lease
or  agreement  with Landlord at the Building or Property.  If  Landlord
provides  Tenant  with notice of Tenant's failure to  comply  with  any
particular non-Monetary term, provision or covenant of this Lease on  3
separate  occasions  during  any  12 month  period,  then,  during  the
remainder of the Term, Landlord shall not be required to provide Tenant
with  notice  of any subsequent failure of Tenant to comply  with  that
particular term, provision or covenant of the Lease in order to declare
Tenant in default under such term, provision or covenant.

19.  Remedies.

  19.01   Upon the occurrence of any Default under this Lease,  whether
enumerated  in  Section 18 or not, Landlord shall have  the  option  to
pursue  any  one or more of the following remedies without  any  notice
(except  as  expressly  prescribed herein) or  demand  whatsoever  (and
without  limiting  the  generality  of  the  foregoing,  Tenant  hereby
specifically  waives notice and demand for payment  of  Rent  or  other
obligations, except for those notices specifically required pursuant to
the  terms  of Section 18 or this Section 19, and waives  any  and  all
other notices or demand requirements imposed by applicable law):

     (a)  Terminate this Lease and Tenant's right to possession of  the
          Premises and recover from Tenant an award of damages equal to
          the sum of the following:

          (i)  The  Worth at the Time of Award of the unpaid Rent which
               had been earned at the time of termination;

          (ii) The  Worth at the Time of Award of the amount  by  which
               the  unpaid  Rent  which would have  been  earned  after
               termination until the time of award exceeds  the  amount
               of such Rent loss that Tenant affirmatively proves could
               have been reasonably avoided;

          (iii)      The  Worth at the Time of Award of the  amount  by
               which  the unpaid Rent for the balance of the Term after
               the  time of award exceeds the amount of such Rent  loss
               that  Tenant  affirmatively proves could  be  reasonably
               avoided;

          (iv) Any  other  amount necessary to compensate Landlord  for
               all  the detriment either proximately caused by Tenant's
               failure to perform Tenant's obligations under this Lease
               or  which  in  the  ordinary course of things  would  be
               likely to result therefrom; and

          (v)  All  such other amounts in addition to or in lieu of the
               foregoing  as may be permitted from time to  time  under
               applicable law.

          The  "Worth at the Time of Award" of the amounts referred  to
          in  parts  (i) and (ii) above, shall be computed by  allowing
          interest at the lesser of a per annum rate equal to: (A)  the
          greatest  per annum rate of interest permitted from  time  to
          time  under  applicable law, or (B) the Prime Rate  plus  5%.
          For  purposes hereof, the "Prime Rate" shall be the per annum
          interest rate publicly announced as its prime or base rate by
          a federally insured bank selected by Landlord in the State of
          California.  The "Worth at the Time of Award" of  the  amount
          referred  to  in  part  (iii), above, shall  be  computed  by
          discounting  such amount at the discount rate of the  Federal
          Reserve Bank of San Francisco at the time of award plus 1%;

     (b)  Employ  the remedy described in California Civil Code  1951.4
          (Landlord  may  continue this Lease in effect after  Tenant's
          breach and abandonment and recover Rent as it becomes due, if
          Tenant  has  the right to sublet or assign, subject  only  to
          reasonable limitations); or

     (c)  Notwithstanding  Landlord's exercise of the remedy  described
          in  California Civil Code  1951.4 in respect of an  event  or
          events  of  default, at such time thereafter as Landlord  may
          elect  in writing, to terminate this Lease and Tenant's right
          to possession of the Premises and recover an award of damages
          as provided above in Paragraph 19.01(a).

  19.02   The subsequent acceptance of Rent hereunder by Landlord shall
not  be deemed to be a waiver of any preceding breach by Tenant of  any
term,  covenant or condition of this Lease, other than the  failure  of
Tenant to pay the particular Rent so accepted, regardless of Landlord's
knowledge  of such preceding breach at the time of acceptance  of  such
Rent.   No  waiver by Landlord of any breach hereof shall be  effective
unless such waiver is in writing and signed by Landlord.

  19.03   TENANT  HEREBY  WAIVES  ANY  AND  ALL  RIGHTS  CONFERRED   BY
SECTION  3275 OF THE CIVIL CODE OF CALIFORNIA AND BY SECTIONS 1174  (c)
AND  1179 OF THE CODE OF CIVIL PROCEDURE OF CALIFORNIA AND ANY AND  ALL
OTHER  LAWS  AND  RULES OF LAW FROM TIME TO TIME IN EFFECT  DURING  THE
LEASE  TERM  PROVIDING  THAT TENANT SHALL HAVE  ANY  RIGHT  TO  REDEEM,
REINSTATE OR RESTORE THIS LEASE FOLLOWING ITS TERMINATION BY REASON  OF
TENANT'S  BREACH.   TENANT ALSO HEREBY WAIVES, TO  THE  FULLEST  EXTENT
PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY FORCIBLE ENTRY  AND
DETAINER  ACTION  OR SIMILAR POSSESSORY PROCEEDING ARISING  OUT  OF  OR
RELATING TO THIS LEASE.

  19.04   No  right  or  remedy herein conferred upon  or  reserved  to
Landlord is intended to be exclusive of any other right or remedy,  and
each and every right and remedy shall be cumulative and in addition  to
any  other right or remedy given hereunder or now or hereafter existing
by  agreement,  applicable  law or in equity.   In  addition  to  other
remedies  provided in this Lease, Landlord shall be  entitled,  to  the
extent  permitted  by applicable law, to injunctive  relief,  or  to  a
decree  compelling  performance of any of  the  covenants,  agreements,
conditions or provisions of this Lease, or to any other remedy  allowed
to  Landlord at law or in equity.  Forbearance by Landlord  to  enforce
one  or  more of the remedies herein provided upon an event of  default
shall  not  be  deemed  or construed to constitute  a  waiver  of  such
default.

  19.05    If   Tenant  is  in  Default  of  any  of  its  non-monetary
obligations under the Lease, Landlord shall have the right  to  perform
such obligations.  Tenant shall reimburse Landlord for the cost of such
performance upon demand together with an administrative charge equal to
10% of the cost of the work performed by Landlord.

  19.06   This  Section 19 shall be enforceable to the  maximum  extent
such  enforcement  is  not  prohibited  by  applicable  law,  and   the
unenforceability  of  any  portion thereof  shall  not  thereby  render
unenforceable any other portion.

20.  Limitation of Liability.

  NOTWITHSTANDING  ANYTHING TO THE CONTRARY CONTAINED  IN  THIS  LEASE,
THE  LIABILITY  OF  LANDLORD (AND OF ANY SUCCESSOR LANDLORD)  SHALL  BE
LIMITED  TO THE LESSER OF (A) THE INTEREST OF LANDLORD IN THE PROPERTY,
OR  (B) THE EQUITY INTEREST LANDLORD WOULD HAVE IN THE PROPERTY IF  THE
PROPERTY WERE ENCUMBERED BY THIRD PARTY DEBT IN AN AMOUNT EQUAL TO  70%
OF  THE  VALUE OF THE PROPERTY.  TENANT SHALL LOOK SOLELY TO LANDLORD'S
INTEREST  IN  THE  PROPERTY FOR THE RECOVERY OF ANY JUDGMENT  OR  AWARD
AGAINST  LANDLORD OR ANY LANDLORD RELATED PARTY. NEITHER  LANDLORD  NOR
ANY  LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT
OR  DEFICIENCY, AND IN NO EVENT SHALL LANDLORD OR ANY LANDLORD  RELATED
PARTY  BE  LIABLE TO TENANT FOR ANY LOST PROFIT, DAMAGE TO OR  LOSS  OF
BUSINESS  OR  ANY  FORM  OF SPECIAL, INDIRECT OR CONSEQUENTIAL  DAMAGE.
BEFORE  FILING  SUIT FOR AN ALLEGED DEFAULT BY LANDLORD,  TENANT  SHALL
GIVE  LANDLORD AND THE MORTGAGEE(S) WHOM TENANT HAS BEEN NOTIFIED  HOLD
MORTGAGES (DEFINED IN SECTION 23 BELOW), NOTICE AND REASONABLE TIME  TO
CURE THE ALLEGED DEFAULT.

21.  Intentionally Omitted.

22.  Holding Over.

  If  Tenant fails to surrender all or any part of the Premises at  the
termination  of this Lease, occupancy of the Premises after termination
shall be that of a tenancy at sufferance.  Tenant's occupancy shall  be
subject to all the terms and provisions of this Lease, and Tenant shall
pay  an  amount  (on  a per month basis without reduction  for  partial
months  during the holdover) equal to 150% of the sum of the Base  Rent
and  Additional  Rent  due  for the period  immediately  preceding  the
holdover.   No  holdover  by  Tenant or payment  by  Tenant  after  the
termination  of  this Lease shall be construed to extend  the  Term  or
prevent  Landlord from immediate recovery of possession of the Premises
by  summary proceedings or otherwise. If Landlord is unable to  deliver
possession  of the Premises to a new tenant or to perform  improvements
for  a new tenant as a result of Tenant's holdover and Tenant fails  to
vacate  the Premises within 15 days after notice from Landlord,  Tenant
shall  be  liable  for  all  damages that  Landlord  suffers  from  the
holdover.

23.  Subordination to Mortgages; Estoppel Certificate.

Tenant  accepts this Lease subject and subordinate to any  mortgage(s),
deed(s)  of trust, ground lease(s) or other lien(s) now or subsequently
arising  upon  the  Premises, the Building  or  the  Property,  and  to
renewals,   modifications,   refinancings   and   extensions    thereof
(collectively  referred  to  as a "Mortgage").  The  party  having  the
benefit  of  a  Mortgage shall be referred to as  a  "Mortgagee".  This
clause  shall  be  self-operative, but upon request from  a  Mortgagee,
Tenant  shall execute a commercially reasonable subordination agreement
in  favor  of the Mortgagee. As an alternative, a Mortgagee shall  have
the  right at any time to subordinate its Mortgage to this Lease.  Upon
request,  Tenant,  without charge, shall attorn  to  any  successor  to
Landlord's  interest in this Lease.  Landlord and  Tenant  shall  each,
within  10  days  after receipt of a written request  from  the  other,
execute  and deliver a commercially reasonable estoppel certificate  to
those  parties  as are reasonably requested by the other  (including  a
Mortgagee or prospective purchaser). Without limitation, such  estoppel
certificate may include a certification as to the status of this Lease,
the  existence of any defaults and the amount of Rent that is  due  and
payable. Notwithstanding the foregoing in this Section to the contrary,
as a condition precedent to the future subordination of this Lease to a
future  Mortgage, Landlord shall be required to provide Tenant  with  a
non-disturbance, subordination, and attornment agreement  in  favor  of
Tenant   from  any  Mortgagee  who  comes  into  existence  after   the
Commencement Date.  Such non-disturbance, subordination, and attornment
agreement  in favor of Tenant shall provide that, so long as Tenant  is
paying  the  Rent due under the Lease and is not otherwise  in  default
under  the  Lease  beyond  any applicable cure  period,  its  right  to
possession and the other terms of the Lease shall remain in full  force
and   effect.   Such  non-disturbance,  subordination,  and  attornment
agreement may include other commercially reasonable provisions in favor
of  the  Mortgagee, including, without limitation, additional  time  on
behalf  of  the Mortgagee to cure defaults of the Landlord and  provide
that (a) neither Mortgagee nor any successor-in-interest shall be bound
by  (i) any payment of the Base Rent, Additional Rent, or other sum due
under this Lease for more than 1 month in advance or (ii) any amendment
or  modification of the Lease made without the express written  consent
of  Mortgagee  or any successor-in-interest; (b) neither Mortgagee  nor
any successor-in-interest will be liable for (i) any act or omission or
warranties of any prior landlord (including Landlord), (ii) the  breach
of   any   warranties  or  obligations  relating  to  construction   of
improvements on the Property or any tenant finish work performed or  to
have  been  performed  by any prior landlord (including  Landlord),  or
(iii)  the  return of any security deposit, except to the  extent  such
deposits have been received by Mortgagee; and (c) neither Mortgagee nor
any  successor-in-interest shall be subject to any offsets or  defenses
which   Tenant  might  have  against  any  prior  landlord   (including
Landlord).

24.  Notice.

  All  demands,  approvals, consents or notices (collectively  referred
to  as a "notice") shall be in writing and delivered by hand or sent by
registered or certified mail with return receipt requested or  sent  by
overnight or same day courier service at the party's respective  Notice
Address(es)  set forth in Section 1.  Each notice shall  be  deemed  to
have  been received on the earlier to occur of actual delivery  or  the
date  on  which  delivery  is refused, or, if Tenant  has  vacated  the
Premises or any other Notice Address of Tenant without providing a  new
Notice  Address, 3 days after notice is deposited in the U.S.  mail  or
with  a  courier service in the manner described above.   Either  party
may,  at  any  time, change its Notice Address (other than  to  a  post
office box address) by giving the other party written notice of the new
address.

25.  Surrender of Premises.

  At  the  termination of this Lease or Tenant's right  of  possession,
Tenant  shall remove Tenant's Property from the Premises, and quit  and
surrender  the  Premises to Landlord, broom clean, and in  good  order,
condition and repair, ordinary wear and tear and damage which  Landlord
is  obligated to repair hereunder excepted. If Tenant fails  to  remove
any  of Tenant's Property within 2 days after termination of this Lease
or  Tenant's right to possession, Landlord, at Tenant's sole  cost  and
expense,  shall  be entitled (but not obligated) to  remove  and  store
Tenant's  Property.  Landlord shall not be responsible for  the  value,
preservation  or  safekeeping of Tenant's Property.  Tenant  shall  pay
Landlord,  upon demand, the expenses and storage charges  incurred.  If
Tenant  fails to remove Tenant's Property from the Premises or storage,
within  30  days  after notice, Landlord may deem all or  any  part  of
Tenant's Property to be abandoned and title to Tenant's Property  shall
vest in Landlord.

26.  Miscellaneous.

  26.01   This  Lease shall be interpreted and enforced  in  accordance
with the Laws of the State of California and Landlord and Tenant hereby
irrevocably consent to the jurisdiction and proper venue of such  state
or  commonwealth.  If any term or provision of this Lease shall to  any
extent be void or unenforceable, the remainder of this Lease shall  not
be affected. If there is more than one Tenant or if Tenant is comprised
of  more than one party or entity, the obligations imposed upon  Tenant
shall be joint and several obligations of all the parties and entities,
and requests or demands from any one person or entity comprising Tenant
shall  be  deemed  to have been made by all such persons  or  entities.
Notices to any one person or entity shall be deemed to have been  given
to all persons and entities. Tenant represents and warrants to Landlord
that  each  individual  executing this Lease on  behalf  of  Tenant  is
authorized to do so on behalf of Tenant and that Tenant is not, and the
entities or individuals constituting Tenant or which may own or control
Tenant or which may be owned or controlled by Tenant are not, among the
individuals  or  entities identified on any list compiled  pursuant  to
Executive   Order  13224  for  the  purpose  of  identifying  suspected
terrorists.

  26.02   If  either  party  institutes a suit against  the  other  for
violation  of  or  to enforce any covenant, term or condition  of  this
Lease,  the prevailing party shall be entitled to all of its costs  and
expenses,  including, without limitation, reasonable  attorneys'  fees.
Landlord  and Tenant hereby waive any right to a trial by jury  in  any
eviction  or  forcible entry and detainer action or similar  possessory
proceeding  based  upon,  or  related to, this  Lease.  Either  party's
failure to declare a default immediately upon its occurrence, or  delay
in  taking action for a default, shall not constitute a waiver  of  the
default, nor shall it constitute an estoppel.

  26.03   Whenever a period of time is prescribed for the taking of  an
action  by  Landlord or Tenant (other than the payment of the  Security
Deposit or Rent), the period of time for the performance of such action
shall  be  extended  by  the number of days  that  the  performance  is
actually  delayed due to strikes, acts of God, shortages  of  labor  or
materials,  war,  terrorist acts, civil disturbances and  other  causes
beyond   the  reasonable  control  of  the  performing  party   ("Force
Majeure").

  26.04   Landlord  shall  have the right to transfer  and  assign,  in
whole  or  in part, all of its rights and obligations under this  Lease
and  in  the  Building and Property.  Upon transfer Landlord  shall  be
released  from any further obligations hereunder and Tenant  agrees  to
look  solely  to  the  successor  in  interest  of  Landlord  for   the
performance of such obligations, provided that, any successor  pursuant
to a voluntary, third party transfer (but not as part of an involuntary
transfer  resulting from a foreclosure or deed in lieu  thereof)  shall
have assumed Landlord's obligations under this Lease.

  26.05   Landlord  has delivered a copy of this Lease  to  Tenant  for
Tenant's  review  only and the delivery of it does  not  constitute  an
offer  to  Tenant  or an option. Tenant represents that  it  has  dealt
directly  with and only with the Broker as a broker in connection  with
this  Lease.  Tenant shall indemnify and hold Landlord and the Landlord
Related  Parties harmless from all claims of any other brokers claiming
to  have  represented  Tenant in connection with this  Lease.  Landlord
shall indemnify and hold Tenant and the Tenant Related Parties harmless
from all claims of any brokers claiming to have represented Landlord in
connection with this Lease.  Equity Office Properties Management  Corp.
("EOPMC") is an affiliate of Landlord and represents only the  Landlord
in  this transaction.  Any assistance rendered by any agent or employee
of  EOPMC in connection with this Lease or any subsequent amendment  or
modification  hereto  has been or will be made as an  accommodation  to
Tenant  solely in furtherance of consummating the transaction on behalf
of Landlord, and not as agent for Tenant.

  26.06  Time  is of the essence with respect to Tenant's  exercise  of
any  expansion,  renewal  or extension rights granted  to  Tenant.  The
expiration  of  the  Term,  whether by lapse of  time,  termination  or
otherwise,  shall  not  relieve either party of any  obligations  which
accrued  prior to or which may continue to accrue after the  expiration
or termination of this Lease.

  26.07   Tenant  may  peacefully have, hold and  enjoy  the  Premises,
subject  to the terms of this Lease, provided Tenant pays the Rent  and
fully  performs  all  of its covenants and agreements.   This  covenant
shall  be binding upon Landlord and its successors only during  its  or
their respective periods of ownership of the Building.

  26.08   This Lease does not grant any rights to light or air over  or
about  the  Building.   Landlord excepts and  reserves  exclusively  to
itself any and all rights not specifically granted to Tenant under this
Lease.  This Lease constitutes the entire agreement between the parties
and  supersedes all prior agreements and understandings related to  the
Premises,  including all lease proposals, letters of intent  and  other
documents.   Neither party is relying upon any warranty,  statement  or
representation not contained in this Lease.  This Lease may be modified
only  by a written agreement signed by an authorized representative  of
Landlord and Tenant.





      Landlord  and Tenant have executed this Lease as of the  day  and
year first above written.


                              LANDLORD:

                              CA-FOUNTAINGROVE     CENTER     LIMITED
                              PARTNERSHIP,    a   Delaware    limited
                              partnership

                              By: EOM  GP, L.L.C., a Delaware limited
                                   liability  company,  its   general
                                   partner

                                   By:  Equity   Office   Management,
                                        L.L.C.,  a  Delaware  limited
                                        liability company,  its  non-
                                        member manager

                                        By:  ________________________


                                        Name:
                                             ________________________


                                        Title:
                                             ________________________



                              TENANT:

                              SONOMA NATIONAL BANK

                              By:  _____________________________
                              Name:     _____________________________
                              Title:    _____________________________


                              By:  _____________________________
                              Name:     _____________________________
                              Title:    _____________________________

                              ____________________________________
                              Tenant's Tax ID Number (SSN or FEIN)


                               EXHIBIT A

                   OUTLINE AND LOCATION OF PREMISES


                              EXHIBIT A-1

                OUTLINE AND LOCATION OF OFFERING SPACE



                               EXHIBIT B

                          EXPENSES AND TAXES

This Exhibit is attached to and made a part of the Lease by and between
CA-FOUNTAINGROVE   CENTER  LIMITED  PARTNERSHIP,  a  Delaware   limited
partnership ("Landlord") and SONOMA NATIONAL BANK ("Tenant") for  space
in  the  Building  located at 3558 Round Barn  Boulevard,  Santa  Rosa,
California.

1.   Payments.

  1.01   Tenant  shall pay Tenant's Pro Rata Share of the total  amount
of  Expenses and Taxes for each calendar year during the Term. Landlord
shall provide Tenant with a good faith estimate of the total amount  of
Expenses  and  Taxes for each calendar year during  the  Term.   On  or
before  the  first day of each month, Tenant shall pay  to  Landlord  a
monthly installment equal to one-twelfth of Tenant's Pro Rata Share  of
Landlord's  estimate  of  the total amount of Expenses  and  Taxes.  If
Landlord  determines that its good faith estimate was  incorrect  by  a
material  amount, Landlord may provide Tenant with a revised  estimate.
After  its  receipt of the revised estimate, Tenant's monthly  payments
shall be based upon the revised estimate.  If Landlord does not provide
Tenant  with an estimate of the total amount of Expenses and  Taxes  by
January  1  of  a calendar year, Tenant shall continue to  pay  monthly
installments  based  on  the previous year's  estimate  until  Landlord
provides  Tenant  with  the new estimate.  Upon  delivery  of  the  new
estimate,  an  adjustment shall be made for any month for which  Tenant
paid  monthly  installments  based on  the  previous  year's  estimate.
Tenant shall pay Landlord the amount of any underpayment within 30 days
after  receipt of the new estimate.  Any overpayment shall be  refunded
to  Tenant  within  30  days or credited against the  next  due  future
installment(s) of Additional Rent.

  1.02   As  soon  as is practical following the end of  each  calendar
year,  Landlord  shall furnish Tenant with a statement  of  the  actual
amount and Tenant's Pro Rata Share of Expenses and Taxes for the  prior
calendar year.  If the estimated amount of Expenses and Taxes  for  the
prior  calendar  year is more than the actual amount  of  Expenses  and
Taxes for the prior calendar year, Landlord shall apply any overpayment
by Tenant against Additional Rent due or next becoming due, provided if
the  Term expires before the determination of the overpayment, Landlord
shall refund any overpayment to Tenant after first deducting the amount
of  Rent  due.  If the estimated amount of Expenses and Taxes  for  the
prior  calendar  year is less than the actual amount  of  Expenses  and
Taxes  for such prior year, Tenant shall pay Landlord, within  30  days
after  its  receipt  of  the  statement  of  Expenses  and  Taxes,  any
underpayment for the prior calendar year.

  1.03   Notwithstanding  anything  contained  in  this  Lease  to  the
contrary, Landlord and Tenant acknowledge and agree that for the period
commencing  with the Commencement Date and continuing through  December
31,  2004,  for  purposes of determining Tenant's  Pro  Rata  Share  of
Expenses and Taxes for such period, Expenses and Taxes for the Building
and the Property shall be capped at an amount equal to $0.70 per square
foot per month.

2.  Expenses.

  2.01   "Expenses"  means  all  costs and expenses  incurred  in  each
calendar year in connection with operating, maintaining, repairing, and
managing  the  Building  and the Property.  Expenses  include,  without
limitation:  (a)  all labor and labor related costs,  including  wages,
salaries,  bonuses,  taxes, insurance, uniforms,  training,  retirement
plans,  pension plans and other employee benefits for personnel  at  or
below the level of general manager; (b) management fees, provided  that
in no event shall the management fees for the Building (expressed as  a
percentage  of  gross receipts for the Building) exceed the  prevailing
market  management fees (expressed as a percentage of gross  receipts),
plus  1%  of such fees, for comparable third party management companies
offering comparable management services in office buildings similar  to
the  Building in class, size, age and location; (c) the reasonable cost
of  equipping,  staffing  and  operating  an  on-site  and/or  off-site
management office for the Building taking into consideration the  class
and  the  quality  of the Building, provided if the  management  office
services  one  or more other buildings or properties, the shared  costs
and  expenses  of  equipping, staffing and  operating  such  management
office(s)  shall  be  equitably prorated and  apportioned  between  the
Building  and the other buildings or properties; (d) accounting  costs;
(e)  the  cost  of  services; (f) rental and purchase  cost  of  parts,
supplies,  tools and equipment; (g) insurance premiums and deductibles;
(h)  electricity,  gas and other utility costs; and (i)  the  amortized
cost  of capital improvements (as distinguished from replacement  parts
or  components installed in the ordinary course of business) which are:
(1)  performed primarily to reduce current or future operating  expense
costs,  upgrade  Building security or otherwise improve  the  operating
efficiency  of  the Property; or (2) required to comply with  any  Laws
that  are enacted, or first interpreted to apply to the Property, after
the  date  of  this Lease.  The cost of capital improvements  shall  be
amortized  by  Landlord over the lesser of the Payback Period  (defined
below)  or  the  useful life of the capital improvement  as  reasonably
determined  by  Landlord.  The amortized cost of  capital  improvements
may,  at Landlord's option, include actual or imputed interest  at  the
rate  that Landlord would reasonably be required to pay to finance  the
cost  of the capital improvement. "Payback Period" means the reasonably
estimated  period of time that it takes for the cost savings  resulting
from  a  capital  improvement to equal the total cost  of  the  capital
improvement.  Landlord, by itself or through an affiliate,  shall  have
the  right  to  directly perform, provide and be  compensated  for  any
services under this Lease. If Landlord incurs Expenses for the Building
or  Property  together with one or more other buildings or  properties,
whether  pursuant  to  a  reciprocal easement  agreement,  common  area
agreement  or  otherwise,  the  shared  costs  and  expenses  shall  be
equitably  prorated and apportioned between the Building  and  Property
and the other buildings or properties.

  2.02   Expenses  shall not include: the cost of capital  improvements
(except  as  set  forth  above); depreciation;  principal  payments  of
mortgage and other non-operating debts of Landlord; the cost of repairs
or  other  work  to the extent Landlord is reimbursed by  insurance  or
condemnation  proceeds; costs in connection with leasing space  in  the
Building,  including  brokerage commissions; lease concessions,  rental
abatements  and  construction allowances granted to  specific  tenants;
costs incurred in connection with the sale, financing or refinancing of
the  Building;  costs  incurred  by Landlord  in  connection  with  the
correction  of  defects  in  design and original  construction  of  the
Building or Property; fines, interest and penalties incurred due to the
late  payment of Taxes or Expenses; organizational expenses  associated
with  the  creation  and  operation of  the  entity  which  constitutes
Landlord;  or  any penalties or damages that Landlord  pays  to  Tenant
under  this  Lease  or  to other tenants in the  Building  under  their
respective leases.

  2.03   If  the  Building  is  not at least 95%  occupied  during  any
calendar year or if Landlord is not supplying services to at least  95%
of the total Rentable Square Footage of the Building at any time during
a calendar year, Expenses shall, at Landlord's option, be determined as
if  the  Building had been 95% occupied and Landlord had been supplying
services  to 95% of the Rentable Square Footage of the Building  during
that  calendar  year.  Notwithstanding  the  foregoing,  Landlord   may
calculate  the  extrapolation of Expenses under this Section  based  on
100%  occupancy  and  service  so  long  as  such  percentage  is  used
consistently for each year of the Term.  The extrapolation of  Expenses
under   this  Section  shall  be  performed  in  accordance  with   the
methodology specified by the Building Owners and Managers Association.

3.   "Taxes"  shall  mean:   (a)  all real  property  taxes  and  other
assessments on the Building and/or Property, including, but not limited
to, gross receipts taxes, assessments for special improvement districts
and  building  improvement districts, governmental  charges,  fees  and
assessments  for police, fire, traffic mitigation or other governmental
service  of  purported benefit to the Property, taxes  and  assessments
levied  in substitution or supplementation in whole or in part  of  any
such  taxes and assessments and the Property's share of any real estate
taxes  and assessments under any reciprocal easement agreement,  common
area  agreement  or  similar agreement as  to  the  Property;  (b)  all
personal property taxes for property that is owned by Landlord and used
in  connection  with  the  operation, maintenance  and  repair  of  the
Property;  and  (c)  all  costs and fees incurred  in  connection  with
seeking  reductions in any tax liabilities described in  (a)  and  (b),
including,  without  limitation, any costs  incurred  by  Landlord  for
compliance,  review and appeal of tax liabilities.  Without limitation,
Taxes  shall  not  include any income, capital levy, transfer,  capital
stock,  gift,  estate  or inheritance tax. If  a  change  in  Taxes  is
obtained for any year of the Term during which Tenant paid Tenant's Pro
Rata Share of any Taxes, then Taxes for that year will be retroactively
adjusted and Landlord shall provide Tenant with a credit, if any, based
on the adjustment. Tenant shall pay Landlord the amount of Tenant's Pro
Rata  Share of any such increase in Taxes within 30 days after Tenant's
receipt of a statement from Landlord.

4.   Audit  Rights. Tenant, within 365 days after receiving  Landlord's
statement  of  Expenses,  may  give Landlord  written  notice  ("Review
Notice")  that  Tenant  intends to review  Landlord's  records  of  the
Expenses for that calendar year to which the statement applies.  Within
a  reasonable  time after receipt of the Review Notice, Landlord  shall
make all pertinent records available for inspection that are reasonably
necessary  for  Tenant  to  conduct its review.   If  any  records  are
maintained  at  a  location other than the management  office  for  the
Building, Tenant may either inspect the records at such other  location
or pay for the reasonable cost of copying and shipping the records.  If
Tenant retains an agent to review Landlord's records, the agent must be
with  a  CPA  firm licensed to do business in the state or commonwealth
where the Property is located.  Tenant shall be solely responsible  for
all   costs,  expenses  and  fees  incurred  for  the  audit.  However,
notwithstanding  the foregoing, if Landlord and Tenant  determine  that
Expenses  for  the  Building for the year in question  were  less  than
stated  by more than 5%, Landlord, within 30 days after its receipt  of
paid  invoices  therefor from Tenant, shall reimburse  Tenant  for  the
reasonable  amounts paid by Tenant to third parties in connection  with
such  review  by  Tenant.  Within 90 days after the  records  are  made
available  to  Tenant,  Tenant shall have the right  to  give  Landlord
written notice (an "Objection Notice") stating in reasonable detail any
objection to Landlord's statement of Expenses for that year. If  Tenant
fails to give Landlord an Objection Notice within the 90 day period  or
fails  to  provide  Landlord with a Review Notice within  the  365  day
period  described  above,  Tenant shall  be  deemed  to  have  approved
Landlord's  statement of Expenses and shall be barred from raising  any
claims  regarding the Expenses for that year.  The records obtained  by
Tenant  shall be treated as confidential.  In no event shall Tenant  be
permitted to examine Landlord's records or to dispute any statement  of
Expenses unless Tenant has paid and continues to pay all Rent when due.

                               EXHIBIT C

                              WORK LETTER


      This  Exhibit is attached to and made a part of the Lease by  and
between CA-FOUNTAINGROVE CENTER LIMITED PARTNERSHIP, a Delaware limited
partnership ("Landlord") and SONOMA NATIONAL BANK ("Tenant") for  space
in  the  Building  located at 3558 Round Barn  Boulevard,  Santa  Rosa,
California.

As used in this Work Letter, the "Premises" shall be deemed to mean the
Premises, as initially defined in the attached Lease

1.   Landlord  shall perform improvements to the Premises in accordance
     with  the  space plans prepared by Wix Architecture and identified
     as   "Scheme  D"  (the  "Space  Plans").  Landlord  shall   engage
     Landlord's  architect  to prepare at Landlord's  cost,  the  final
     architectural,  electrical and mechanical  construction  drawings,
     plans  and specifications (the "Construction Documents") necessary
     to  construct  the improvements contemplated by the  Space  Plans,
     which  Construction  Documents shall be  subject  to  approval  by
     Landlord  and Tenant. The improvements to be performed by Landlord
     in  accordance with the Space Plans and the Construction Documents
     are  hereinafter  referred  to  as  the  "Landlord  Work".  Tenant
     covenants  and agrees to devote such time as may be  necessary  in
     consultation with said architect and engineers to enable  them  to
     complete and submit the Construction Documents in a timely manner.
     Tenant  shall respond to any requests for information or  approval
     within  3  Business Days.  If the completion of  the  Construction
     Documents  is delayed because of any acts or omissions of  Tenant,
     Tenant  shall  be  responsible for one day  of  Tenant  Delay  (as
     defined in the Lease) for each day during which the completion  of
     the  Construction Documents is delayed.  (The word "architect"  as
     used  in this Exhibit shall include an interior designer or  space
     planner.)   It  is agreed that construction of the  Landlord  Work
     will be completed at Landlord's sole cost and expense (subject  to
     the  terms  of  Section 3 below) using Building Standard  methods,
     materials  and  finishes.   Landlord shall  enter  into  a  direct
     contract  for the Landlord Work with a general contractor selected
     by Landlord.  In addition, Landlord shall have the right to select
     and/or  approve of any subcontractors used in connection with  the
     Landlord Work.  Landlord's supervision or performance of any  work
     for or on behalf of Tenant shall not be deemed a representation by
     Landlord that the Space Plans, the Construction Documents  or  the
     revisions  thereto comply with applicable insurance  requirements,
     building  codes,  ordinances, laws or  regulations,  or  that  the
     improvements constructed in accordance with the Space Plans or the
     Construction Documents and any revisions thereto will be  adequate
     for Tenant's use, it being agreed that Tenant shall be responsible
     for  all  elements  of  the  design of the  Space  Plans  and  the
     Construction Documents (including, without limitation,  compliance
     with law, functionality of design, the structural integrity of the
     design,  the  configuration of the premises and the  placement  of
     Tenant's  furniture, appliances and equipment). However,  Landlord
     shall  obtain from the appropriate governmental authorities,  with
     respect  to  the  Landlord  Work  performed  by  Landlord  or  its
     contractors  in the Premises, all permits and approvals  necessary
     for the occupancy of the Premises.

2.   If  Tenant shall request any revisions to the Space Plans  or  the
     Construction   Documents,  Landlord  shall  have  such   revisions
     prepared  at  Tenant's  sole cost and  expense  and  Tenant  shall
     reimburse Landlord for the cost of preparing any such revisions to
     the  Space  Plans  or the Construction Documents (as  applicable),
     plus  any applicable state sales or use tax thereon, upon  demand.
     Promptly  upon completion of the revisions, Landlord shall  notify
     Tenant  in writing of the increased cost in the Landlord Work,  if
     any,  resulting from such revisions to the Space Plans and/or  the
     Construction  Documents.  Tenant, within one Business  Day,  shall
     notify Landlord in writing whether it desires to proceed with such
     revisions.  In the absence of such written authorization, Landlord
     shall   have   the  option  to  continue  work  on  the   Premises
     disregarding the requested revision.  Tenant shall be  responsible
     for  any Tenant Delay in completion of the Premises resulting from
     any revision to the Space Plans or the Construction Documents.  If
     such revisions result in an increase in the cost of Landlord Work,
     such  increased costs, plus any applicable state sales or use  tax
     thereon,  shall be payable by Tenant upon demand.  Notwithstanding
     anything herein to the contrary, all revisions to the Space  Plans
     and the Construction Documents shall be subject to the approval of
     Landlord.

3.   In  addition, Landlord, provided Tenant is not in default,  agrees
     to  provide  Tenant with an allowance in an amount not  to  exceed
     (i)  $50,000.00  (the "Above Standard Allowance")  to  be  applied
     toward  the  cost  of  above standard real  property  improvements
     within the Premises (the "Above Standard Improvements") which  are
     not  a  part of the Landlord Work; and (ii) $20,000.00 (the  "File
     System  Allowance")  to  be  applied  only  toward  the  cost   of
     structural  upgrades for Tenant's file system within  the  Premise
     (the  "File System Upgrades") which are not a part of the Landlord
     Work  (provided  that the aforesaid allowances in subsections  (i)
     and  (ii)  may  hereinafter be referred  to  collectively  as  the
     "Allowance").  Notwithstanding  any  of  the  foregoing   to   the
     contrary,  Tenant  may  apply up to  50%  of  the  Above  Standard
     Allowance  (i.e.  up to $25,000.00) toward the cost  of  the  File
     System  Upgrades. Landlord shall enter into a direct  contract  to
     construct  the  Above Standard Improvements and  the  File  System
     Upgrades with a general contractor selected by Landlord.   If  the
     Above  Standard Allowance shall not be sufficient to complete  the
     Above  Standard Improvements or if the File System  Allowance  and
     any  applicable portion of the Above Standard Allowance (up to 50%
     of  the  Above  Standard Allowance) shall  not  be  sufficient  to
     complete  the  File System Upgrades, Tenant shall pay  the  Excess
     Costs  (hereinafter defined), plus any applicable state  sales  or
     use  tax thereon.  Any portion of the Allowance which exceeds  the
     cost  of  the  Above  Standard Improvements  or  the  File  System
     Upgrades,  as  the  case may be, or is otherwise  remaining  after
     December  31, 2004, shall accrue to the sole benefit of  Landlord,
     it  being agreed that Tenant shall not be entitled to any  credit,
     offset,  abatement or payment with respect thereto.  For  purposes
     herein,   if  Landlord's  estimate  and/or  the  actual  cost   of
     construction of the Above Standard Improvements shall  exceed  the
     Above Standard Allowance or if the estimate and/or the actual cost
     of  construction of the File System Upgrades shall exceed the File
     System  Allowance, if any (such amounts exceeding either Allowance
     being herein referred to as the "Excess Costs"), Tenant shall  pay
     to  Landlord such Excess Costs, plus any applicable state sales or
     use  tax  thereon, upon demand.  The statements of costs submitted
     to  Landlord  by  Landlord's contractors shall be  conclusive  for
     purposes  of  determining the actual cost of the  items  described
     therein.  The amounts payable by Tenant hereunder constitute  Rent
     payable pursuant to the Lease, and the failure to timely pay  same
     constitutes an event of default under the Lease.

4.   This  Exhibit  shall not be deemed applicable  to  any  additional
     space  added  to the Premises at any time or from  time  to  time,
     whether  by any options under the Lease or otherwise,  or  to  any
     portion  of the original Premises or any additions to the Premises
     in the event of a renewal or extension of the original Term of the
     Lease, whether by any options under the Lease or otherwise, unless
     expressly  so provided in the Lease or any amendment or supplement
     to the Lease.

                               EXHIBIT D
                          COMMENCEMENT LETTER
                               (EXAMPLE)


Date      ______________________

Tenant    ______________________
Address   ______________________
          ______________________
          ______________________

Re:  Commencement Letter with respect to that certain Lease dated as of
     the   _____   day  of  __________,  _____,  by  and  between   CA-
     FOUNTAINGROVE  CENTER  LIMITED  PARTNERSHIP,  a  Delaware  limited
     partnership, as Landlord, and SONOMA NATIONAL BANK, as Tenant, for
     ________  rentable  square  feet on  the  ________  floor  of  the
     Building located at _____________________________________.

Dear __________________:

     In   accordance  with  the  terms  and  conditions  of  the  above
referenced Lease, Tenant accepts possession of the Premises and agrees:

        1.      The    Commencement    Date    of    the    Lease    is
________________________;

         2.      The    Termination    Date    of    the    Lease    is
____________________________.

     Please acknowledge your acceptance of possession and agreement  to
the  terms  set  forth  above by signing all  3  counterparts  of  this
Commencement  Letter  in  the  space provided  and  returning  2  fully
executed counterparts to my attention.

Sincerely,

___________________________________
Authorized Signatory

Agreed and Accepted:


     Tenant:   SONOMA NATIONAL BANK

     By:       ______________________
     Name:     ______________________
     Title:    ______________________
     Date:     ______________________

                               EXHIBIT E

                    BUILDING RULES AND REGULATIONS

     The following rules and regulations shall apply, where applicable,
to  the  Premises, the Building, the parking facilities (if  any),  the
Property and the appurtenances.  In the event of a conflict between the
following rules and regulations and the remainder of the terms  of  the
Lease,  the  remainder  of  the  terms  of  the  Lease  shall  control.
Capitalized terms have the same meaning as defined in the Lease.

1.   Sidewalks,  doorways,  vestibules,  halls,  stairways  and   other
     similar areas shall not be obstructed by Tenant or used by  Tenant
     for  any  purpose other than ingress and egress to  and  from  the
     Premises.  No rubbish, litter, trash, or material shall be placed,
     emptied, or thrown in those areas.  At no time shall Tenant permit
     Tenant's  employees to loiter in Common Areas or  elsewhere  about
     the Building or Property.

2.   Plumbing  fixtures  and appliances shall  be  used  only  for  the
     purposes  for  which designed and no sweepings, rubbish,  rags  or
     other  unsuitable  material  shall be  thrown  or  placed  in  the
     fixtures   or   appliances.   Damage  resulting  to  fixtures   or
     appliances by Tenant, its agents, employees or invitees  shall  be
     paid  for by Tenant and Landlord shall not be responsible for  the
     damage.

3.   No signs, advertisements or notices shall be painted or affixed to
     windows,  doors  or other parts of the Building, except  those  of
     such  color, size, style and in such places as are first  approved
     in  writing  by  Landlord.   All tenant identification  and  suite
     numbers  at  the  entrance to the Premises shall be  installed  by
     Landlord,  at  Tenant's  cost  and  expense,  using  the  standard
     graphics  for the Building. Except in connection with the  hanging
     of  lightweight pictures and wall decorations, no nails, hooks  or
     screws shall be inserted into any part of the Premises or Building
     except  by  the Building maintenance personnel without  Landlord's
     prior approval, which approval shall not be unreasonably withheld.

4.   Landlord may provide and maintain in the first floor (main  lobby)
     of the Building an alphabetical directory board or other directory
     device  listing tenants and no other directory shall be  permitted
     unless previously consented to by Landlord in writing.

5.   Tenant shall not place any lock(s) on any door in the Premises  or
     Building  without Landlord's prior written consent, which  consent
     shall  not be unreasonably withheld, and Landlord shall  have  the
     right at all times to retain and use keys or other access codes or
     devices  to  all locks within and into the Premises.  A reasonable
     number  of  keys to the locks on the entry doors in  the  Premises
     shall  be  furnished by Landlord to Tenant at  Tenant's  cost  and
     Tenant  shall  not  make any duplicate keys.  All  keys  shall  be
     returned to Landlord at the expiration or early termination of the
     Lease.

6.   All  contractors,  contractor's representatives  and  installation
     technicians  performing work in the Building shall be  subject  to
     Landlord's   prior   approval,  which  approval   shall   not   be
     unreasonably  withheld,  and  shall be  required  to  comply  with
     Landlord's  standard rules, regulations, policies and  procedures,
     which may be revised from time to time.

7.   Movement  in  or  out  of  the Building  of  furniture  or  office
     equipment,  or  dispatch or receipt by Tenant  of  merchandise  or
     materials  requiring the use of elevators, stairways, lobby  areas
     or  loading  dock  areas, shall be restricted to hours  reasonably
     designated  by  Landlord.   Tenant shall obtain  Landlord's  prior
     approval  by  providing a detailed listing of the activity,  which
     approval  shall  not  be unreasonably withheld.   If  approved  by
     Landlord, the activity shall be under the supervision of  Landlord
     and  performed in the manner required by Landlord.   Tenant  shall
     assume  all  risk for damage to articles moved and injury  to  any
     persons  resulting from the activity.  If equipment, property,  or
     personnel of Landlord or of any other party is damaged or  injured
     as a result of or in connection with the activity, Tenant shall be
     solely liable for any resulting damage, loss or injury.

8.   Landlord  shall  have the right to approve the  weight,  size,  or
     location of heavy equipment or articles in and about the Premises,
     which approval shall not be unreasonably withheld.  Damage to  the
     Building by the installation, maintenance, operation, existence or
     removal  of  Tenant's Property shall be repaired at Tenant's  sole
     expense.

9.   Corridor doors, when not in use, shall be kept closed.

10.  Tenant  shall not:  (1) make or permit any improper, objectionable
     or  unpleasant  noises  or  odors in the  Building,  or  otherwise
     interfere in any way with other tenants or persons having business
     with  them;  (2)  solicit business or distribute or  cause  to  be
     distributed,   in   any   portion  of  the  Building,   handbills,
     promotional  materials or other advertising;  or  (3)  conduct  or
     permit  other activities in the Building that might, in Landlord's
     sole opinion, constitute a nuisance.

11.  No  animals, except those assisting handicapped persons, shall  be
     brought into the Building or kept in or about the Premises.

12.  No  inflammable, explosive or dangerous fluids or substances shall
     be  used or kept by Tenant in the Premises, Building or about  the
     Property,  except for those substances as are typically  found  in
     similar  premises used for general office purposes and  are  being
     used  by  Tenant  in  a  safe manner and in  accordance  with  all
     applicable  Laws.   Tenant  shall not,  without  Landlord's  prior
     written  consent, use, store, install, spill, remove,  release  or
     dispose  of, within or about the Premises or any other portion  of
     the  Property,  any asbestos-containing materials  or  any  solid,
     liquid or gaseous material now or subsequently considered toxic or
     hazardous under the provisions of 42 U.S.C. Section 9601  et  seq.
     or  any other applicable environmental Law which may now or  later
     be in effect.  Tenant shall comply with all Laws pertaining to and
     governing  the use of these materials by Tenant and  shall  remain
     solely liable for the costs of abatement and removal.

13.  Tenant  shall not use or occupy the Premises in any manner or  for
     any  purpose  which  might  injure the reputation  or  impair  the
     present  or  future value of the Premises or the Building.  Tenant
     shall  not use, or permit any part of the Premises to be used  for
     lodging, sleeping or for any illegal purpose.

14.  Tenant  shall  not take any action which would violate  Landlord's
     labor  contracts or which would cause a work stoppage,  picketing,
     labor  disruption or dispute or interfere with Landlord's  or  any
     other  tenant's  or  occupant's business or with  the  rights  and
     privileges  of  any  person  lawfully  in  the  Building   ("Labor
     Disruption").  Tenant shall take the actions necessary to  resolve
     the  Labor Disruption, and shall have pickets removed and, at  the
     request  of  Landlord,  immediately  terminate  any  work  in  the
     Premises  that  gave rise to the Labor Disruption, until  Landlord
     gives  its  written consent for the work to resume.  Tenant  shall
     have  no claim for damages against Landlord or any of the Landlord
     Related  Parties nor shall the Commencement Date of  the  Term  be
     extended as a result of the above actions.

15.  Tenant  shall not install, operate or maintain in the Premises  or
     in any other area of the Building, electrical equipment that would
     overload  the  electrical system beyond its capacity  for  proper,
     efficient  and  safe operation as determined solely  by  Landlord.
     Tenant  shall  not  furnish cooling or heating  to  the  Premises,
     including, without limitation, the use of electric or gas  heating
     devices,  without Landlord's prior written consent.  Tenant  shall
     not  use more than its proportionate share of telephone lines  and
     other  telecommunication  facilities  available  to  service   the
     Building.

16.  Tenant shall not operate or permit to be operated a coin or  token
     operated  vending  machine or similar device  (including,  without
     limitation,   telephones,  lockers,  toilets,  scales,   amusement
     devices  and  machines  for  sale  of  beverages,  foods,   candy,
     cigarettes and other goods), except for machines for the exclusive
     use of Tenant's employees and invitees.

17.  Bicycles  and other vehicles are not permitted inside the Building
     or   on  the  walkways  outside  the  Building,  except  in  areas
     designated by Landlord.

18.  Landlord  may  from time to time adopt systems and procedures  for
     the  security  and  safety of the Building and the  Property,  its
     occupants,   entry,  use  and  contents.   Tenant,   its   agents,
     employees,  contractors,  guests and invitees  shall  comply  with
     Landlord's systems and procedures.

19.  Landlord shall have the right to prohibit the use of the  name  of
     the  Building or any other publicity by Tenant that in  Landlord's
     sole  opinion  may impair the reputation of the  Building  or  its
     desirability.   Upon  written notice from Landlord,  Tenant  shall
     refrain from and discontinue such publicity immediately.

20.  Neither  Tenant nor its agents, employees, contractors, guests  or
     invitees shall smoke or permit smoking in the Common Areas, unless
     a  portion  of  the Common Areas have been declared  a  designated
     smoking area by Landlord, nor shall the above parties allow  smoke
     from  the  Premises to emanate into the Common Areas or any  other
     part  of the Building.  Landlord shall have the right to designate
     the Building (including the Premises) as a non-smoking building.

21.  Landlord  shall  have the right to designate and approve  standard
     window coverings for the Premises and to establish rules to assure
     that  the Building presents a uniform exterior appearance.  Tenant
     shall  ensure, to the extent reasonably practicable,  that  window
     coverings  are  closed on windows in the Premises while  they  are
     exposed to the direct rays of the sun.

22.  Deliveries  to  and from the Premises shall be made  only  at  the
     times  in the areas and through the entrances and exits reasonably
     designated  by Landlord.  Tenant shall not make deliveries  to  or
     from the Premises in a manner that might interfere with the use by
     any  other  tenant  of its premises or of the  Common  Areas,  any
     pedestrian  use,  or  any  use which  is  inconsistent  with  good
     business practice.

23.  The  work  of cleaning personnel shall not be hindered  by  Tenant
     after  5:30 p.m., and cleaning work may be done at any  time  when
     the offices are vacant. Windows, doors and fixtures may be cleaned
     at  any  time.   Tenant shall provide adequate waste  and  rubbish
     receptacles  to  prevent  unreasonable hardship  to  the  cleaning
     service.

                               EXHIBIT F

                         ADDITIONAL PROVISIONS

      This  Exhibit is attached to and made a part of the Lease by  and
between CA-FOUNTAINGROVE CENTER LIMITED PARTNERSHIP, a Delaware limited
partnership ("Landlord") and SONOMA NATIONAL BANK ("Tenant") for  space
in  the  Building  located at 3558 Round Barn  Boulevard,  Santa  Rosa,
California.


1.   RIGHT OF FIRST OFFER.

     A.   Grant of Option; Conditions.  Tenant shall have the one  time
          right  of  first  offer  (the "Right of  First  Offer")  with
          respect  to  the  remaining space in the Building  (i.e.  the
          building  located at 3558 Round Barn Boulevard) not  part  of
          the Premises as shown on the demising plan attached hereto as
          Exhibit  A-1 (collectively, the "Offering Space").   Tenant's
          Right  of First Offer shall be exercised as follows:  at  any
          time  after Landlord has determined that the existing  tenant
          in  a  portion of the Offering Space will not extend or renew
          the  term of its lease for such Offering Space (but prior  to
          leasing  such  Offering  Space to  a  party  other  than  the
          existing tenant), Landlord shall advise Tenant (the "Advice")
          of  the terms under which Landlord is prepared to lease  such
          portion of the Offering Space to Tenant for the remainder  of
          the  Term,  which  terms shall reflect the Prevailing  Market
          (hereinafter  defined) rate for such portion of the  Offering
          Space as reasonably determined by Landlord.  Tenant may lease
          such  portion  of  the Offering Space in its  entirety  only,
          under such terms, by delivering written notice of exercise to
          Landlord (the "Notice of Exercise") within 10 days after  the
          date  of  the Advice, except that Tenant shall have  no  such
          Right  of  First  Offer and Landlord need not provide  Tenant
          with an Advice, if:

          1.   Tenant  is  in  default  under  the  Lease  beyond   any
               applicable cure periods at the time that Landlord  would
               otherwise deliver the Advice; or

          2.   the  Premises, or any portion thereof, is sublet  (other
               than  pursuant  to a Permitted Transfer, as  defined  in
               Section  11  of  the Lease) at the time  Landlord  would
               otherwise deliver the Advice; or

          3.   the  Lease has been assigned (other than pursuant  to  a
               Permitted  Transfer, as defined in  Section  11  of  the
               Lease)  prior  to  the  date  Landlord  would  otherwise
               deliver the Advice; or

          4.   Tenant  is  not  occupying  the  Premises  on  the  date
               Landlord would otherwise deliver the Advice; or

          5.   the  applicable  portion of the Offering  Space  is  not
               intended  for  the  exclusive use of Tenant  during  the
               Term; or

          6.   the  existing  tenant in the applicable portion  of  the
               Offering  Space is interested in extending  or  renewing
               its  lease  for  such portion of the Offering  Space  or
               entering  into  a  new  lease for such  portion  of  the
               Offering Space.

     B.   Terms for Offering Space.

         1.   The  term  for  the  applicable portion of  the  Offering
               Space  shall commence upon the commencement date  stated
               in the Advice and thereupon such portion of the Offering
               Space  shall  be  considered a  part  of  the  Premises,
               provided  that  all of the terms stated  in  the  Advice
               shall  govern  Tenant's leasing of such portion  of  the
               Offering Space and only to the extent that they  do  not
               conflict  with  the Advice, the terms and conditions  of
               this  Lease shall apply to such portion of the  Offering
               Space.

          2.   Tenant shall pay Base Rent and Additional Rent for  such
               portion  of  the Offering Space in accordance  with  the
               terms  and  conditions of the Advice,  which  terms  and
               conditions shall reflect the Prevailing Market rate  for
               the   applicable  portion  of  the  Offering  Space   as
               determined in Landlord's reasonable judgment.

          3.   The  applicable portion of the Offering Space (including
               improvements and personalty, if any) shall  be  accepted
               by  Tenant  in  its condition and as-built configuration
               existing  on  the  earlier  of  the  date  Tenant  takes
               possession of such portion of the Offering Space  or  as
               of  the  date the term for such portion of the  Offering
               Space commences, unless the Advice specifies any work to
               be performed by Landlord in such portion of the Offering
               Space, in which case Landlord shall perform such work in
               such  portion  of the Offering Space.   If  Landlord  is
               delayed  delivering possession of such  portion  of  the
               Offering   Space  due  to  the  holdover   or   unlawful
               possession  of  such space by any party, Landlord  shall
               use  reasonable  efforts  to obtain  possession  of  the
               space, and the commencement of the term for such portion
               of  the Offering Space shall be postponed until the date
               Landlord  delivers possession of the applicable  portion
               of  the Offering Space to Tenant free from occupancy  by
               any party.

     C.   Termination  of Right of First Offer.  The rights  of  Tenant
          hereunder  with  respect to each applicable  portion  of  the
          Offering  Space shall terminate on the earlier to  occur  of:
          (i)  Tenant's  failure to exercise its Right of  First  Offer
          within  the  10 day period provided in Section A  above;  and
          (ii)  the date Landlord would have provided Tenant an  Advice
          if  Tenant  had not been in violation of one or more  of  the
          conditions set forth in Section A above.

     D.   Offering  Amendment.  If Tenant exercises its Right of  First
          Offer,  Landlord  shall prepare an amendment  (the  "Offering
          Amendment")  adding the applicable portion  of  the  Offering
          Space  to  the Premises on the terms set forth in the  Advice
          and  reflecting the changes in the Base Rent, Rentable Square
          Footage  of the Premises, Tenant's Pro Rata Share  and  other
          appropriate terms.  A copy of the Offering Amendment shall be
          sent  to  Tenant  within a reasonable time  after  Landlord's
          receipt  of  the Notice of Exercise executed by  Tenant,  and
          Tenant  shall  execute and return the Offering  Amendment  to
          Landlord  within  15 days thereafter, but an otherwise  valid
          exercise of the Right of First Offer shall be fully effective
          whether or not the Offering Amendment is executed.

     E.   Definition of Prevailing Market.  For purposes of this  Right
          of  First Offer provision, "Prevailing Market" shall mean the
          annual  rental  rate per square foot for space comparable  to
          the  applicable portion of the Offering Space in the Building
          and  office buildings comparable to the Building in the Santa
          Rosa,  California area under leases and renewal and expansion
          amendments  being  entered into at or  about  the  time  that
          Prevailing  Market  is being determined,  giving  appropriate
          consideration  to tenant concessions, brokerage  commissions,
          tenant  improvement allowances, existing improvements in  the
          space  in  question,  and the method of allocating  operating
          expenses  and  taxes.  Notwithstanding the  foregoing,  space
          leased under any of the following circumstances shall not  be
          considered  to  be comparable for purposes  hereof:  (i)  the
          lease  term is for less than the lease term of the applicable
          portion  of  the Offering Space, (ii) the space is encumbered
          by  the  option rights of another tenant, or (iii) the  space
          has  a lack of windows and/or an awkward or unusual shape  or
          configuration.   The  foregoing is  not  intended  to  be  an
          exclusive  list  of space that will not be considered  to  be
          comparable.

     F.   Subordination.   Notwithstanding  anything  herein   to   the
          contrary,  Tenant's  Right  of First  Offer  is  subject  and
          subordinate to the expansion rights (whether such rights  are
          designated as a right of first offer, right of first refusal,
          expansion  option  or otherwise) of Morgan Stanley  DW,  Inc.
          with respect to the second floor of the Building.


2.   FIRST RENEWAL OPTION.

     A.   Grant of Option; Conditions.  Tenant shall have the right  to
          extend  the  Term  (the  "First  Renewal  Option")  for   one
          additional period of 5 years commencing on the day  following
          the  Termination Date of the initial Term and ending  on  the
          5th  anniversary of the Termination Date (the "First  Renewal
          Term"), if:

          1.   Landlord  receives  notice of exercise  ("First  Initial
               Renewal  Notice") not less than 9 full  calendar  months
               prior to the expiration of the initial Term and not more
               than 12 full calendar months prior to the expiration  of
               the initial Term; and

          2.   Tenant  is  not  in default under the Lease  beyond  any
               applicable cure periods at the time that Tenant delivers
               its  First Initial Renewal Notice or at the time  Tenant
               delivers  its  First Binding Notice (as defined  below);
               and

          3.   No  part  of the Premises is sublet (other than pursuant
               to a Permitted Transfer, as defined in Section 11 of the
               Lease)  at  the  time  that Tenant  delivers  its  First
               Initial  Renewal  Notice or at the time Tenant  delivers
               its First Binding Notice; and

          4.   The Lease has not been assigned (other than pursuant  to
               a  Permitted Transfer, as defined in Section 11  of  the
               Lease) prior to the date that Tenant delivers its  First
               Initial  Renewal  Notice or prior  to  the  date  Tenant
               delivers its First Binding Notice.

     B.   Terms Applicable to Premises During First Renewal Term.

          1.   The  initial Base Rent rate per rentable square foot for
               the  Premises during the First Renewal Term shall  equal
               the  Prevailing  Market (hereinafter defined)  rate  per
               rentable square foot for the Premises.  Base Rent during
               the  First  Renewal Term shall increase, if at  all,  in
               accordance   with   the   increases   assumed   in   the
               determination  of  Prevailing Market  rate.   Base  Rent
               attributable to the Premises shall be payable in monthly
               installments in accordance with the terms and conditions
               of Section 4 of the Lease.

          2.   Tenant  shall  pay  Additional  Rent  (i.e.,  Taxes  and
               Expenses) for the Premises during the First Renewal Term
               in  accordance  with  Exhibit B of the  Lease,  and  the
               manner  and  method in which Tenant reimburses  Landlord
               for  Tenant's share of Taxes and Expenses and  the  Base
               Year,  if any, applicable to such matter, shall be  some
               of  the factors considered in determining the Prevailing
               Market rate for the First Renewal Term.

     C.   Initial Procedure for Determining Prevailing Market.   Within
          30  days  after  receipt  of Tenant's First  Initial  Renewal
          Notice,  Landlord shall advise Tenant of the applicable  Base
          Rent  rate  for  the  Premises for the  First  Renewal  Term.
          Tenant,  within  15  days after the date  on  which  Landlord
          advises Tenant of the applicable Base Rent rate for the First
          Renewal  Term,  shall either (i) give Landlord final  binding
          written  notice ("First Binding Notice") of Tenant's exercise
          of  its  Renewal  Option, or (ii) if  Tenant  disagrees  with
          Landlord's  determination,  provide  Landlord  with   written
          notice  of  rejection  (the "Rejection Notice").   If  Tenant
          fails  to provide Landlord with either a First Binding Notice
          or Rejection Notice within such 15 day period, Tenant's First
          Renewal Option shall be null and void and of no further force
          and effect.  If Tenant provides Landlord with a First Binding
          Notice,  Landlord  and  Tenant shall  enter  into  the  First
          Renewal  Amendment  (as defined below)  upon  the  terms  and
          conditions  set  forth herein.  If Tenant  provides  Landlord
          with  a  Rejection  Notice, Landlord and  Tenant  shall  work
          together  in  good faith to agree upon the Prevailing  Market
          rate  for  the Premises during the First Renewal Term.   When
          Landlord  and  Tenant have agreed upon the Prevailing  Market
          rate for the Premises, such agreement shall be reflected in a
          written agreement between Landlord and Tenant, whether  in  a
          letter or otherwise, and Landlord and Tenant shall enter into
          the  First Renewal Amendment in accordance with the terms and
          conditions   hereof.   Notwithstanding  the   foregoing,   if
          Landlord  and Tenant are unable to agree upon the  Prevailing
          Market  rate for the Premises within 30 days after  the  date
          Tenant  provides Landlord with the Rejection Notice,  Tenant,
          by   written  notice  to  Landlord  (the  "First  Arbitration
          Notice")  within 5 days after the expiration of such  30  day
          period,  shall  have the right to have the Prevailing  Market
          rate determined in accordance with the arbitration procedures
          described  in  Section D below.  If Landlord and  Tenant  are
          unable  to  agree  upon the Prevailing Market  rate  for  the
          Premises within the 30 day period described and Tenant  fails
          to  timely  exercise its right to arbitrate,  Tenant's  First
          Renewal Option shall be deemed to be null and void and of  no
          further force and effect.

     D.   Arbitration Procedure.

          1.   If  Tenant  provides Landlord with a  First  Arbitration
               Notice,  Landlord and Tenant, within 5  days  after  the
               date   of  the  First  Arbitration  Notice,  shall  each
               simultaneously  submit  to  the  other,  in   a   sealed
               envelope,  its  good faith estimate  of  the  Prevailing
               Market  rate  for the Premises during the First  Renewal
               Term (collectively referred to as the "Estimates").   If
               the  higher of such Estimates is not more than  105%  of
               the lower of such Estimates, then Prevailing Market rate
               shall  be  the  average of the two  Estimates.   If  the
               Prevailing  Market rate is not resolved by the  exchange
               of  Estimates, then, within 7 days after the exchange of
               Estimates,  Landlord  and Tenant shall  each  select  an
               appraiser  to determine which of the two Estimates  most
               closely  reflects  the Prevailing Market  rate  for  the
               Premises  during the First Renewal Term.  Each appraiser
               so selected shall be certified as an MAI appraiser or as
               an  ASA  appraiser and shall have had at least  5  years
               experience within the previous 10 years as a real estate
               appraiser  working in Santa Rosa, California area,  with
               working knowledge of current rental rates and practices.
               For  purposes  hereof,  an  "MAI"  appraiser  means   an
               individual  who holds an MAI designation  conferred  by,
               and  is an independent member of, the American Institute
               of    Real   Estate   Appraisers   (or   its   successor
               organization,  or  in the event there  is  no  successor
               organization,  the  organization  and  designation  most
               similar), and an "ASA" appraiser means an individual who
               holds the Senior Member designation conferred by, and is
               an  independent  member  of,  the  American  Society  of
               Appraisers  (or its successor organization, or,  in  the
               event   there   is   no   successor  organization,   the
               organization and designation most similar).

          2.   Upon selection, Landlord's and Tenant's appraisers shall
               work  together in good faith to agree upon which of  the
               two  Estimates  most  closely  reflects  the  Prevailing
               Market  rate for the Premises.  The Estimate  chosen  by
               such  appraisers shall be binding on both  Landlord  and
               Tenant as the Base Rent rate for the Premises during the
               First  Renewal Term.  If either Landlord or Tenant fails
               to appoint an appraiser within the 7 day period referred
               to  above,  the appraiser appointed by the  other  party
               shall be the sole appraiser for the purposes hereof.  If
               the  two  appraisers cannot agree upon which of the  two
               Estimates  most  closely reflects the Prevailing  Market
               within 20 days after their appointment, then, within  10
               days after the expiration of such 20 day period, the two
               appraisers  shall select a third appraiser  meeting  the
               aforementioned criteria.  Once the third appraiser (i.e.
               arbitrator)  has  been selected as provided  for  above,
               then, as soon thereafter as practicable but in any  case
               within   14   days,  the  arbitrator  shall   make   his
               determination of which of the two Estimates most closely
               reflects  the  Prevailing Market rate and such  Estimate
               shall be binding on both Landlord and Tenant as the Base
               Rent  rate for the Premises.  If the arbitrator believes
               that  expert advice would materially assist him, he  may
               retain  one  or more qualified persons to  provide  such
               expert  advice.  The parties shall share equally in  the
               costs  of the arbitrator and of any experts retained  by
               the  arbitrator.  Any fees of any appraiser, counsel  or
               experts engaged directly by Landlord or Tenant, however,
               shall  be  borne by the party retaining such  appraiser,
               counsel or expert.

          3.   If the Prevailing Market rate has not been determined by
               the commencement date of the First Renewal Term, Tenant
               shall pay Base Rent upon the terms and conditions in
               effect during the last month of the initial Term for the
               Premises until such time as the Prevailing Market
               rate has been determined.  Upon such determination, the
               Base Rent for the Premises shall be retroactively
               adjusted to the commencement of the First Renewal
               Term for the Premises.  If such adjustment results in
               an underpayment of Base Rent by Tenant, Tenant shall
               pay Landlord the amount of such underpayment within 30
               days after the determination thereof.  If such
               adjustment results in an overpayment of Base Rent by
               Tenant, Landlord shall credit such overpayment against
               the next installment of Base Rent due under the Lease
               and, to the extent necessary, any subsequent
               installments, until the entire amount of such
               overpayment has been credited against Base Rent.

     E.   First  Renewal  Amendment.   If Tenant  is  entitled  to  and
          properly  exercises its First Renewal Option, Landlord  shall
          prepare  an  amendment  (the "First  Renewal  Amendment")  to
          reflect changes in the Base Rent, Term, Termination Date  and
          other  appropriate terms.  The First Renewal Amendment  shall
          be  sent  to Tenant within a reasonable time after Landlord's
          receipt   of  the  First  Binding  Notice  or  other  written
          agreement  by  Landlord and Tenant regarding  the  Prevailing
          Market  rate, and Tenant shall execute and return  the  First
          Renewal  Amendment to Landlord within 15 days after  Tenant's
          receipt  of  same,  but,  upon  final  determination  of  the
          Prevailing  Market rate applicable during the  First  Renewal
          Term as described herein, an otherwise valid exercise of  the
          First Renewal Option shall be fully effective whether or  not
          the First Renewal Amendment is executed.

     F.   Definition of Prevailing Market.  For purposes of this  First
          Renewal  Option,  "Prevailing Market"  shall  mean  the  arms
          length  fair  market annual rental rate per  rentable  square
          foot  under renewal leases and amendments entered into on  or
          about  the  date  on  which the Prevailing  Market  is  being
          determined hereunder for space comparable to the Premises  in
          the  Building and office buildings comparable to the Building
          in  the  Santa  Rosa, California area.  The determination  of
          Prevailing  Market  shall  take  into  account  any  material
          economic differences between the terms of this Lease and  any
          comparison  lease  or  amendment, such  as  rent  abatements,
          construction costs and other concessions and the  manner,  if
          any, in which the landlord under any such lease is reimbursed
          for  operating  expenses  and taxes.   The  determination  of
          Prevailing  Market  shall also take  into  consideration  any
          reasonably anticipated changes in the Prevailing Market  rate
          from the time such Prevailing Market rate is being determined
          and   the  time  such  Prevailing  Market  rate  will  become
          effective under this Lease.

     G.   Subordination.   Notwithstanding  anything  herein   to   the
          contrary,  Tenant's  First  Renewal  Option  is  subject  and
          subordinate to the expansion rights (whether such rights  are
          designated as a right of first offer, right of first refusal,
          expansion  option  or otherwise) of Morgan Stanley  DW,  Inc.
          with respect to the second floor of the Building.

3.   SECOND RENEWAL OPTION.

     A.   Grant of Option; Conditions.  Tenant shall have the right  to
          extend  the  Term  (the  "Second  Renewal  Option")  for  one
          additional period of 5 years commencing on the day  following
          the Termination Date of the First Renewal Term and ending  on
          the  5th  anniversary of the Termination Date  of  the  First
          Renewal Term (the "Second Renewal Term"), if:

          1.   Landlord  receives notice of exercise  ("Second  Initial
               Renewal  Notice") not less than 9 full  calendar  months
               prior  to  the expiration of the First Renewal Term  and
               not  more  than  12 full calendar months  prior  to  the
               expiration of the First Renewal Term; and

          2.   Tenant  is  not  in default under the Lease  beyond  any
               applicable cure periods at the time that Tenant delivers
               its  Second Initial Renewal Notice or at the time Tenant
               delivers  its Second Binding Notice (as defined  below);
               and

          3.   No  part  of the Premises is sublet (other than pursuant
               to a Permitted Transfer, as defined in Section 11 of the
               Lease)  at  the  time  that Tenant delivers  its  Second
               Initial  Renewal  Notice or at the time Tenant  delivers
               its Second Binding Notice; and

          4.   The Lease has not been assigned (other than pursuant  to
               a  Permitted Transfer, as defined in Section 11  of  the
               Lease) prior to the date that Tenant delivers its Second
               Initial  Renewal  Notice or prior  to  the  date  Tenant
               delivers its Second Binding Notice; and

          5.   The First Renewal Option has been properly exercised  by
               Tenant.

     B.   Terms Applicable to Premises During Second Renewal Term.

          1.   The  initial Base Rent rate per rentable square foot for
               the  Premises during the Second Renewal Term shall equal
               the  Prevailing  Market (hereinafter defined)  rate  per
               rentable square foot for the Premises.  Base Rent during
               the  Second Renewal Term shall increase, if at  all,  in
               accordance   with   the   increases   assumed   in   the
               determination  of  Prevailing Market  rate.   Base  Rent
               attributable to the Premises shall be payable in monthly
               installments in accordance with the terms and conditions
               of Section 4 of the Lease.

          2.   Tenant  shall  pay  Additional  Rent  (i.e.,  Taxes  and
               Expenses)  for  the Premises during the  Second  Renewal
               Term in accordance with Exhibit B of the Lease, and  the
               manner  and  method in which Tenant reimburses  Landlord
               for  Tenant's share of Taxes and Expenses and  the  Base
               Year,  if any, applicable to such matter, shall be  some
               of  the factors considered in determining the Prevailing
               Market rate for the Second Renewal Term.

     C.   Initial Procedure for Determining Prevailing Market.   Within
          30  days  after  receipt of Tenant's Second  Initial  Renewal
          Notice,  Landlord shall advise Tenant of the applicable  Base
          Rent  rate  for  the  Premises for the Second  Renewal  Term.
          Tenant,  within  15  days after the date  on  which  Landlord
          advises  Tenant  of  the applicable Base Rent  rate  for  the
          Second  Renewal  Term, shall either (i) give  Landlord  final
          binding  written notice ("Second Binding Notice") of Tenant's
          exercise  of its Renewal Option, or (ii) if Tenant  disagrees
          with  Landlord's determination, provide Landlord with written
          notice  of  rejection  (the "Rejection Notice").   If  Tenant
          fails to provide Landlord with either a Second Binding Notice
          or  Rejection  Notice  within such 15  day  period,  Tenant's
          Second  Renewal  Option shall be null  and  void  and  of  no
          further force and effect.  If Tenant provides Landlord with a
          Second  Binding Notice, Landlord and Tenant shall enter  into
          the  Second  Renewal Amendment (as defined  below)  upon  the
          terms  and  conditions set forth herein.  If Tenant  provides
          Landlord  with a Rejection Notice, Landlord and Tenant  shall
          work  together  in  good faith to agree upon  the  Prevailing
          Market rate for the Premises during the Second Renewal  Term.
          When  Landlord  and  Tenant have agreed upon  the  Prevailing
          Market  rate  for  the  Premises,  such  agreement  shall  be
          reflected in a written agreement between Landlord and Tenant,
          whether  in  a letter or otherwise, and Landlord  and  Tenant
          shall  enter into the Second Renewal Amendment in  accordance
          with  the  terms and conditions hereof.  Notwithstanding  the
          foregoing,  if Landlord and Tenant are unable to  agree  upon
          the  Prevailing Market rate for the Premises within  30  days
          after  the  date Tenant provides Landlord with the  Rejection
          Notice,  Tenant, by written notice to Landlord  (the  "Second
          Arbitration  Notice") within 5 days after the  expiration  of
          such  30  day  period,  shall have  the  right  to  have  the
          Prevailing  Market  rate determined in  accordance  with  the
          arbitration  procedures described in  Section  D  below.   If
          Landlord  and Tenant are unable to agree upon the  Prevailing
          Market  rate  for  the  Premises within  the  30  day  period
          described  and Tenant fails to timely exercise its  right  to
          arbitrate, Tenant's Second Renewal Option shall be deemed  to
          be null and void and of no further force and effect.

     D.   Arbitration Procedure.

          1.   If  Tenant  provides Landlord with a Second  Arbitration
               Notice,  Landlord and Tenant, within 5  days  after  the
               date  of  the  Second  Arbitration  Notice,  shall  each
               simultaneously  submit  to  the  other,  in   a   sealed
               envelope,  its  good faith estimate  of  the  Prevailing
               Market  rate for the Premises during the Second  Renewal
               Term (collectively referred to as the "Estimates").   If
               the  higher of such Estimates is not more than  105%  of
               the lower of such Estimates, then Prevailing Market rate
               shall  be  the  average of the two  Estimates.   If  the
               Prevailing  Market rate is not resolved by the  exchange
               of  Estimates, then, within 7 days after the exchange of
               Estimates,  Landlord  and Tenant shall  each  select  an
               appraiser  to determine which of the two Estimates  most
               closely  reflects  the Prevailing Market  rate  for  the
               Premises during the Second Renewal Term.  Each appraiser
               so selected shall be certified as an MAI appraiser or as
               an  ASA  appraiser and shall have had at least  5  years
               experience within the previous 10 years as a real estate
               appraiser  working in Santa Rosa, California area,  with
               working knowledge of current rental rates and practices.
               For  purposes  hereof,  an  "MAI"  appraiser  means   an
               individual  who holds an MAI designation  conferred  by,
               and  is an independent member of, the American Institute
               of    Real   Estate   Appraisers   (or   its   successor
               organization,  or  in the event there  is  no  successor
               organization,  the  organization  and  designation  most
               similar), and an "ASA" appraiser means an individual who
               holds the Senior Member designation conferred by, and is
               an  independent  member  of,  the  American  Society  of
               Appraisers  (or its successor organization, or,  in  the
               event   there   is   no   successor  organization,   the
               organization and designation most similar).

          2.   Upon selection, Landlord's and Tenant's appraisers shall
               work  together in good faith to agree upon which of  the
               two  Estimates  most  closely  reflects  the  Prevailing
               Market  rate for the Premises.  The Estimate  chosen  by
               such  appraisers shall be binding on both  Landlord  and
               Tenant as the Base Rent rate for the Premises during the
               Second Renewal Term.  If either Landlord or Tenant fails
               to appoint an appraiser within the 7 day period referred
               to  above,  the appraiser appointed by the  other  party
               shall be the sole appraiser for the purposes hereof.  If
               the  two  appraisers cannot agree upon which of the  two
               Estimates  most  closely reflects the Prevailing  Market
               within 20 days after their appointment, then, within  10
               days after the expiration of such 20 day period, the two
               appraisers  shall select a third appraiser  meeting  the
               aforementioned criteria.  Once the third appraiser (i.e.
               arbitrator)  has  been selected as provided  for  above,
               then, as soon thereafter as practicable but in any  case
               within   14   days,  the  arbitrator  shall   make   his
               determination of which of the two Estimates most closely
               reflects  the  Prevailing Market rate and such  Estimate
               shall be binding on both Landlord and Tenant as the Base
               Rent  rate for the Premises.  If the arbitrator believes
               that  expert advice would materially assist him, he  may
               retain  one  or more qualified persons to  provide  such
               expert  advice.  The parties shall share equally in  the
               costs  of the arbitrator and of any experts retained  by
               the  arbitrator.  Any fees of any appraiser, counsel  or
               experts engaged directly by Landlord or Tenant, however,
               shall  be  borne by the party retaining such  appraiser,
               counsel or expert.

          3.   If the Prevailing Market rate has not been determined by
               the commencement date of the Second Renewal Term, Tenant
               shall pay Base Rent upon the terms and conditions in
               effect during the last month of the First Renewal Term
               for the Premises until such time as the
               Prevailing Market rate has been determined.  Upon such
               determination, the Base Rent for the Premises shall be
               retroactively adjusted to the commencement of the Second
               Renewal Term for the Premises.
               If such adjustment results in an underpayment of Base
               Rent by Tenant, Tenant shall pay Landlord the amount of
               such underpayment within 30 days after
               the determination thereof.  If such adjustment results in
               an overpayment of Base Rent by Tenant, Landlord shall
               credit such overpayment against the next installment of
               Base Rent due under the Lease and, to the extent
               necessary, any subsequent installments, until
               the entire amount of such overpayment has been credited
               against Base Rent.

     E.   Second  Renewal  Amendment.  If Tenant  is  entitled  to  and
          properly exercises its Second Renewal Option, Landlord  shall
          prepare  an  amendment  (the "Second Renewal  Amendment")  to
          reflect changes in the Base Rent, Term, Termination Date  and
          other  appropriate terms.  The Second Renewal Amendment shall
          be  sent  to Tenant within a reasonable time after Landlord's
          receipt  of  the  Second  Binding  Notice  or  other  written
          agreement  by  Landlord and Tenant regarding  the  Prevailing
          Market  rate, and Tenant shall execute and return the  Second
          Renewal  Amendment to Landlord within 15 days after  Tenant's
          receipt  of  same,  but,  upon  final  determination  of  the
          Prevailing  Market rate applicable during the Second  Renewal
          Term as described herein, an otherwise valid exercise of  the
          Second Renewal Option shall be fully effective whether or not
          the Second Renewal Amendment is executed.

     F.   Definition of Prevailing Market.  For purposes of this Second
          Renewal  Option,  "Prevailing Market"  shall  mean  the  arms
          length  fair  market annual rental rate per  rentable  square
          foot  under renewal leases and amendments entered into on  or
          about  the  date  on  which the Prevailing  Market  is  being
          determined hereunder for space comparable to the Premises  in
          the  Building and office buildings comparable to the Building
          in  the  Santa  Rosa, California area.  The determination  of
          Prevailing  Market  shall  take  into  account  any  material
          economic differences between the terms of this Lease and  any
          comparison  lease  or  amendment, such  as  rent  abatements,
          construction costs and other concessions and the  manner,  if
          any, in which the landlord under any such lease is reimbursed
          for  operating  expenses  and taxes.   The  determination  of
          Prevailing  Market  shall also take  into  consideration  any
          reasonably anticipated changes in the Prevailing Market  rate
          from the time such Prevailing Market rate is being determined
          and   the  time  such  Prevailing  Market  rate  will  become
          effective under this Lease.

     G.   Subordination.   Notwithstanding  anything  herein   to   the
          contrary,  Tenant's  Second Renewal  Option  is  subject  and
          subordinate to the expansion rights (whether such rights  are
          designated as a right of first offer, right of first refusal,
          expansion  option  or otherwise) of Morgan Stanley  DW,  Inc.
          with respect to the second floor of the Building.

4.   REASSESSMENT.

     A.   Notwithstanding the foregoing to the contrary, for  one  time
          only,  if  the  Building and/or Property is  reassessed  (the
          "Reassessment") pursuant to Proposition 13 (as adopted by the
          voters  of the State of California in the June 1978  election
          and  as  amended from time to time) as a result  of  a  sale,
          hypothecation,  refinancing, transfer  or  improvement  which
          occurs  at  any  time during the Term, then for  purposes  of
          calculating Tenant's Pro Rata Share of Taxes, the increase in
          Taxes   directly  attributable  to  such  reassessment   (the
          "Increase")  that may be included in Taxes  for  purposes  of
          calculating Tenant's Pro Rata Share of Taxes shall be limited
          during  and  following the year of Reassessment in accordance
          with the following schedule:

                                        Percentage  of  Increase  Pass-
                                        Through
               Lease Year During Term        for Lease Year

                    1                             0%
                    2                             33%
                    3                             66%
               Any period thereafter                        100%

     B.   Notwithstanding the foregoing to the contrary,  for  purposes
          of  calculating  the Taxes payable hereunder, the  "Increase"
          shall   mean   that  portion  of  the  Taxes,  as  calculated
          immediately following the Reassessment, that are attributable
          solely to the Reassessment.  Accordingly, the Increase  shall
          not   include  any  portion  of  the  Taxes,  as   calculated
          immediately    following    the   Reassessment    that    are
          (a) attributable to the initial assessment of the Building or
          the    tenant   improvements   located   in   the   Building;
          (b)  attributable  to assessments pending immediately  before
          the Reassessment that were conducted during, and included, in
          that Reassessment or that were otherwise rendered unnecessary
          following  the Reassessment, (c) attributable to  the  annual
          inflationary  increase in Taxes, or (d)  part  of  the  Taxes
          incurred or considered to be incurred during the Base Year as
          determined  under  this Lease.  In the event  the  reassessed
          valuation arising from such sale, hypothecation, refinancing,
          transfer  or  improvement is less than the  assessed  maximum
          valuation  which would have been attributable to  such  Lease
          Year  absent  such Reassessment, then Tenant's obligation  to
          pay  Taxes shall not be affected by such sale, hypothecation,
          refinancing,  transfer or improvement.   The  protection  set
          forth herein with respect to any Increase resulting from such
          a  Reassessment  shall be personal to Tenant  and  shall  not
          apply  or  be available to any sublessee, assignee  or  other
          transferee of any interest of Tenant in the Premises  or  the
          Lease.   Furthermore, in the event Tenant, at any time during
          the  Term,  assigns the Lease or subleases the Premises,  the
          protection  set  forth herein with respect  to  any  increase
          resulting  from  such  a Reassessment  shall  terminate,  and
          Tenant  shall  pay the full amount of the Increase  resulting
          from  any  Reassessment.  For purposes hereof,  "Lease  Year"
          shall   mean  the  one  year  period  ending  on  the   first
          anniversary  of  the Commencement Date,  and  each  one  year
          period thereafter.

     C.   The  provisions  set forth in this Section 4  shall  only  be
          applicable with respect to the first Reassessment during  the
          Term (and any extension thereof) of this Lease.  In the event
          there  are  one  or more additional Reassessments  after  the
          initial Reassessment, the provisions of this Section 4  shall
          not  apply,  and any Increase resulting from such  subsequent
          Reassessments shall be due and payable as otherwise  provided
          in this Lease.


5.   ACCELERATION OPTION.

     A.   Tenant  shall  have the right to accelerate  the  Termination
          Date  ("Acceleration Option") of the Lease, with  respect  to
          the  entire Premises only, from August 31, 2014 to August 31,
          2009 (the "Accelerated Termination Date"), if:

          1.   Tenant  is  not in default under the Lease at  the  date
               Tenant  provides  Landlord with an  Acceleration  Notice
               (hereinafter defined); and

          2.   no  part  of the Premises is sublet for a term extending
               past the Accelerated Termination Date; and

          3.   the Lease has not been assigned; and

          4.   Landlord  receives notice of acceleration ("Acceleration
               Notice") not less than twelve (12) full calendar  months
               prior to the Accelerated Termination Date.

     B.   If Tenant exercises its Acceleration Option, Tenant, shall pay
          to Landlord the sum equal to the unamortized portion of the
          costs and expenses relating to the Landlord Work
          ("Acceleration Fee") as a fee
          in connection with the acceleration of the Termination Date
          and not as a penalty.  Tenant shall pay the Acceleration Fee
          to Landlord simultaneously with Tenant's delivery of the
          Acceleration Notice.
          Notwithstanding the foregoing, if space has been added to the
          Premises since the date this Acceleration Option was granted
          to Tenant,  then the Acceleration Fee shall be increased
          by an amount equal to the unamortized portion of any
          concessions, commissions, allowance or other
          expenses incurred by Landlord in connection with any
          additional space leased by Tenant that is subject to
          acceleration hereunder,and such additional Acceleration Fee
          shall be payable upon the demand of
          Landlord, but in no event earlier than the date Tenant is
          required to pay the original Acceleration Fee to Landlord.
          Tenant shall remain liable for all Base Rent, Additional Rent
          and other sums due under the Lease up to and including the
          Accelerated Termination Date even though billings for such
          may occur subsequent to the Accelerated Termination
          Date. The "unamortized portion" of any of the foregoing shall
          be determined using an interest rate of 8% per annum.

      C. If   Tenant,   subsequent  to  providing  Landlord   with   an
          Acceleration  Notice, defaults in any of  the  provisions  of
          this  Lease (including, without limitation, a failure to  pay
          any  installment  of  the Acceleration  Fee  due  hereunder),
          Landlord, at its option, may (i) declare Tenant's exercise of
          the  Acceleration  Option  to  be  null  and  void,  and  any
          Acceleration  Fee  paid  to Landlord  shall  be  returned  to
          Tenant,  after first applying such Acceleration  Fee  against
          any  past due Rent under the Lease, or (ii) continue to honor
          Tenant's exercise of its Acceleration Option, in which  case,
          Tenant   shall   remain  liable  for  the  payment   of   the
          Acceleration Fee and for all Base Rent, Additional  Rent  and
          other  sums  due  under  the Lease up to  and  including  the
          Accelerated  Termination Date even though billings  for  such
          may occur subsequent to the Accelerated Termination Date.

      D. As  of  the date Tenant provides Landlord with an Acceleration
          Notice, any unexercised rights or options of Tenant to  renew
          the  Term  of  the  Lease or to expand the Premises  (whether
          expansion options, rights of first or second refusal,  rights
          of  first or second offer, or other similar rights), and  any
          outstanding  tenant  improvement allowance  not  claimed  and
          properly  utilized by Tenant in accordance with the Lease  as
          of  such date, shall immediately be deemed terminated and  no
          longer available or of any further force or effect.



                               EXHIBIT G

                           PARKING AGREEMENT

     This  Exhibit (the "Parking Agreement") is attached to and made  a
part  of  the  Lease  by  and between CA-FOUNTAINGROVE  CENTER  LIMITED
PARTNERSHIP,  a  Delaware limited partnership ("Landlord")  and  SONOMA
NATIONAL  BANK  ("Tenant") for space in the Building  located  at  3558
Round Barn Boulevard, Santa Rosa, California.

1.   The  capitalized terms used in this Parking Agreement  shall  have
     the  same definitions as set forth in the Lease to the extent that
     such  capitalized terms are defined therein and not  redefined  in
     this Parking Agreement.  In the event of any conflict between  the
     Lease and this Parking Agreement, the latter shall control.

2.   During the initial Term, Tenant agrees to lease from Landlord  and
     Landlord agrees to lease to Tenant a total of 54 non-reserved
     parking spaces and 5 reserved parking spaces in the parking
     facility servicing the Building ("Parking Facility"). During the
     initial Term, Tenant shall pay in advance, concurrent with Tenant's
     payment of monthly Base Rent, the prevailing monthly charges
     established from time to time for
     parking in the Parking Facility.  Such charges shall be payable to
     Landlord or such other entity as designated by Landlord, and shall
     be sent to the address Landlord designates from time to time. The
     initial charge for such parking spaces is $0.00 per non-reserved
     parking  pass, per  month,  and $0.00 per reserved parking pass,
     per  month.  No deductions from the monthly charge shall be made
     for days on which the Parking Facility is not used by Tenant.
     Tenant may, from time to time request additional parking spaces,
     and if Landlord shall provide the same, such parking spaces shall
     be provided and used on a month-to-month basis, and otherwise on
     the foregoing terms and provisions, and
     at such prevailing monthly parking charges as shall be established
     from time to time.  Such additional spaces shall be limited to
     the uppermost level of the Parking Facility and to the extent such
     additional parking spaces  are  granted to Tenant, Tenant shall
     ensure that  Tenant's employees which utilize such spaces will park
     only in the uppermost level of the Parking Facility.

3.   Tenant  shall at all times comply with all applicable  ordinances,
     rules, regulations, codes, laws, statutes and requirements of  all
     federal, state, county and municipal governmental bodies or  their
     subdivisions respecting the use of the Parking Facility.  Landlord
     reserves  the right to adopt, modify and enforce reasonable  rules
     ("Rules") governing the use of the Parking Facility from  time  to
     time  including  any key-card, sticker or other identification  or
     entrance  system  and  hours of operation.  The  Rules  set  forth
     herein are currently in effect.  Landlord may refuse to permit any
     person  who  violates such Rules to park in the Parking  Facility,
     and  any  violation of the Rules shall subject the car to  removal
     from the Parking Facility.

4.   Unless  specified  to  the  contrary  above,  the  parking  spaces
     hereunder shall be provided on a non-designated "first-come, first-
     served" basis.  Tenant acknowledges that Landlord has no liability
     for  claims  arising through acts or omissions of any  independent
     operator of the Parking Facility.  Except to the extent caused  by
     the  negligence or willful misconduct of Landlord, Landlord  shall
     have  no  liability whatsoever for any damage to items located  in
     the  Parking  Facility,  nor for any personal  injuries  or  death
     arising out of any matter relating to the Parking Facility, and in
     all  events, Tenant agrees to look first to its insurance  carrier
     and  to  require  that  Tenant's employees  look  first  to  their
     respective insurance carriers for payment of any losses  sustained
     in connection with any use of the Parking Facility.  Tenant hereby
     waives  on  behalf  of  its  insurance  carriers  all  rights   of
     subrogation  against  Landlord  or  Landlord's  agents.   Landlord
     reserves  the  right  to assign specific parking  spaces,  and  to
     reserve  parking  spaces  for visitors,  small  cars,  handicapped
     persons and for other tenants, guests of tenants or other parties,
     which  assignment and reservation or spaces may  be  relocated  as
     determined  by Landlord from time to time, and Tenant and  persons
     designated  by  Tenant hereunder shall not park  in  any  location
     designated  for such assigned or reserved parking spaces.   Tenant
     acknowledges that the Parking Facility may be closed  entirely  or
     in  part in order to make repairs or perform maintenance services,
     or  to  alter, modify, re-stripe or renovate the Parking Facility,
     or  if  required by casualty, strike, condemnation,  act  of  God,
     governmental  law  or  requirement  or  other  reason  beyond  the
     operator's  reasonable  control.  In such  event,  Landlord  shall
     refund  any prepaid parking fee hereunder, prorated on a per  diem
     basis.

5.   If Tenant shall default under this Parking Agreement, the operator
     shall  have  the  right  to remove from the Parking  Facility  any
     vehicles  hereunder which shall have been involved or  shall  have
     been  owned or driven by parties involved in causing such default,
     without  liability  therefor whatsoever.  In addition,  if  Tenant
     shall  default under this Parking Agreement, Landlord  shall  have
     the  right  to  cancel this Parking Agreement on 10 days'  written
     notice,  unless  within  such 10 day  period,  Tenant  cures  such
     default.   If  Tenant defaults with respect to the  same  term  or
     condition  under this Parking Agreement more than 3  times  during
     any 12 month period, and Landlord notifies Tenant thereof promptly
     after  each  such  default,  the next  default  of  such  term  or
     condition  during  the  succeeding  12  month  period,  shall,  at
     Landlord's  election,  constitute  an  incurable  default.    Such
     cancellation  right  shall be cumulative and in  addition  to  any
     other  rights or remedies available to Landlord at law or  equity,
     or  provided  under  the Lease (all of which rights  and  remedies
     under  the  Lease are hereby incorporated herein, as though  fully
     set  forth).   Any default by Tenant under the Lease  shall  be  a
     default  under this Parking Agreement, and any default under  this
     Parking Agreement shall be a default under the Lease.

                                 RULES

     (i)  Landlord  reserves the right to establish and change  Parking
          Facility hours from time to time, although, as of the date of
          this  Lease, Tenant shall have access to the Parking Facility
          on a 24-hour basis, 7 days a week, subject to the other terms
          of  this Parking Agreement.  Tenant shall not store or permit
          its  employees  to  store  any  automobiles  in  the  Parking
          Facility  without the prior written consent of the  operator.
          Except for emergency repairs, Tenant and its employees  shall
          not  perform any work on any automobiles while located in the
          Parking Facility, or on the Property.  If it is necessary for
          Tenant or its employees to leave an automobile in the Parking
          Facility  overnight, Tenant shall provide the  operator  with
          prior notice thereof designating the license plate number and
          model of such automobile.

     (ii) Cars  must be parked entirely within the stall lines  painted
          on  the  floor,  and only small cars may be parked  in  areas
          reserved for small cars.

     (iii)       All  directional  signs  and  arrows  must  be
          observed.

     (iv) The speed limit shall be 5 miles per hour.

     (v)  Parking spaces reserved for handicapped persons must be  used
          only by vehicles properly designated.

     (vi) Parking  is  prohibited in all areas not expressly designated
          for parking, including without limitation:

          (a)  Areas not striped for parking
          (b)  aisles
          (c)  where "no parking" signs are posted
          (d)  ramps
          (e)  loading zones

     (vii)      Parking  stickers, key cards or any  other  devices  or
          forms  of  identification or entry supplied by  the  operator
          shall remain the property of the operator.  Such device  must
          be  displayed  as requested and may not be mutilated  in  any
          manner.   The  serial  number of the  parking  identification
          device  may  not be obliterated.  Parking passes and  devices
          are not transferable and any pass or device in the possession
          of an unauthorized holder will be void.

     (viii)     Monthly fees shall be payable in advance prior  to  the
          first day of each month.  Failure to do so will automatically
          cancel  parking  privileges and a charge  at  the  prevailing
          daily  parking rate will be due.  No deductions or allowances
          from  the  monthly rate will be made for days  on  which  the
          Parking Facility is not used by Tenant or its designees.

     (ix) Parking Facility managers or attendants are not authorized to
          make or allow any exceptions to these Rules.

     (x)  Every parker is required to park and lock his/her own
          car.

     (xi) Loss  or theft of parking pass, identification, key cards  or
          other  such devices must be reported to Landlord and  to  the
          Parking  Facility manager immediately.  Any  parking  devices
          reported lost or stolen found on any authorized car  will  be
          confiscated  and  the  illegal  holder  will  be  subject  to
          prosecution.   Lost  or stolen passes and  devices  found  by
          Tenant or its employees must be reported to the office of the
          Parking Facility immediately.

     (xii)     Washing, waxing, cleaning or servicing of any vehicle by
          the customer and/or his agents is prohibited.  Parking spaces
          may be used only for parking automobiles.

     (xiii)     Tenant  agrees to acquaint all persons to  whom  Tenant
          assigns a parking space with these Rules.

6.   TENANT  ACKNOWLEDGES  AND  AGREES  THAT,  TO  THE  FULLEST  EXTENT
     PERMITTED BY LAW, LANDLORD SHALL NOT BE RESPONSIBLE FOR  ANY  LOSS
     OR  DAMAGE  TO  TENANT  OR TENANT'S PROPERTY  (INCLUDING,  WITHOUT
     LIMITATIONS,  ANY  LOSS OR DAMAGE TO TENANT'S  AUTOMOBILE  OR  THE
     CONTENTS THEREOF DUE TO THEFT, VANDALISM OR ACCIDENT) ARISING FROM
     OR  RELATED TO TENANT'S USE OF THE PARKING FACILITY OR EXERCISE OF
     ANY RIGHTS UNDER THIS PARKING AGREEMENT, EXCEPT TO THE EXTENT SUCH
     LOSS  OR  DAMAGE  RESULTS  FROM LANDLORD'S  ACTIVE  NEGLIGENCE  OR
     NEGLIGENT OMISSION.

7.   Without  limiting  the  provisions of Paragraph  6  above,  Tenant
     hereby  voluntarily releases, discharges, waives and  relinquishes
     any  and  all actions or causes of action for personal  injury  or
     property damage occurring to Tenant arising as a result of parking
     in  the  Parking  Facility, or any activities incidental  thereto,
     wherever  or  however the same may occur, and further agrees  that
     Tenant  will  not  prosecute  any claim  for  personal  injury  or
     property  damage against Landlord or any of its officers,  agents,
     servants or employees for any said causes of action except to  the
     extent  such personal injury or property damage is caused  by  the
     negligence or willful misconduct of Landlord.

8.   The  provisions of Section 20 of the Lease are hereby incorporated
     by reference as if fully recited.

     Tenant  acknowledges that Tenant has read the provisions  of  this
     Parking  Agreement, has been fully and completely advised  of  the
     potential  dangers incidental to parking in the  Parking  Facility
     and  is fully aware of the legal consequences of agreeing to  this
     instrument.