LEASE

THIS LEASE is made as of the 1st day of October  1996,  by and  between  Oakmont
Investments,  a California General  Partnership  ("Landlord"),  whose address is
6637 Oakmont Drive,  Santa Rosa, CA 95405,  and Northern  Empire  Bancshares,  a
Corporation ("Tenant"), whose address is 801 4th Street, Santa Rosa, California.

This Lease is made with reference to the following facts and objectives:

         A.       Landlord is the owner of the premises at 6641  Oakmont  Drive,
                  Santa Rosa, CA 95405, consisting of approximately 4,737 square
                  feet commercial  office space. In addition,  Landlord occupies
                  the  premises  known as 6637  Oakmont  Drive,  Santa Rosa,  CA
                  95405, consisting of approximately 4,493 square feet.

         B.       Tenant is willing to lease  approximately 3,692 square feet of
                  the  space  located  at  6641  Oakmont   Drive,   Santa  Rosa,
                  California from Landlord  pursuant to the provisions stated in
                  this Lease for the purposes of operating a bank.

         C.       Tenant has examined the premises and is fully informed of
                  their condition.

         THE PARTIES HERETO AGREE AS FOLLOWS:

1.       Premises. Landlord hereby leases to Tenant and Tenant hereby
         hires and takes from Landlord, upon the terms and conditions
         herein set forth, 3,692 square feet of the building located at
         6641 Oakmont Drive, Sonoma County, California, together with a
         proportionate share of the parking and grounds determined on a
         square footage basis based upon the total square footage of the
         6637 and 6641 Oakmont Drive, Santa Rosa, California buildings
         ("Premises").

2.       Term.

         A.       The term of this Lease shall be ten (10) years and shall
                  commence on the 1st day of October 1996, and end on the
                  30th day of September 2006, inclusive.

         B.       Tenant is given the option to extend the term on all the
                  provisions contained in this Lease, except for rent, for
                  two (2) five (5) year periods ("extended terms") following
                  expiration of the initial term and the first extended term,
                  by giving notice of exercise of the option ("option
                  notice") to Landlord at least six (6) months, but not more
                  than one (1) year before the expiration of the term, or the
                  first extended term, as the case may be, provided that, if
                  Tenant is in default on the date of giving the option
                  notice, the option notice shall be totally ineffective, or

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                  if Tenant is in  default  on the date an  extended  term is to
                  commence,  the extended term shall not commence and this Lease
                  shall expire at the end of the existing term. The rent for the
                  extended  term or terms  shall be the base rent then in effect
                  for the last year of the prior term increased effective on the
                  beginning  date of the extended term and each year  thereafter
                  during the  balance of the  extended  term or terms to reflect
                  any  annual  increases  in the cost of living as  provided  in
                  Paragraph 4(B) below.

                  Tenant shall have no other right to extend the term beyond the
                  two extended terms set forth above.

3. Preparation and Acceptance of Premises.

         A.       On commencement of the term, the Premises shall be in good
                  condition.

         B.       Tenant's taking possession of the Premises on commencement
                  of the term shall constitute Tenant's acknowledgment that
                  it has inspected the Premises and that they are in good
                  condition.

4. Rent.

         A.       Tenant  shall pay to Landlord,  as minimum  monthly base rent,
                  without deduction, setoff, prior notice, or demand, the sum of
                  Four Thousand Eight Hundred Dollars ($4,800.00), in advance on
                  the first day of each month,  commencing  on the date the term
                  commences, and continuing during the term.

                  All rent  shall be paid to  Landlord  at the  address to which
                  notices to Landlord are given.

         B.       The minimum monthly base rent provided for in Paragraph 4
                  (A) shall be subject to adjustment at the commencement of
                  the second year of the term and each year thereafter,
                  including the extended term or terms. (the "adjustment
                  date"), as follows:

                  The base for  computing the  adjustment is the Consumer  Price
                  Index for the San Francisco Bay Area,  published by the United
                  States  Department  of  Labor,   Bureau  of  Labor  Statistics
                  ("Index"),  which is published  for the month nearest the date
                  of commencement of the term ("Beginning  Index"). If the index
                  published nearest the adjustment date ("Extension  Index") has
                  increased over the Beginning  Index,  the minimum monthly base
                  rent for the following  year shall be set by  multiplying  the
                  minimum  monthly base rent set forth in Paragraph  4.A.,  by a
                  fraction,  the numerator of which is the  Extension  Index and
                  the  denominator of which is the Beginning  Index.  In no case
                  shall the minimum

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                  monthly  base rent be less than the minimum  monthly base rent
                  set forth in  Paragraph  4.A.  On  adjustment  of the  minimum
                  monthly base rent as provided in this Lease, the parties shall
                  immediately  execute an amendment to the Lease stating the new
                  minimum monthly base rent.

                  If the Index is  changed  so that the base year  differs  from
                  that used as of the month  immediately  preceding the month in
                  which the term  commences,  the Index  shall be  converted  in
                  accordance with the conversion  factor published by the United
                  States Department of Labor, Bureau of Labor Statistics. If the
                  Index is  discontinued  or revised during the term, such other
                  government  index or  computation  with  which it is  replaced
                  shall be used in order to obtain substantially the same result
                  as would be obtained if the Index had not been discontinued or
                  revised.

         C.       Tenant hereby acknowledges that late payment by Tenant to
                  Landlord of rent and other sums due hereunder will cause
                  Landlord to incur costs not contemplated by this Lease, the
                  exact amount of which will be extremely difficult to
                  ascertain. Such costs include, but are not limited to,
                  processing and accounting charges, and late charges which
                  may be imposed on Landlord by the terms of any mortgage or
                  trust deed covering the Premises. Accordingly, if any
                  installment of rent or any other sum due from Tenant shall
                  not be received by Landlord or Landlord's designee within
                  ten (10) days after such amount shall be due, then, without
                  any requirement for notice to Tenant, Tenant shall pay to
                  Landlord a late charge equal to Six Percent (6%) of such
                  overdue amount. The parties hereby agree that such late
                  charge represents a fair and reasonable estimate of the
                  costs Landlord will incur by reason of late payment by
                  Tenant.

5.       Interest on Past-due Obligations. Any amount due to Landlord not
         paid when due shall bear interest at the maximum annual interest
         rate then allowable by law from the date due.

6.       Security Deposit. On execution of this Lease, Tenant shall
         deposit with Landlord Five Thousand Five Hundred Thirty- eight
         Dollars ($5,538.00) as a security deposit for the performance by
         Tenant of the provisions of this Lease. If Tenant is in default,
         Landlord can use the security deposit, or any portion of it, to
         cure the default or to compensate Landlord for all damage
         sustained by Landlord resulting from Tenant's default. Tenant
         shall immediately, on demand, pay to Landlord a sum equal to the
         portion of the security deposit expended or applied by Landlord
         as provided in this paragraph so as to maintain the security
         deposit in the sum initially deposited with Landlord. If Tenant
         is not in default at the expiration or termination of this
         Lease, Landlord shall return the security deposit to Tenant.

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         Landlord's  obligations  with respect to the security deposit are those
         of a debtor and not a  trustee.  Landlord  can  maintain  the  security
         deposit  separate  and  apart  from  Landlord's  general  funds  or can
         commingle the security deposit with Landlord's general and other funds.
         Landlord  shall not be required to pay Tenant  interest on the security
         deposit.

7.       Personal Property Taxes. Tenant shall pay before delinquency all taxes,
         assessments,  license fees, and other charges ("taxes") that are levied
         and assessed on Tenant's personal  property  installed or located in or
         on the Premises,  and that become payable during the term. On demand by
         Landlord,  Tenant shall furnish Landlord satisfactory evidence of these
         payments.

8.       Real Property Taxes.

         A.       Real Property Taxes. Tenant shall pay all real property
                  taxes and general and special assessments ("real property
                  taxes") levied and assessed against the Premises, prorated
                  to reflect Tenant's proportionate interest in the 6637 and
                  6641 Oakmont Drive property determined on the basis of the
                  square footage of the improvements thereon. Each year,
                  Landlord shall notify Tenant of the real property taxes and
                  immediately upon receipt of the tax bill, shall furnish
                  Tenant with a copy of the tax bill. Tenant shall pay the
                  real property taxes semi-annually, not later than ten (10)
                  days before the taxing authority's delinquency date or ten
                  (10) days after receipt of the tax bill, whichever is
                  later.

                  If  Landlord's   lender  requires  Landlord  to  impound  real
                  property taxes on a periodic basis during the term, Tenant, on
                  notice from Landlord indicating this requirement,  shall pay a
                  sum of money  toward its  liability  under this  paragraph  to
                  Landlord on a periodic  basis in accordance  with the lender's
                  requirements. Landlord shall impound the tax payments received
                  from Tenant in accordance with the requirements of the lender.

         B.       New Assessments. If any general or special assessment is
                  levied and assessed against the Premises, Landlord can
                  elect to either pay the assessment in full or allow the
                  assessment to go to bond. If Landlord pays the assessment
                  in full, Tenant shall pay to Landlord, each time a payment
                  of real property taxes is made, a sum equal to that which
                  would have been payable (as both principal and interest)
                  had Landlord allowed the assessment to go to bond.

         C.       Proration of Tenant's Tax Liability. Tenant's liability to
                  pay real property taxes shall be prorated on the basis of
                  a 365-day year to account for any fractional portion of a
                  fiscal tax year included in the term at its commencement

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                  and expiration.

         D.       Tenant's Right to Contest Real Property Taxes. Tenant, at
                  its cost, shall have the right, at any time, to seek a
                  reduction in the assessed valuation of the Premises or to
                  contest any real property taxes that are to be paid by
                  Tenant. If Tenant seeks a reduction or contests the real
                  property taxes, the failure on Tenant's part to pay the
                  real property taxes shall not constitute a default as long
                  as Tenant complies with the provisions of this paragraph.
                  Landlord shall not be required to join in any proceeding or
                  contest brought by Tenant unless the provisions of any law
                  require that the proceeding or contest be brought by or in
                  the name of Landlord or any owner of the Premises. In that
                  case, Landlord shall join in the proceeding or contest or
                  permit it to be brought in Landlord's name as long as
                  Landlord is not required to bear any cost. Tenant, on final
                  determination of the proceeding or contest shall
                  immediately pay or discharge any decision or judgment
                  rendered, together with all costs, charges, interest, and
                  penalties incidental to the decision or judgment.

                  If Tenant does not pay the real property taxes,  when due, and
                  Tenant seeks a reduction or contests  them as provided in this
                  paragraph,  before  the  commencement  of  the  proceeding  or
                  contest, Tenant shall furnish to Landlord a surety bond issued
                  by  an   insurance   company   qualified  to  do  business  in
                  California.  The  amount of the bond shall  equal One  Hundred
                  Twenty-Five  Percent  (125%)  of  the  total  amount  of  real
                  property  taxes in dispute.  The bond shall hold  Landlord and
                  the  Premises  harmless  from any  damage  arising  out of the
                  proceeding  or contest  and shall  insure  the  payment of any
                  judgment that may be rendered.

         E.       Substitute Taxes. Tenant shall not be required to pay any
                  municipal county, state or federal income or franchise
                  taxes of Landlord, or any municipal, county, state or
                  federal estate, succession, inheritance, or transfer taxes
                  of Landlord. If, at any time during the term, the laws
                  concerning the methods of real property taxation prevailing
                  at the commencement of the term are changed so that a tax
                  or excise on rents or any other such tax, however
                  described, is levied or assessed against Landlord as a
                  direct substitution, in whole or in part, for any real
                  property taxes, Tenant shall pay before delinquency (but
                  only to the extent that it can be ascertained that there
                  has been a substitution and that as a result Tenant has
                  been relieved from the payment of real property taxes it
                  would otherwise have been obligated to pay) the substitute
                  tax or excise on rents. Tenant's share of any tax or excise
                  on rent shall be substantially the same as, and a
                  substitute for, the payment of such real property taxes as

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                  provided in this Lease.

9.       Use. The Premises are to be used as bank, and for bank related
         activities and for no other business or purpose without the
         prior written consent of Landlord. No use shall be made or
         permitted to be made of the Premises, nor acts done in or about
         the Premises, which will in any way conflict with any law,
         ordinance, rule or regulation affecting the occupancy or use of
         the Premises which has been or is subsequently enacted or
         promulgated by any public authority, or which will increase the
         existing rate of insurance upon the building, or cause a
         cancellation of any insurance policy covering the building or
         any part thereof, nor shall Tenant sell, or permit to be kept,
         used or sold in or about the Premises, any article which may be
         prohibited by the standard form of fire insurance policy. Tenant
         shall not commit, or suffer to be committed, any waste upon the
         Premises or, any public or private nuisance, or other act or
         thing which may disturb the quiet enjoyment of any other tenant
         in the building, nor use any apparatus, machinery or device in
         or about the Premises which shall cause any substantial noise or
         vibration, or which shall substantially increase the amount of
         electricity or water, if any, agreed to be furnished or supplied
         under this Lease. Tenant further agrees not to connect with
         electric wires or water or other pipes any apparatus, machinery
         or device without the consent of Landlord.

10.      Maintenance and Repairs: Common Expenses. Landlord shall
         maintain at its own expense the sidewalk, roof, and structural
         aspects of the Premises. Landlord shall be responsible for
         administering the maintenance of the parking lot, remaining
         exterior grounds, landscaping, and the exterior of the building
         such as painting, glass, etc. (other than structural
         maintenance) in which the Premises are located, and Tenant shall
         pay its proportionate share of all such costs determined on a
         square footage basis based on the total square footage of the
         6637 and 6641 Oakmont Drive, Santa Rosa, California building.
         Tenant waives the provisions of Civil Code Sections 1941 and
         1942, with respect to Landlord's obligations for tenantability
         of the Premises and Tenant's right to make repairs and deduct
         the expenses of such repairs from rent. Tenant shall maintain,
         at its sole cost, the entire remainder of the Premises in good
         condition and repair, ordinary wear and tear excepted. All
         maintenance and repair work undertaken by Tenant shall be done
         in a workmanlike manner.

11.      Alterations.  Except as provided in Paragraph 12, Tenant shall not make
         any  alterations  to the  Premises  without  Landlord's  prior  written
         consent.  All alterations  shall remain on and be surrendered  with the
         Premises on expiration or termination of the term;  provided,  however,
         that at Landlord's  option,  Tenant shall,  at Tenant's  expense,  when
         surrendering   the  Premises,   restore  the  same  to  their  original
         condition.

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         If Tenant makes any  alterations  to the Premises,  as provided in this
         paragraph,  the  alterations  shall not be commenced until two (2) days
         after  Landlord  has received  notice from Tenant  stating the date the
         installation  of the  alterations is to commence,  so that Landlord can
         post and record an appropriate notice of non- responsibility.

12.      Trade Fixtures. Subject to the provisions of Paragraphs 11 and
         13 hereof, Tenant may install and maintain its trade fixtures on
         the Premises, provided that such fixtures, by reason of the
         manner in which they are affixed, do not become an integral part
         of the building or Premises. Tenant, if not in default
         hereunder, may at any time or from time to time during the term
         hereof, or upon the expiration or termination of this Lease,
         alter or remove any such trade fixtures so installed by Tenant.
         If not so removed by Tenant on or before the expiration or
         termination of this Lease, Tenant, upon the request of Landlord
         so to do, shall thereupon remove the same. Any damage to the
         Premises caused by any such installation, alteration or removal
         of such trade fixtures shall be promptly repaired at the expense
         of the Tenant.

13.      Mechanics' Liens. Tenant shall pay  all costs for construction
         done by it, or caused to be done  by it, on the Premises, as
         permitted by this Lease. Tenant  shall keep the Premises free
         and clear of all mechanics' liens  resulting from construction
         done by or for Tenant. Tenant shall have the right to contest
         the correctness or validity of any such lien if, immediately on
         demand by Landlord, Tenant procures and records a lien release
         bond issued by a corporation authorized to issue surety bonds in
         California in an amount equal to one and one-half (1-1/2) times
         the amount of the claim of the lien. The bond shall meet the
         requirements of Civil Code Section 3143 and shall provide for
         the payment of any sum that the claimant  may recover on the
         claim (together with costs of suit, if it recovers in the
         action).

14.      Utilities.  Tenant  shall make all  arrangements  for,  and pay for all
         utilities and services  furnished to or use by it,  including,  without
         limitation, gas, electricity,  water, and trash collection, and for all
         connection  charges.  Tenant  shall  share  such  expenses  on a square
         footage  basis with any other  tenants  using the building in which the
         Premises are located.

15.      Indemnity  and Hold  Harmless.  Each party agrees to indemnify and hold
         the other  harmless  against all claims,  and the expense of  defending
         against  such  claims,  for  injury or damage to  persons  or  property
         occurring in or about the Premises or occurring outside the Premises to
         the extent  they  result from the act,  failure to act,  negligence  or
         other fault of a party or its agents, employees or invitees.

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16.      Insurance.

         A.       Tenant, at its cost, shall maintain public liability and
                  property damage insurance with liability limits of not less
                  than Five Hundred Thousand Dollars ($500,000.00) per person
                  and One Million Dollars ($1,000,000.00) per occurrence, and
                  property damage limits of not less than One Hundred
                  Thousand Dollars ($100,000.00) per occurrence, with an
                  aggregate coverage of Two Hundred Thousand Dollars
                  ($200,000.00), insuring against all liability of Tenant and
                  its authorized representatives arising out of and in
                  connection with Tenant's use or occupancy of the Premises.
                  All public liability insurance, and property damage
                  insurance shall insure performance by Tenant of the
                  indemnity provisions of Paragraph 16. Both parties shall be
                  named as additional insureds, and the policy shall contain
                  cross-liability endorsements.

         B.       Not more frequently than three (3) years, if, in the
                  opinion of Landlord's lender or of the insurance broker
                  retained by Landlord, the amount of public liability and
                  property damage insurance coverage at that time is not
                  adequate, Tenant shall increase the insurance coverage as
                  required by either Landlord's lender or Landlord's
                  insurance broker, provided such request is reasonable under
                  the circumstances.

         C.       Tenant, at its cost, shall maintain on all its personal
                  property, Tenant's improvements, and alterations, in, on,
                  or about the Premises, a policy of standard fire and
                  extended coverage insurance, with vandalism and malicious
                  mischief endorsements, to the extent of at least Eighty
                  Percent (80%) of their full replacement value. The proceeds
                  from any such policy shall be used by Tenant for the
                  replacement of personal property or the restoration of
                  Tenant's improvements or alterations.

         D.       Tenant  shall pay its  proportionate  share  (determined  on a
                  square footage basis) of maintenance on the building and other
                  improvements  that are a part of the  Premises,  a  policy  of
                  standard fire and extended  coverage  insurance with vandalism
                  and malicious mischief endorsements, to the extent of at least
                  full replacement value.

                  The insurance  policy shall be issued in the names of Landlord
                  and Tenant and any other  tenants of the building in which the
                  Premises are located.  Tenant shall reimburse Landlord for its
                  proportionate  share  of any  premiums  paid by  Landlord  for
                  maintaining   the  insurance   required  by  this   Paragraph.
                  Reimbursement  shall be made by  Tenant  within  ten (10) days
                  after Tenant receives a copy of the premium notice.

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         E.       Tenant's obligation to pay the insurance costs, and to
                  reimburse Landlord for any premiums paid by Landlord, shall
                  be prorated for any partial year, at the commencement and
                  expiration or termination of the term.

         F.       All insurance policies maintained by Tenant, under this
                  paragraph, shall contain a provision requiring thirty (30)
                  days' written notice from the insurance company to both
                  parties and Landlord's lender, before cancellation or
                  change in the coverage, scope, or amount of any policy.
                  Each policy, or a certificate of the policy, together with
                  evidence of payment of premiums, shall be deposited with
                  the other party at the commencement of the term, and on
                  renewal of the policy, not less than twenty (20) days
                  before expiration of the term of the policy.

17.      Previous period rent overage amortization payment.  On the first
         day of each month of the 120 month term of this lease, tenant
         shall pay $1500.00 to landlord in consideration of prior
         unamortized previous period rent overage amortization. This
         payment will remain constant during the 120 month lease term and
         is not subject to rent increases during the lease term and this
         payment does not extend to lease term extensions for periods
         beyond September 30, 2006.

18.      Waiver of Subrogation. The parties release each other, and their
         respective authorized representatives, from any claims for
         damage to any person, or to the Premises and to the fixtures,
         personal property, Tenant's improvements and alterations of
         either Landlord or Tenant in or on the Premises that are caused
         by or result from the risks insured against under any insurance
         policies carried by the parties and enforced at the time of any
         such damage.

         Each party shall cause each insurance  policy obtained by it to provide
         that the  insurance  company  waives  all right of  recovery  by way of
         subrogation  against either party in connection with any damage covered
         by any  policy.  Neither  party  shall be  liable  to the other for any
         damage  caused by fire or any of the risks  insured  against  under any
         insurance policy required by this Lease. If any insurance policy cannot
         be obtained with a waiver of subrogation,  or is obtainable only by the
         payment of an additional premium charge above that charged by insurance
         companies  issuing  policies  without waiver of subrogation,  the party
         undertaking  to obtain the  insurance  shall  notify the other party of
         this fact.  The other  party shall have a period of ten (10) days after
         receiving the notice either to place the insurance  with a company that
         is reasonably  satisfactory  to the other party and that will carry the
         insurance  with a  waiver  of  subrogation,  or to  agree  to  pay  the
         additional  premium if such policy is obtainable at additional cost. If
         the  insurance  cannot be obtained or the party in whose favor a waiver
         of subrogation

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         is desired  refuses to pay the additional  premium  charged,  the other
         party is relieved of the  obligation to obtain a waiver of  subrogation
         rights with respect to the particular insurance involved.

19.      Destruction. If the whole or any part of the Premises shall be
         destroyed by fire or other cause, or be so damaged thereby that
         they are untenantable and cannot be rendered tenantable within
         one hundred twenty (120) days from the date of such destruction
         or damage, this Lease may be terminated by Landlord or Tenant by
         written notice. Within forty-five (45) days from date of such
         destruction or damage, Landlord shall give written notice to
         Tenant as to whether or not the Premises will be rendered
         tenantable within one hundred twenty (120) days from the date of
         such destruction or damage. In case the damage or destruction be
         not such as to permit termination of the Lease as above
         provided, or neither Landlord nor Tenant elects to terminate the
         Lease as above provided, Landlord shall within a reasonable
         time, render said Premises tenantable, and a proportionate
         reduction shall be made in the rent herein reserved
         corresponding to the time during which and to the portion of the
         Premises of which Tenant shall be deprived of possession. The
         provisions of Subdivision 2 of Section 1932 of the California
         Civil Code, and of Subdivision 4 of Section 1933 of that Code,
         shall not apply to this Lease, and Tenant waives the benefit of
         such provisions.

20.      Condemnation. Should the whole or any part of the Premises be
         condemned and taken by any competent authority for any public or
         quasi-public use or purpose, all awards payable on account of
         such condemnation and taking shall be payable to Landlord, and
         Tenant hereby waives all interest in or claim to said awards, or
         any part thereof. If the whole of the Premises shall be so
         condemned and taken, then this Lease shall terminate. If a part
         only of the Premises is condemned and taken and the remaining
         portion thereof is not suitable for the purposes for which
         Tenant has leased said Premises, this Lease shall terminate. If
         a part only of the Premises is condemned and taken and the
         remaining portion thereof is suitable for the purposes for which
         Tenant has leased said Premises, this Lease shall continue
         provided it is still feasible to operate Tenant's business, but
         the rental shall be reduced in an amount proportionate to the
         value of the portion taken as it related to the total value of
         the Premises.

21.      Assignment and Subletting.

         A.       Tenant shall not assign, mortgage or pledge this Lease, or any
                  interest  therein,  and shall not sublet the  Premises  or any
                  part thereof, or any right or privilege  appurtenant  thereto,
                  or allow any other  person (the agents and  servants of Tenant
                  excepted) to occupy or use the Premises, or any

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<PAGE>



                  portion thereof, without the written consent of Landlord first
                  had  and  obtained,  which  consent  Landlord  agrees  not  to
                  unreasonably withhold. A consent to one assignment,  mortgage,
                  pledge,  subletting,  occupation  or use by any  other  person
                  shall not relieve the Tenant  from any  obligation  under this
                  Lease,  and  shall  not  be  deemed  to be a  consent  to  any
                  subsequent   assignment,    mortgage,    pledge,   subletting,
                  occupation or use by another person. Any assignment, mortgage,
                  subletting,  occupation  or use without such consent  shall be
                  void,  and shall,  at the option of Landlord,  terminate  this
                  Lease.

         B.       The provisions of this Paragraph 22 shall be binding on any
                  subtenant or assignee who desires to sub-sublet or sub-
                  assign their interest, and Landlord's actions with respect
                  to one assignment, mortgage, pledge, sublease, occupation
                  or use shall not be deemed to limit the Landlord's options
                  under this Lease with respect to a subsequent assignment,
                  mortgage, pledge, sublease, occupation or use. Landlord's
                  rights under this Paragraph 22 shall prevail over any
                  inconsistent language in any sublease or assignment to
                  which the Landlord consents and are reserved by the
                  Landlord from the grant of the Tenant's leasehold estate.
                  Nothing herein shall be construed to require the Landlord's
                  consent to any assignment, mortgage, pledge, subletting,
                  occupation or use referred to in Paragraph (so long as the
                  Landlord's consent is not unreasonably withheld). Any
                  exercise of the Landlord's rights under this Paragraph 22
                  shall be deemed to be reasonable.

                  Failure of any  subtenant  or assignee to make any payments to
                  Tenant  shall not affect the  obligation  of the Tenant to pay
                  the lease rent or any other  obligation  under the Lease owing
                  to the Landlord.  The provisions of any sublease or assignment
                  cannot be  modified,  nor may the  sublease or  assignment  be
                  terminated  other than in accordance  with its terms,  without
                  the written consent of the Landlord.

22.      Insolvency and  Receivership.  Either the  appointment of a receiver to
         take possession of all, or  substantially  all, of the assets of Tenant
         or a general assignment by Tenant for the benefit of creditors,  or any
         action taken or suffered by Tenant under any  insolvency  or bankruptcy
         act, shall constitute a breach of this Lease by Tenant.

23.      Default  and  Re-Entry.  In the  event of any  breach  of the terms and
         provisions of this Lease by Tenant,  or if Tenant's interest herein, or
         any part  thereof,  be  assigned  or  transferred  without  the written
         consent of Landlord, either voluntarily or by operation of law, whether
         by judgment,  execution,  death, receivership or any other means, or if
         Tenant  vacates or abandons the Premises,  which shall be  conclusively
         presumed if

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         Tenant leaves the Premises closed or unoccupied continuously for twenty
         (20) days,  then in any such event,  Landlord,  besides other rights or
         remedies it may have,  shall have the  immediate  right of re-entry and
         may remove all persons and  property  from the  Premises  and may store
         such property at the cost of and for the account and risk of Tenant.

         Should  Landlord  elect to  re-enter  as  herein  provided,  or  should
         Landlord take possession  pursuant to legal  proceedings or pursuant to
         any notice provided for by law, it may either  terminate this Lease or,
         pursuant  to Section  1951.4 of the  California  Civil  Code,  and even
         though  Tenant has  breached  this Lease and  abandoned  the  Premises,
         continue  the  Lease in  effect  for so long as the  Landlord  does not
         terminate  the  Tenant's  right to  possession,  and the  Landlord  may
         enforce  all its rights and  remedies  under the lease,  including  the
         right to recover  the rent as it becomes  due.  If  Landlord  elects to
         continue the Lease in effect,  it may re-let the Premises,  or any part
         thereof,  for such  term or terms  (which  may be for a term  extending
         beyond the term of this  Lease) and at such  rental or rentals and upon
         such other terms and  conditions as Landlord,  in its sole  discretion,
         may deem  advisable  and shall have the right to make  alterations  and
         repairs to the Premises.

         Rents received by such Landlord from such re-letting  shall be applied:
         first,  to the payment of any costs and  expenses  of such  re-letting,
         including a reasonable  attorney's  fee and any real estate  commission
         actually  paid,  and any costs and  expenses  of such  alterations  and
         repairs;  second, to the payment of any indebtedness,  other than rent,
         due hereunder  from Tenant to Landlord;  third,  to the payment of rent
         due and unpaid  hereunder;  and the residue,  if any,  shall be held by
         Landlord and applied in payment of future rent or other  obligations as
         the same may become  due and  payable  hereunder.  If the net rent from
         such re-letting during any month after first applying the rent received
         to such fees, costs, expenses and other indebtedness, is less than that
         to be paid during that month by Tenant hereunder,  Tenant shall pay any
         such deficiency to Landlord,  and such  deficiency  shall be calculated
         and paid monthly.

         No such  re-entry  or taking  possession  of said  Premises by Landlord
         shall be construed  as an election on its part to terminate  this Lease
         unless a written  notice of such intention be given to Tenant or unless
         the   termination   thereof  be   decreed  by  a  court  of   competent
         jurisdiction.  Notwithstanding any such re-letting without termination,
         Landlord may, at any time thereafter, elect to terminate this Lease for
         such previous breach.

         Should  Landlord at any time terminate  this Lease for any breach,  and
         thereafter seek relief pursuant to Section 1951.2 of the

                                                          12

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         California  Civil Code,  interest shall be allowed upon unpaid rent for
         the purposes of Section 1951.2(b) at Ten Percent (10%) per annum or the
         maximum  rate  permitted  by law (as  opposed  to the legal  rate),  if
         greater.  Landlord shall be entitled to recover at the time of an award
         of damages for default the worth of the amount by which the unpaid rent
         for the balance of the term after the time of award  exceeds the amount
         of the rental loss that the Tenant proves could  reasonably be avoided.
         Unless otherwise agreed between the parties,  any proof by Tenant under
         Subparagraphs  (2) or (3) of  Subdivision  (a) or  Subparagraph  (1) of
         Subdivision (c) of Section 1951.2 of the California  Civil Code, or any
         successor  statutes,  as to the  amount  of rental  loss that  could be
         reasonably avoided, shall be made in the following manner: Landlord and
         Tenant shall each select a licensed  real estate broker in the business
         of renting property of the same type and use as the leased Premises and
         in the same  geographic  vicinity,  they shall select a third  licensed
         real estate  broker,  and the three so  selected  shall  determine  the
         amount of the rental  loss that  could be  reasonably  avoided  for the
         balance of the term of this Lease after the time of award. The decision
         of the  majority of said  brokers  shall be final and binding  upon the
         parties hereto.

         The  foregoing  rights  and  remedies  shall  be  in  addition  to  and
         cumulative  with any other  rights and  remedies  available to Landlord
         under the  terms of this  Lease or any  applicable  laws,  statutes  or
         regulations.

24.      Waiver. The waiver by Landlord of any breach of any term,
         covenant, or condition herein contained shall not be deemed to
         be a waiver of such term, covenant or condition or of any
         subsequent breach of the same or any other term, covenant or
         condition herein contained. 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 rental so accepted, regardless of Landlord's
         knowledge of such preceding breach at the time of acceptance of
         such rent.

25.      Removal of Property. Whenever Landlord shall remove any property
         of Tenant from the Premises and store the same elsewhere for the
         account, and at the expense and risk, of Tenant, as provided in
         Paragraph 24, hereof, and Tenant shall fail to pay the cost of
         storing any such property after it has been stored for a period
         of ninety (90) days or more, Landlord may sell any or all such
         property at public or private sale, in such manner and at such
         times and places as Landlord in its sole discretion, may deem
         proper, without notice to or demand upon Tenant, for the payment
         of any part of such charges or the removal of any such property,
         and shall apply the proceeds of such sale: first, to the cost
         and expenses of such sale, including reasonable attorney's fees

                                                          13

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         actually incurred; second, to the payment of the cost of or charges for
         storing any such property;  third,  to the payment of any other sums of
         money which may then or thereafter be due to Landlord from Tenant under
         any of the terms hereof; and fourth, the balance, if any, to Tenant.

26.      Waiver of Damages For Re-Entry. Tenant hereby waives all claims
         for damages that may be caused by Landlord's re-entering and
         taking possession of the Premises or removing and storing the
         property of Tenant as herein provided, and will save Landlord
         harmless from loss, costs or damages occasioned thereby, and no
         such re-entry shall be considered or construed to be a forcible
         entry provided Landlord's actions are reasonable under the
         circumstances.

27.      Attorney's Fees and Costs of Suit. If Tenant or Landlord shall
         bring any action for any relief against the other, declaratory
         or otherwise, arising out of this Lease, including any suit by
         Landlord for the recovery of rent or possession of the premises,
         the losing party shall pay the successful party a reasonable sum
         for attorney's fees in such suit, and such attorney's fees shall
         be deemed to have accrued on the commencement of such action and
         shall be paid whether or not such action is prosecuted to
         judgment.

28.      Litigation Against Tenant. Should Landlord, without fault on
         Landlord's part, be made a party to any litigation instituted by
         or against Tenant, or by or against any person holding under or
         using the Premises by license of Tenant, or for the foreclosure
         of any lien for labor or material furnished to or for Tenant or
         any such other person or otherwise arising out of or resulting
         from any act or transaction of Tenant or of any such other
         person, Tenant covenants to pay to Landlord the amount of any
         judgment rendered against Landlord or the Premises or any part
         thereof, and all costs and expenses, including all attorney's
         fees, incurred by Landlord in or in connection with such
         litigation.

29.      Subordination.

         A.       This Lease, at Landlord's option, shall be subordinate to
                  any ground lease, mortgage, deed of trust, or any other
                  hypothecation for security now or hereafter placed upon the
                  Premises and to any and all advances made on the security
                  thereof and to all renewals, modifications, consolidations,
                  replacements and extensions thereof. Notwithstanding such
                  subordination, Tenant's right to quiet possession of the
                  Premises shall not be disturbed if Tenant is not in default
                  and so long as Tenant shall pay the rent and observe and
                  perform all of the provisions of this Lease, unless this
                  Lease is otherwise terminated pursuant to its terms. If any
                  mortgagee, trustee or ground lessor shall elect to have

                                                          14

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                  this Lease prior to the lien of its  mortgage,  deed of trust,
                  or ground  lease,  and shall give  written  notice  thereof to
                  Tenant,  this Lease  shall be deemed  prior to such  mortgage,
                  deed of trust or ground  lease,  whether  this  Lease is dated
                  prior  or  subsequent  to the date of said  mortgage,  deed of
                  trust or ground lease or the date or recording thereof.

         B.       Tenant agrees to execute any documents required to
                  effectuate such subordination or to make this Lease prior
                  to the lien of any mortgage, deed of trust or ground lease,
                  as the case may be, and failing to do so within ten (10)
                  days after written demand, does hereby make, constitute and
                  irrevocably appoint Landlord as Tenant's attorney-in-fact
                  and in Tenant's name, place and stead, to do so. Tenant
                  acknowledges that Tenant's failure to deliver documents
                  referred to above may cause the Landlord serious financial
                  damage by causing the failure of a financing or sale
                  transaction. Tenant shall be liable for consequential
                  damages in the event of such failures.

30.      Waiver of Redemption By Tenant, Holding Over. Tenant hereby
         waives for Tenant and all those claiming under Tenant, all
         rights now or hereafter existing to redeem the leased Premises
         after termination of Tenant's right of occupancy by order or
         judgment of any court or by any legal process or writ. If Tenant
         holds over after the term hereof, with or without the express or
         implied consent of Landlord, such tenancy shall be from month to
         month only, and not a renewal hereof or an extension for any
         further term, and in such case rental shall be payable in the
         amount and at the time specified in Paragraph 4 hereof, and such
         month to month tenancy shall be subject to every other term,
         covenant and agreement contained herein.

31.      Entry and Inspection. Tenant will permit Landlord and its agents
         to enter into and upon the Premises at all reasonable times for
         the purpose of inspecting the same, or for the purpose of
         protecting the interest therein of Landlord or the Owner, or to
         post notices of non-responsibility, or to make alterations or
         additions to the Premises, including the erection of
         scaffolding, props or other mechanical devices, or to provide
         any service provided by Landlord to Tenant hereunder, without
         any rebate of rent to Tenant for any loss of occupancy or quiet
         enjoyment of the Premises, or damage, injury or inconvenience
         thereby occasioned, and Tenant will permit Landlord, at any time
         within one hundred eighty (180) days prior to the expiration of
         this Lease, to bring upon the Premises, for purposes of
         inspection or display, prospective tenants thereof.

32.      Successors and Assigns. Subject to the provisions hereof
         relating to assignment, mortgaging, pledging and subletting,
         this Lease is intended to and does bind the heirs, executors,

                                                          15

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         administrators, successors and assigns of any and all of the
         parties hereto.

33.      Time. Time is of the essence of this Lease.

34.      Notices. All notices which Landlord or Tenant may be required,
         or may desire, to serve on the other may be served, as an
         alternative to personal service, by mailing the same, postage
         prepaid, addressed to Landlord at 6637 Oakmont Drive, Santa
         Rosa, CA 95405, and to Tenant at the Premises, whether or not
         Tenant has departed from, abandoned or vacated the Premises, or
         addressed to such other address or addresses as either Landlord
         or Tenant may from time to time designate to the other in
         writing.

35.      Complete Agreement. It is expressly agreed by the parties, as a
         material consideration for the execution of this Lease, that
         there are, and were, no verbal representation, understandings,
         stipulations, agreements or promises pertaining thereto, not
         incorporated in writing herein, and it is likewise agreed that
         this Lease should not be altered, waived, amended or extended
         otherwise than as provided herein, except by writing signed by
         both parties.

36.      Estoppel Certificate. The Tenant, within ten (10) days of
         written notice, shall sign and deliver to the Landlord a
         certificate stating the lease/rental agreement is in full force
         and its material terms. Failure to deliver a certificate within
         the time specified shall be conclusive as to the truth of the
         information contained therein.

37.      Signs.  Tenant may erect only such sign or signs at or upon the Demised
         Premises  as are  approved by  Landlord,  which  approval  shall not be
         unreasonably  withheld,  and Tenant shall keep the same in  presentable
         condition  and repair and shall remove the same upon the  expiration or
         prior  termination  of the term of this  Lease,  and  repair any damage
         caused by such removal.

38.      Paragraph Headings. The paragraph headings and numbers appearing
         in this Lease are inserted only as a matter of convenience and
         in no way define, limit, construe or describe the scope or
         intent of such paragraphs of this Lease not in any way affect
         this Lease.

39.      Recording. Tenant shall not record this Lease without the
         written consent of Landlord.

40.      Comptroller of the Currency.  Notwithstanding  any other  provisions of
         this Lease, in the event that the Comptroller of the Currency appoints,
         pursuant  to  law,  a  conservator  or  receiver  for  Northern  Empire
         Bancshares, or should Northern Empire Bancshares be required,  pursuant
         to law, to merge with

                                                          16

<PAGE>


         any  other  banking  institution  as a result of any  insolvency,  said
         receivership,  conservatorship,  or  merger  shall be  deemed,  without
         requiring  the consent of  Landlord,  to effect an  assignment  of this
         Lease to the receiver or conservator or the successor  institution,  as
         the case may be, upon the  delivery  to  Landlord of written  notice of
         such  receivership,  conservatorship,  or merger,  which  notice  shall
         include an  undertaking  on the part of the receiver,  conservator,  or
         successor institution, as the case may be, to perform all of the terms,
         covenants,  and conditions on the part of Northern Empire Bancshares to
         be performed hereunder.

IN WITNESS WHEREOF,  Landlord and Tenant have executed this Lease on the day and
year first written above.

         "LANDLORD"                         "TENANT"



OAKMONT INVESTMENTS, a            SONOMA NATIONAL BANK, a
California General                National Banking Association
Partnership


By______________________          By__________________________
  Patrick R. Gallaher,Partner       Deborah A. Meekins,President

<PAGE>