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                   STANDARD MULTI-TENANT OFFICE LEASE - GROSS
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1.       Basic Provisions ("Basic Provisions").

         1.1 Parties:  This Lease ("Lease"),  dated for reference  purposes only
May 9, 2003, is made by and between Fairfield West Partners,  LLC ("Lessor") and
Solano Bank ("Lessee"), (collectively the "Parties", or individually a "Party").

         1.2(a)  Premises:  That  certain  portion of the  Project  (as  defined
below), known as Suite Numbers(s).  First, floor(s), consisting of approximately
3,078   rentable   square  feet  and   approximately   _______   useable  square
feet("Premises").  The Premises are located at: 1411 Oliver Road, in the City of
Fairfield,  County of  Solano,  State of  California,  with zip code  94534.  In
addition  to  Lessee's  rights to use and occupy  the  Premises  as  hereinafter
specified,  Lessee  shall  have  non-exclusive  rights to the  Common  Areas (as
defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any
rights to the roof, the exterior walls, the area above the dropped ceilings,  or
the utility raceways of the building containing the Premises  ("Building") or to
any other  buildings in the Project.  The  Premises,  the  Building,  the Common
Areas, the land upon which they are located,  along with all other buildings and
improvements  thereon, are herein collectively referred to as the "Project." The
Project  consists  of  approximately  38,606  rentable  square  feet.  (See also
Paragraph 2)

         1.2(b) Parking:  _____________  unreserved and  _____________  reserved
vehicle parking spaces at a monthly cost of $_____________  per unreserved space
and $________ per reserved space. (See Paragraph 2.6)

         1.3 Term: Ten (10) years and Zero months  ("Original  Term") commencing
July,  1, 2003  ("Commencement  Date") and  ending  June 30,  2013  ("Expiration
Date"). (See also Paragraph 3)

         1.4 Early  Possession:  __________________________  ("Early  Possession
Date"). (See also Paragraphs 3.2 and 3.3)

         1.5 Base Rent: $7,695.00 per month ("Base Rent)",  payable on the First
day of each month commencing July 1, 2003. (See also Paragraph 4)

[X] If this box is checked, there are provisions in this Lease for the Base Rent
    to be adjusted.

         1.6 Lessee's  Share of  Operating  Expense  Increase:  seven point nine
percent  (7.9%)  ("Lessee's  Share").  Lessee's  Share  has been  calculated  by
dividing the  approximate  rentable  square footage of the Premises by the total
approximate  square footage of the rentable  space  contained in the Project and
shall not be subject to revision  except in connection  with an actual change in
the size of the  Premises  or a change in the space  available  for lease in the
Project.

         1.7 Base Rent and Other Monies Paid Upon Execution:

                  (a)      Base Rent:  $7,695.00  for the period July 1, 2003 to
                           July 31, 2003.
                  (b)      Security  Deposit:  $7,695.00  ("Security  Deposit").
                           (See also Paragraph 5)
                  (c)      Parking: $_____________ for the period _____________.
                  (d)      Other: $_____________ for _____________.
                  (e)      Total Due Upon Execution of this Lease: $15,390.00.

         1.8 Agreed Use: Financial Services. (See also Paragraph 6)

         1.9 Base Year;  Insuring  Party.  The Base Year is 2003.  Lessor is the
"Insuring Party". (See also Paragraphs 4.2 and 8)

         1.10 Real Estate Brokers: (See also Paragraph 15)

         (a)      Representation:   The  following   real  estate  brokers  (the
                  "Brokers")   and   brokerage   relationships   exist  in  this
                  transaction (check applicable boxes):

[X] Premier Commercial, Inc. represents Lessor exclusively ("Lessor's Broker");

[_]   ____________________________________________________   represents   Lessee
exclusively ("Lessee's Broker"); or


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[_] ____________________________________________________  represents both Lessor
and Lessee ("Dual Agency").

         (b) Payment to Brokers:  Upon  execution  and delivery of this Lease by
both  Parties,  Lessor shall pay to the Brokers the brokerage fee agreed to in a
separate  written  agreement  (or if  there  is no  such  agreement,  the sum of
_____________  or  _____________  % of the  total  Base  Rent for the  brokerage
services rendered by the Brokers).

         1.11 Guarantor. The obligations of the Lessee under this Lease shall be
guaranteed by  _______________________________________  ("Guarantor"). (See also
Paragraph 37)

         1.12 Business Hours for the Building::  7:00 a.m. to 6:00 p.m., Mondays
through  Fridays  (except  Building  Holidays)  and 9:00 a.m.  to 1:00  p.m.  on
Saturdays (except Building  Holidays).  "Building Holidays" shall mean the dates
of observation of New Year's Day,  President's Day,  Memorial Day,  Independence
Day, Labor Day, Thanksgiving Day, Christmas Day, and None.

         1.13  Lessor  Supplied  Services.  Notwithstanding  the  provisions  of
Paragraph 11.1, Lessor is NOT obligated to provide the following:

[_] Janitorial services

[_] Electricity

[_] Other (specify): ____________________________________________________

         1.14  Attachments.  Attached  hereto  are the  following,  all of which
constitute a part of this Lease:

[X] an Addendum consisting of Paragraphs 51 through 52;

[X] a plot plan depicting the Premises;

[X] a current set of the Rules and Regulations;

[_] a Work Letter;

[_] a janitorial schedule;

[_] other (specifiy): __________________________________________________________

2. Premises.

         2.1 Letting.  Lessor hereby leases to Lessee,  and Lessee hereby leases
from Lessor,  the  Premises,  for the term,  at the rental,  and upon all of the
terms,  covenants  and  conditions  set forth in this  Lease.  Unless  otherwise
provided herein, any statement of size set forth in this Lease, or that may have
been used in calculating  Rent, is an  approximation  which the Parties agree is
reasonable and any payments based thereon are not subject to revision whether or
not the  actual  size is more or less.  Note:  Lessee is  advised  to verify the
actual size prior to executing this Lease.

         2.2  Condition.  Lessor shall deliver the Premises to Lessee in a clean
condition on the Commencement Date or the Early Possession Date, whichever first
occurs ("Start Date"), and warrants that the existing electrical, plumbing, fire
sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"),
and all other items which the Lessor is obligated  to construct  pursuant to the
Work Letter  attached  hereto,  if any, other than those  constructed by Lessee,
shall be in good operating condition on said date.

         2.3 Compliance.  Lessor warrants that the  improvements  comprising the
Premises and the Common Areas comply with the building codes that were in effect
at the time that each such improvement, or portion thereof, was constructed, and
also with all applicable laws, covenants or restrictions of record, regulations,
and ordinances  ("Applicable  Requirements")  in effect on the Start Date.  Said
warranty  does  not  apply  to the use to which  Lessee  will put the  Premises,
modifications  which may be required by the Americans with  Disabilities  Act or
any  similar  laws as a result of  Lessee's  use (see  Paragraph  50), or to any
Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to
be made by Lessee.  NOTE:  Lessee is responsible for determining  whether or not
the  zoning and other  Applicable  Requirements  are  appropriate  for  Lessee's
intended use, and  acknowledges  that past uses of the Premises may no longer be
allowed. If the Premises do not comply with said warranty,  Lessor shall, except
as otherwise  provided,  promptly  after  receipt of written  notice from Lessee
setting  forth with  specificity  the nature and extent of such  non-compliance,
rectify the same. If the Applicable  Requirements are hereafter changed so as to
require during the term of this Lease the  construction  of an addition to or an
alteration of the Premises,  the remediation of any Hazardous Substance,  or the
reinforcement  or  other  physical   modification  of  the  Premises   ("Capital
Expenditure"),  Lessor  and  Lessee  shall  allocate  the  cost of such  work as
follows:

                  (a)  Subject  to  Paragraph  2.3(c)  below,  if  such  Capital
Expenditures  are  required  as a result of the  specific  and unique use of the
Premises by Lessee as compared with uses by tenants in general,  Lessee shall be
fully responsible for the cost thereof,  provided,  however that if such Capital
Expenditure  is  required  during  the last 2 years of this  Lease  and the cost
thereof  exceeds 6 months' Base Rent,  Lessee may instead  terminate  this Lease
unless  Lessor  notifies  Lessee,  in writing,  within 10 days after  receipt of
Lessee's  termination  notice  that  Lessor has  elected  to pay the  difference
between the actual cost thereof and the amount equal to 6 months' Base Rent.  If
Lessee  elects  termination,  Lessee  shall  immediately  cease  the  use of the
Premises which requires such Capital  Expenditure  and deliver to Lessor written
notice  specifying  a  termination  date  at  least  90  days  thereafter.  Such
termination date shall,  however,  in no event be earlier than the last day that
Lessee  could  legally  utilize the  Premises  without  commencing  such Capital
Expenditure.

                  (b) If  such  Capital  Expenditure  is not the  result  of the
specific  and  unique use of the  Premises  by Lessee  (such as,  governmentally
mandated seismic modifications),  then Lessor and Lessee shall allocate the cost
of such Capital Expenditure as follows: Lessor shall advance the funds necessary
for such Capital  Expenditure  but Lessee shall be obligated to pay,  each month
during the  remainder of the term of this Lease,  on the date on which Base Rent
is due, an amount equal to the product of multiplying Lessee's share of the cost
of such Capital  Expenditure  (the  percentage  specified in Paragraph  1.6 by a
fraction,  the  numerator of which is one, and the  denominator  of which is 144
(ie.  1/144th  of  the  cost  per  month).  Lessee  shall  pay  interest  on the
unamortized balance of Lessee's share at a rate that is commercially  reasonable
in the  judgment  of  Lessor's  accountants.  Lessee  may,  however,  prepay its
obligation at any time. Provided,  however,  that if such Capital Expenditure is
required  during  the  last 2  years  of  this  Lease  or if  Lessor  reasonably
determines that it is not economically feasible to pay its share thereof, Lessor
shall have the option to terminate  this Lease upon 90 days prior written notice
to Lessee  unless  Lessee  notifies  Lessor,  in  writing,  within 10 days after
receipt of Lessor's  termination  notice  that Lessee will pay for such  Capital
Expenditure.  If Lessor  does not elect to  terminate,  and fails to tender  its
share of any such Capital Expenditure,  Lessee may advance such funds and deduct
same,  with  Interest,  from Rent until  Lessor's  share of such costs have been
fully paid. If Lessee is unable to finance  Lessor's share, or if the balance of
the Rent due and payable for the  remainder of this Lease is not  sufficient  to
fully  reimburse  Lessee  on an offset  basis,  Lessee  shall  have the right to
terminate this Lease upon 30 days written notice to Lessor.

                  (c)  Notwithstanding  the  above,  the  provisions  concerning
Capital Expenditures are intended to apply only to nonvoluntary, unexpected, and
new Applicable  Requirements.  If the Capital Expenditures are instead triggered
by  Lessee  as a result  of an  actual  or  proposed  change  in use,  change in
intensity  of use, or  modification  to the  Premises  then,  and in that event,
Lessee shall be fully  responsible  for the cost  thereof,  and Lessee shall not
have any right to terminate this Lease.

         2.4  Acknowledgements.  Lessee  acknowledges  that: (a) Lessee has been
advised by Lessor and/or Brokers to satisfy itself with respect to the condition
of the  Premises  (including  but not limited to the  electrical,  HVAC and fire
sprinkler  systems,   security,   environmental  aspects,  and  compliance  with
Applicable  Requirements),  and their suitability for Lessee's intended use, (b)
Lessee has made such investigation as it deems necessary with reference to such

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matters  and  assumes  all  responsibility  therefor  as the same  relate to its
occupancy of the Premises, and (c) neither Lessor,  Lessor's agents, nor Brokers
have made any oral or written representations or warranties with respect to said
matters other than as set forth in this Lease. In addition,  Lessor acknowledges
that:  (i)  Brokers  have  made  no  representations,   promises  or  warranties
concerning  Lessee's  ability  to honor the Lease or  suitability  to occupy the
Premises,  and  (ii) it is  Lessor's  sole  responsibility  to  investigate  the
financial capability and/or suitability of all proposed tenants.

         2.5 Lessee as Prior  Owner/Occupant.  The warranties  made by Lessor in
Paragraph  2 shall be of no force or  effect if  immediately  prior to the Start
Date,  Lessee was the owner or occupant of the Premises.  In such event,  Lessee
shall be responsible for any necessary corrective work.

         2.6 Vehicle Parking.  So long as Lessee is not in default,  and subject
to the Rules and Regulations  attached hereto, and as established by Lessor from
time to time,  Lessee  shall be  entitled  to rent and use the number of parking
spaces  specified in Paragraph 1.2(b) at the rental rate applicable from time to
time for monthly parking as set by Lessor and/or its licensee.

                  (a) If Lessee commits, permits or allows any of the prohibited
activities described in the Lease or the rules then in effect, then Lessor shall
have the right,  without  notice,  in addition to such other rights and remedies
that it may have, to remove or tow away the vehicle involved and charge the cost
to Lessee, which cost shall be immediately payable upon demand by Lessor.

                  (b) The monthly rent per parking space  specified in Paragraph
1.2(b) is subject to change  upon 30 days prior  written  notice to Lessee.  The
rent for the parking is payable  one month in advance  prior to the first day of
each calendar month.

         2.7 Common Areas -  Definition.  The term " Common Areas" is defined as
all areas and facilities  outside the Premises and within the exterior  boundary
line of the Project and interior utility raceways and  installations  within the
Premises  that are provided and  designated  by the Lessor from time to time for
the general nonexclusive use of Lessor,  Lessee and other tenants of the Project
and their respective employees, suppliers, shippers, customers,  contractors and
invitees,  including, but not limited to, common entrances,  lobbies, corridors,
stairwells,  public restrooms,  elevators,  parking areas, loading and unloading
areas, trash areas, roadways, walkways, driveways and landscaped areas.

         2.8 Common Areas - Lessee's  Rights.  Lessor grants to Lessee,  for the
benefit of Lessee and its employees, suppliers, shippers, contractors, customers
and invitees,  during the term of this Lease, the nonexclusive  right to use, in
common with others  entitled  to such use,  the Common  Areas as they exist from
time to time, subject to any rights,  powers, and privileges  reserved by Lessor
under the terms  hereof  or under  the  terms of any  rules and  regulations  or
restrictions  governing the use of the Project. Under no circumstances shall the
right  herein  granted to use the Common Areas be deemed to include the right to
store any property,  temporarily or permanently,  in the Common Areas.  Any such
storage  shall be  permitted  only by the  prior  written  consent  of Lessor or
Lessor's  designated  agent,  which  consent may be revoked at any time.  In the
event that any  unauthorized  storage  shall  occur then  Lessor  shall have the
right, without notice, in addition to such other rights and remedies that it may
have, to remove the property and charge the cost to Lessee,  which cost shall be
immediately payable upon demand by Lessor.

         2.9  Common  Areas -  Rules  and  Regulations.  Lessor  or  such  other
person(s) as Lessor may appoint shall have the exclusive  control and management
of the  Common  Areas and shall  have the  right,  from time to time,  to adopt,
modify,   amend  and  enforce  reasonable  rules  and  regulations  ("Rules  and
Regulations") for the management,  safety, care, and cleanliness of the grounds,
the parking and  unloading of vehicles and the  preservation  of good order,  as
well as for the  convenience  of other  occupants or tenants of the Building and
the Project and their invitees. The Lessee agrees to abide by and conform to all
such Rules and  Regulations,  and to cause its employees,  suppliers,  shippers,
customers, contractors and invitees to so abide and conform. Lessor shall not be
responsible to Lessee for the  noncompliance  with said Rules and Regulations by
other tenants of the Project.

         2.10 Common Areas - Changes.  Lessor shall have the right,  in Lessor's
sole discretion, from time to time:

                  (a) To make changes to the Common  Areas,  including,  without
limitation,  changes in the  location,  size,  shape and number of the  lobbies,
windows,  stairways, air shafts, elevators,  escalators,  restrooms,  driveways,
entrances,  parking spaces, parking areas, loading and unloading areas, ingress,
egress, direction of traffic, landscaped areas, walkways and utility raceways;

                  (b)  To  close   temporarily  any  of  the  Common  Areas  for
maintenance  purposes  so long as  reasonable  access  to the  Premises  remains
available;

                  (c) To  designate  other land  outside the  boundaries  of the
Project to be a part of the Common Areas;

                  (d) To add additional buildings and improvements to the Common
Areas;

                  (e) To use the Common Areas while engaged in making additional
improvements, repairs or alterations to the Project, or any portion thereof; and

                  (f) To do and  perform  such  other  acts and make such  other
changes in, to or with respect to the Common Areas and Project as Lessor may, in
the exercise of sound business judgment, deem to be appropriate.

3. Term.

         3.1 Term. The Commencement  Date,  Expiration Date and Original Term of
this Lease are as specified in Paragraph 1.3.

         3.2 Early  Possession.  If Lessee  totally or  partially  occupies  the
Premises prior to the  Commencement  Date, the obligation to pay Base Rent shall
be abated for the period of such early possession. All other terms of this Lease
(including  but not  limited to the  obligations  to pay  Lessee's  Share of the
Operating Expense Increase) shall, however, be in effect during such period. Any
such early possession shall not affect the Expiration Date.

         3.3 Delay In  Possession.  Lessor  agrees to use its best  commercially
reasonable  efforts  to  deliver  possession  of the  Premises  to Lessee by the
Commencement  Date.  If,  despite  said  efforts,  Lessor is  unable to  deliver
possession by such date, Lessor shall not be subject to any liability  therefor,
nor shall such  failure  affect the  validity of this Lease.  Lessee  shall not,
however,  be obligated to pay Rent or perform its other obligations until Lessor
delivers possession of the Premises and any period of rent abatement that Lessee
would  otherwise  have enjoyed shall run from the date of delivery of possession
and  continue for a period  equal to what Lessee  would  otherwise  have enjoyed
under  the  terms  hereof,  but  minus  any days of delay  caused by the acts or
omissions of Lessee.  If possession  is not  delivered  within 60 days after the
Commencement  Date,  as the same may be  extended  under  the  terms of any Work
Letter  executed  by Parties,  Lessee  may, at its option,  by notice in writing
within 10 days after the end of such 60 day period,  cancel this Lease, in which
event the Parties shall be discharged  from all obligations  hereunder.  If such
written  notice is not  received by Lessor  within said 10 day period,  Lessee's
right to cancel shall terminate.  If possession of the Premises is not delivered
within 120 days after the  Commencement  Date, this Lease shall terminate unless
other agreements are reached between Lessor and Lessee, in writing.

         3.4  Lessee  Compliance.  Lessor  shall  not  be  required  to  deliver
possession of the Premises to Lessee until Lessee  complies with its  obligation
to provide  evidence of  insurance  (Paragraph  8.5).  Pending  delivery of such
evidence,  Lessee shall be required to perform all of its obligations under this
Lease  from  and  after  the  Start  Date,   including   the  payment  of  Rent,
notwithstanding Lessor's election to withhold possession pending receipt of such
evidence  of  insurance.  Further,  if Lessee is  required  to perform any other
conditions  prior to or  concurrent  with the Start  Date,  the Start Date shall
occur but Lessor may elect to  withhold  possession  until such  conditions  are
satisfied.

4. Rent.

         4.1. Rent Defined.  All monetary  obligations of Lessee to Lessor under
the terms of this Lease (except for the Security  Deposit) are deemed to be rent
("Rent").

         4.2 Operating Expense  Increase.  Lessee shall pay to Lessor during the
term hereof, in addition to the Base Rent, Lessee's Share of the amount by which
all  Operating  Expenses  for each  Comparison  Year  exceeds  the amount of all
Operating Expenses for the Base Year, such excess being hereinafter  referred to
as  the  "Operating  Expense   Increase",   in  accordance  with  the  following
provisions:

                  (a) "Base Year" is as specified in Paragraph 1.9.

                  (b) "Comparison  Year" is defined as each calendar year during
the term of this Lease subsequent to the Base Year;  provided,  however,  Lessee
shall  have no  obligation  to pay a share  of the  Operating  Expense  Increase
applicable  to the first 12 months of the  Lease  Term  (other  than such as are
mandated by a governmental  authority,  as to which government mandated expenses
Lessee shall pay Lessee's Share, notwithstanding they occur during the first

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twelve (12) months).  Lessee's Share of the Operating  Expense  Increase for the
first and last Comparison Years of the Lease Term shall be prorated according to
that portion of such  Comparison  Year as to which Lessee is  responsible  for a
share of such increase.

                  (c) "Operating  Expenses" include all costs incurred by Lessor
relating to the  ownership  and  operation of the Project,  calculated as if the
Project was at least 95% occupied, including, but not limited to, the following:

                           (i) The operation,  repair,  and maintenance in neat,
clean, safe, good order and condition, but not the replacement (see subparagraph
(g)), of the following:

                                    (aa)  The  Common  Areas,   including  their
surfaces, coverings, decorative items, carpets, drapes and window coverings, and
including  parking areas,  loading and unloading areas,  trash areas,  roadways,
sidewalks, walkways, stairways, parkways, driveways, landscaped areas, striping,
bumpers, irrigation systems, Common Area lighting facilities, building exteriors
and roofs, fences and gates;

                                    (bb)   All   heating,    air   conditioning,
plumbing,  electrical systems, life safety equipment,  communication systems and
other  equipment  used in common by, or for the benefit of, lessees or occupants
of the Project,  including elevators and escalators,  tenant  directories,  fire
detection systems including sprinkler system maintenance and repair.

                           (ii)  Trash   disposal,   janitorial   and   security
services, pest control services, and the costs of any environmental inspections;

                           (iii) Any other service to be provided by Lessor that
is elsewhere in this Lease stated to be an "Operating Expense";

                           (iv)  The  cost of the  premiums  for  the  insurance
policies maintained by Lessor pursuant to paragraph 8 and any deductible portion
of an insured loss concerning the Building or the Common Areas;

                           (v) The amount of the Real Property  Taxes payable by
Lessor pursuant to paragraph 10;

                           (vi) The cost of water, sewer, gas, electricity,  and
other publicly mandated services not separately metered;

                           (vii) Labor, salaries, and applicable fringe benefits
and costs,  materials,  supplies and tools, used in maintaining  and/or cleaning
the Project and accounting and management fees  attributable to the operation of
the Project;

                           (viii)  The cost of any  Capital  Expenditure  to the
Building or the  Project  not covered  under the  provisions  of  Paragraph  2.3
provided;  however,  that Lessor  shall  allocate  the cost of any such  Capital
Expenditure  over a 12 year period and Lessee  shall not be required to pay more
than Lessee's  Share of 1/144th of the cost of such Capital  Expenditure  in any
given month;

                           (ix)  Replacement of equipment or  improvements  that
have a useful life for accounting purposes of 5 years or less.

                  (d)  Any  item  of  Operating  Expense  that  is  specifically
attributable  to the  Premises,  the  Building  or to any other  building in the
Project or to the operation,  repair and maintenance thereof, shall be allocated
entirely to such Premises,  Building, or other building.  However, any such item
that is not  specifically  attributable to the Building or to any other building
or to  the  operation,  repair  and  maintenance  thereof,  shall  be  equitably
allocated by Lessor to all buildings in the Project.

                  (e) The inclusion of the improvements, facilities and services
set forth in  Subparagraph  4.2(c)  shall not be deemed to impose an  obligation
upon Lessor to either have said  improvements  or facilities or to provide those
services  unless the Project already has the same,  Lessor already  provides the
services,  or Lessor has agreed  elsewhere  in this Lease to provide the same or
some of them.

                  (f) Lessee's  Share of  Operating  Expense  Increase  shall be
payable by Lessee within 10 days after a reasonably detailed statement of actual
expenses is  presented  to Lessee by Lessor.  At Lessor's  option,  however,  an
amount may be estimated by Lessor from time to time in advance of Lessee's Share
of the Operating Expense Increase for any Comparison Year, and the same shall be
payable  monthly during each  Comparison Year of the Lease term, on the same day
as the Base  Rent is due  hereunder.  In the event  that  Lessee  pays  Lessor's
estimate of Lessee's Share of Operating  Expense  Increase as aforesaid,  Lessor
shall deliver to Lessee within 60 days after the  expiration of each  Comparison
Year a  reasonably  detailed  statement  showing  Lessee's  Share of the  actual
Operating Expense Increase incurred during such year. If Lessee's payments under
this  paragraph  (f)  during  said  Comparison  Year  exceed  Lessee's  Share as
indicated  on said  statement,  Lessee shall be entitled to credit the amount of
such  overpayment  against  Lessee's  Share of Operating  Expense  Increase next
falling due. If Lessee's  payments under this paragraph  during said  Comparison
Year were less than Lessee's Share as indicated on said statement,  Lessee shall
pay to Lessor the amount of the  deficiency  within 10 days  after  delivery  by
Lessor to Lessee of said  statement.  Lessor and Lessee shall  forthwith  adjust
between  them by cash  payment any balance  determined  to exist with respect to
that portion of the last  Comparison  Year for which Lessee is responsible as to
Operating  Expense  Increases,  notwithstanding  that  the  Lease  term may have
terminated before the end of such Comparison Year.

                  (g)  Operating   Expenses  shall  not  include  the  costs  of
replacement for equipment or capital  components such as the roof,  foundations,
exterior  walls or a Common Area  capital  improvement,  such as the parking lot
paving,  elevators,  fences that have a useful life for accounting purposes of 5
years or more unless it is of the type described in paragraph 4.2(c) (viii),  in
which case their cost shall be included as above provided.

                  (h) Operating  Expenses shall not include any expenses paid by
any  tenant  directly  to third  parties,  or as to which  Lessor  is  otherwise
reimbursed by any third party, other tenant, or by insurance proceeds.

         4.3  Payment.  Lessee  shall  cause  payment of Rent to be  received by
Lessor in lawful money of the United  States on or before the day on which it is
due,  without  offset or  deduction  (except as  specifically  permitted in this
Lease).  Rent for any period  during the term hereof  which is for less than one
full  calendar  month shall be prorated  based upon the actual number of days of
said month. Payment of Rent shall be made to Lessor at its address stated herein
or to such other  persons or place as Lessor may from time to time  designate in
writing.  Acceptance  of a payment  which is less than the amount then due shall
not be a waiver of Lessor's  rights to the balance of such Rent,  regardless  of
Lessor's  endorsement  of any check so  stating.  In the event  that any  check,
draft,  or other  instrument  of payment given by Lessee to Lessor is dishonored
for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any
Late  Charge.  Payments  will be  applied  first to  accrued  late  charges  and
attorney's  fees,  second to accrued  interest,  then to Base Rent and Operating
Expense Increase,  and any remaining amount to any other outstanding  charges or
costs.

5. Security Deposit.  Lessee shall deposit with Lessor upon execution hereof the
Security  Deposit  as  security  for  Lessee's   faithful   performance  of  its
obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults
under this  Lease,  Lessor may use,  apply or retain all or any  portion of said
Security  Deposit  for the payment of any amount due Lessor or to  reimburse  or
compensate  Lessor for any liability,  expense,  loss or damage which Lessor may
suffer or incur by reason thereof.  If Lessor uses or applies all or any portion
of the  Security  Deposit,  Lessee shall  within 10 days after  written  request
therefor, deposit monies with Lessor sufficient to restore said Security Deposit
to the full amount required by this Lease. If the Base Rent increases during the
term of this Lease,  Lessee  shall,  upon written  request from Lessor,  deposit
additional  moneys with Lessor so that the total amount of the Security  Deposit
shall at all times bear the same  proportion to the  increased  Base Rent as the
initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be
amended  to  accommodate  a  material  change  in the  business  of Lessee or to
accommodate a sublessee or assignee, Lessor shall have the right to increase the
Security Deposit to the extent necessary,  in Lessor's reasonable  judgment,  to
account for any increased wear and tear that the Premises may suffer as a result
thereof. If a change in control of Lessee occurs during this Lease and following
such  change  the  financial  condition  of Lessee  is, in  Lessor's  reasonable
judgment,  significantly  reduced,  Lessee shall deposit such additional  monies
with  Lessor as shall be  sufficient  to cause the  Security  Deposit to be at a
commercially  reasonable  level  based on such  change in  financial  condition.
Lessor  shall not be required to keep the  Security  Deposit  separate  from its
general  accounts.  Within 14 days after the  expiration or  termination of this
Lease,  if Lessor elects to apply the Security  Deposit only to unpaid Rent, and
otherwise  within 30 days  after the  Premises  have been  vacated  pursuant  to
Paragraph 7.4(c) below, Lessor shall return that portion of the Security Deposit
not  used or  applied  by  Lessor.  No part of the  Security  Deposit  shall  be
considered to be held in trust,  to bear  interest or to be  prepayment  for any
monies to be paid by Lessee under this Lease.

6. Use.

         6.1 Use.  Lessee shall use and occupy the Premises  only for the Agreed
Use, or any other legal use which is reasonably  comparable thereto,  and for no
other  purpose.  Lessee  shall not use or permit  the use of the  Premises  in a
manner that is unlawful,  creates damage, waste or a nuisance,  or that disturbs
occupants of or causes  damage to  neighboring  premises or  properties.  Lessor
shall not unreasonably  withhold or delay its consent to any written request for
a

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modification  of the  Agreed  Use,  so long as the  same  will  not  impair  the
structural  integrity of the  improvements  of the Building,  will not adversely
affect the  mechanical,  electrical,  HVAC,  and other  systems of the Building,
and/or will not affect the exterior appearance of the Building. If Lessor elects
to withhold consent,  Lessor shall within 7 days after such request give written
notification  of same,  which notice shall  include an  explanation  of Lessor's
objections to the change in the Agreed Use.

         6.2 Hazardous Substances.

                  (a)  Reportable  Uses  Require  Consent.  The term  "Hazardous
Substance"  as used in this Lease shall mean any  product,  substance,  or waste
whose presence, use, manufacture,  disposal,  transportation, or release, either
by itself or in combination with other materials expected to be on the Premises,
is either:  (i) potentially  injurious to the public health,  safety or welfare,
the environment or the Premises, (ii) regulated or monitored by any governmental
authority,   or  (iii)  a  basis  for  potential  liability  of  Lessor  to  any
governmental  agency or third party under any  applicable  statute or common law
theory. Hazardous Substances shall include, but not be limited to, hydrocarbons,
petroleum,  gasoline, and/or crude oil or any products,  byproducts or fractions
thereof.  Lessee shall not engage in any  activity in or on the  Premises  which
constitutes a Reportable Use of Hazardous  Substances  without the express prior
written consent of Lessor and timely  compliance (at Lessee's  expense) with all
Applicable Requirements. "Reportable Use" shall mean (i) the installation or use
of any above or below ground  storage  tank,  (ii) the  generation,  possession,
storage, use, transportation, or disposal of a Hazardous Substance that requires
a permit  from,  or with  respect  to which a report,  notice,  registration  or
business plan is required to be filed with, any governmental  authority,  and/or
(iii) the  presence at the  Premises of a Hazardous  Substance  with  respect to
which any  Applicable  Requirements  requires  that a notice be given to persons
entering or occupying the Premises or  neighboring  properties.  Notwithstanding
the foregoing,  Lessee may use any ordinary and customary  materials  reasonably
required  to be used in the normal  course of the  Agreed  Use such as  ordinary
office supplies  (copier toner,  liquid paper,  glue, etc.) and common household
cleaning  materials,  so long as such use is in compliance  with all  Applicable
Requirements,  is not a  Reportable  Use,  and does not expose the  Premises  or
neighboring property to any meaningful risk of contamination or damage or expose
Lessor to any liability therefor. In addition,  Lessor may condition its consent
to any  Reportable  Use upon  receiving  such  additional  assurances  as Lessor
reasonably  deems necessary to protect itself,  the public,  the Premises and/or
the  environment  against  damage,   contamination,   injury  and/or  liability,
including,  but not limited to, the installation (and removal on or before Lease
expiration  or  termination)  of  protective  modifications  (such  as  concrete
encasements) and/or increasing the Security Deposit.

                  (b) Duty to Inform Lessor.  If Lessee knows, or has reasonable
cause to  believe,  that a  Hazardous  Substance  has come to be located in, on,
under or about the Premises,  other than as  previously  consented to by Lessor,
Lessee shall immediately give written notice of such fact to Lessor, and provide
Lessor with a copy of any report,  notice, claim or other documentation which it
has concerning the presence of such Hazardous Substance.

                  (c) Lessee  Remediation.  Lessee shall not cause or permit any
Hazardous  Substance  to be spilled or  released  in,  on,  under,  or about the
Premises  (including  through the plumbing or sanitary  sewer  system) and shall
promptly, at Lessee's expense,  comply with all Applicable Requirements and take
all investigatory and/or remedial action reasonably recommended,  whether or not
formally ordered or required,  for the cleanup of any  contamination of, and for
the  maintenance,  security  and/or  monitoring  of the Premises or  neighboring
properties,  that  was  caused  or  materially  contributed  to  by  Lessee,  or
pertaining  to or involving any  Hazardous  Substance  brought onto the Premises
during the term of this Lease, by or for Lessee, or any third party.

                  (d) Lessee Indemnification. Lessee shall indemnify, defend and
hold Lessor, its agents, employees,  lenders and ground lessor, if any, harmless
from  and  against  any  and all  loss of  rents  and/or  damages,  liabilities,
judgments,  claims,  expenses,  penalties,  and attorneys' and consultants' fees
arising out of or involving any Hazardous Substance brought onto the Premises by
or for Lessee, or any third party (provided,  however, that Lessee shall have no
liability  under  this  Lease  with  respect  to  underground  migration  of any
Hazardous  Substance  under the Premises  from areas  outside of the Project not
caused or contributed to by Lessee). Lessee's obligations shall include, but not
be limited to, the effects of any contamination or injury to person, property or
the environment  created or suffered by Lessee,  and the cost of  investigation,
removal,  remediation,  restoration  and/or  abatement,  and shall  survive  the
expiration or termination of this Lease. No termination, cancellation or release
agreement  entered  into by Lessor  and Lessee  shall  release  Lessee  from its
obligations  under this  Lease with  respect  to  Hazardous  Substances,  unless
specifically so agreed by Lessor in writing at the time of such agreement.

                  (e)  Lessor  Indemnification.  Lessor and its  successors  and
assigns shall indemnify,  defend,  reimburse and hold Lessee,  its employees and
lenders, harmless from and against any and all environmental damages,  including
the cost of remediation, which result from Hazardous Substances which existed on
the  Premises  prior to  Lessee's  occupancy  or which  are  caused by the gross
negligence or willful  misconduct of Lessor,  its agents or employees.  Lessor's
obligations, as and when required by the Applicable Requirements, shall include,
but  not be  limited  to,  the  cost  of  investigation,  removal,  remediation,
restoration and/or abatement, and shall survive the expiration or termination of
this Lease.

                  (f) Investigations  and Remediations.  Lessor shall retain the
responsibility and pay for any  investigations or remediation  measures required
by governmental  entities having  jurisdiction  with respect to the existence of
Hazardous  Substances on the Premises prior to Lessee's  occupancy,  unless such
remediation  measure  is  required  as  a  result  of  Lessee's  use  (including
"Alterations",  as defined in paragraph 7.3(a) below) of the Premises,  in which
event Lessee shall be responsible for such payment. Lessee shall cooperate fully
in any such activities at the request of Lessor,  including  allowing Lessor and
Lessor's agents to have reasonable access to the Premises at reasonable times in
order to carry out Lessor's investigative and remedial responsibilities.

                  (g)  Lessor  Termination  Option.  If  a  Hazardous  Substance
Condition  (see Paragraph  9.1(e)) occurs during the term of this Lease,  unless
Lessee is legally  responsible  therefor  (in which case  Lessee  shall make the
investigation  and remediation  thereof required by the Applicable  Requirements
and this Lease shall continue in full force and effect,  but subject to Lessor's
rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option,
either (i)  investigate  and remediate such Hazardous  Substance  Condition,  if
required,  as soon as reasonably  possible at Lessor's  expense,  in which event
this Lease shall  continue in full force and  effect,  or (ii) if the  estimated
cost to remediate such condition  exceeds 12 times the then monthly Base Rent or
$100,000,  whichever is greater,  give written notice to Lessee,  within 30 days
after  receipt  by Lessor  of  knowledge  of the  occurrence  of such  Hazardous
Substance  Condition,  of Lessor's desire to terminate this Lease as of the date
60 days following the date of such notice.  In the event Lessor elects to give a
termination notice,  Lessee may, within 10 days thereafter,  give written notice
to  Lessor of  Lessee's  commitment  to pay the  amount by which the cost of the
remediation of such Hazardous  Substance Condition exceeds an amount equal to 12
times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall
provide Lessor with said funds or satisfactory  assurance thereof within 30 days
following  such  commitment.  In such event,  this Lease shall  continue in full
force and effect,  and Lessor shall proceed to make such  remediation as soon as
reasonably  possible after the required funds are available.  If Lessee does not
give such notice and provide the required funds or assurance  thereof within the
time provided,  this Lease shall  terminate as of the date specified in Lessor's
notice of termination.

         6.3  Lessee's  Compliance  with  Applicable  Requirements.   Except  as
otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, fully,
diligently  and in a  timely  manner,  materially  comply  with  all  Applicable
Requirements,  the requirements of any applicable fire insurance  underwriter or
rating bureau, and the  recommendations of Lessor's engineers and/or consultants
which  relate in any manner to the  Premises,  without  regard to  whether  said
requirements are now in effect or become effective after the Start Date.  Lessee
shall, within 10 days after receipt of Lessor's written request,  provide Lessor
with copies of all permits and other documents, and other information evidencing
Lessee's  compliance with any Applicable  Requirements  specified by Lessor, and
shall  immediately  upon  receipt,  notify Lessor in writing (with copies of any
documents  involved)  of any  threatened  or  actual  claim,  notice,  citation,
warning, complaint or report pertaining to or involving the failure of Lessee or
the Premises to comply with any Applicable Requirements.

         6.4 Inspection; Compliance. Lessor and Lessor's "Lender" (as defined in
Paragraph 30) and consultants shall have the right to enter into Premises at any
time, in the case of an emergency,  and otherwise at reasonable  times,  for the
purpose of inspecting the condition of the Premises and for verifying compliance
by Lessee with this  Lease.  The cost of any such  inspections  shall be paid by
Lessor, unless a violation of Applicable Requirements,  or a Hazardous Substance
Condition  (see  paragraph  9.1e)  is found  to  exist  or be  imminent,  or the
inspection is requested or ordered by a  governmental  authority.  In such case,
Lessee shall upon request  reimburse Lessor for the cost of such inspection,  so
long as such inspection is reasonably related to the violation or contamination.

7. Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.

         7.1 Lessee's Obligations.  Notwithstanding  Lessor's obligation to keep
the Premises in good condition and repair, Lessee shall be responsible for

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payment of the cost thereof to Lessor as additional rent for that portion of the
cost of any maintenance and repair of the Premises,  or any equipment  (wherever
located)  that serves only  Lessee or the  Premises,  to the extent such cost is
attributable to causes beyond normal wear and tear.  Lessee shall be responsible
for the cost of painting,  repairing or replacing wall coverings,  and to repair
or replace any improvements with the Premises.  Lessor may, at its option,  upon
reasonable notice,  elect to have Lessee perform any particular such maintenance
or repairs the cost of which is otherwise Lessee's responsibility hereunder.

         7.2 Lessor's  Obligations.  Subject to the provisions of Paragraphs 2.2
(Condition), 2.3 (Compliance),  4.2 (Operating Expenses), 6 (Use), 7.1 (Lessee's
Obligations),  9 (Damage or Destruction) and 14 (Condemnation),  Lessor, subject
to reimbursement  pursuant to Paragraph 4.2, shall keep in good order, condition
and repair the  foundations,  exterior walls,  structural  condition of interior
bearing walls,  exterior roof,  fire sprinkler  system,  fire alarm and/or smoke
detection systems, fire hydrants,  and the Common Areas. Lessee expressly waives
the  benefit  of any  statute  now or  hereafter  in effect to the  extent it is
inconsistent with the terms of this Lease.

         7.3 Utility Installations; Trade Fixtures; Alterations.

                  (a) Definitions.  The term "Utility  Installations"  refers to
all  floor  and  window  coverings,  air  lines,  vacuum  lines,  power  panels,
electrical  distribution,  security and fire protection  systems,  communication
cabling,  lighting fixtures, HVAC equipment, and plumbing in or on the Premises.
The term "Trade  Fixtures" shall mean Lessee's  machinery and equipment that can
be removed without doing material damage to the Premises. The term "Alterations"
shall  mean  any   modification   of  the   improvements,   other  than  Utility
Installations or Trade Fixtures,  whether by addition or deletion. "Lessee Owned
Alterations  and/or Utility  Installations"  are defined as  Alterations  and/or
Utility  Installations  made by Lessee that are not yet owned by Lessor pursuant
to Paragraph 7.4(a).

                  (b) Consent.  Lessee shall not make any Alterations or Utility
Installations to the Premises  without  Lessor's prior written  consent.  Lessee
may, however,  make non-structural  Utility Installations to the interior of the
Premises (excluding the roof) without such consent but upon notice to Lessor, as
long as they  are not  visible  from the  outside,  do not  involve  puncturing,
relocating or removing the roof,  ceilings,  floors or any existing walls,  will
not affect the electrical,  plumbing,  HVAC, and/or life safety systems, and the
cumulative  cost thereof  during this Lease as extended  does not exceed  $2000.
Notwithstanding  the  foregoing,  Lessee  shall  not  make or  permit  any  roof
penetrations  and/or  install  anything on the roof  without  the prior  written
approval of Lessor.  Lessor may, as a  precondition  to granting such  approval,
require  Lessee to utilize a contractor  chosen and/or  approved by Lessor.  Any
Alterations or Utility  Installations that Lessee shall desire to make and which
require the consent of the Lessor  shall be  presented to Lessor in written form
with detailed  plans.  Consent shall be deemed  conditioned  upon Lessee's:  (i)
acquiring all  applicable  governmental  permits,  (ii)  furnishing  Lessor with
copies  of  both  the  permits  and  the  plans  and  specifications   prior  to
commencement  of the work,  and (iii)  compliance  with all  conditions  of said
permits and other  Applicable  Requirements in a prompt and expeditious  manner.
Any  Alterations  or Utility  Installations  shall be performed in a workmanlike
manner with good and sufficient materials. Lessee shall promptly upon completion
furnish Lessor with as built plans and  specifications.  For work which costs an
amount in excess of one month's Base Rent, Lessor may condition its consent upon
Lessee  providing a lien and  completion  bond in an amount equal to 150% of the
estimated cost of such Alteration or Utility  Installation  and/or upon Lessee's
posting an additional Security Deposit with Lessor.

                  (c) Liens;  Bonds.  Lessee shall pay, when due, all claims for
labor or materials  furnished or alleged to have been furnished to or for Lessee
at or  for  use on the  Premises,  which  claims  are or may be  secured  by any
mechanic's or materialmen's  lien against the Premises or any interest  therein.
Lessee shall give Lessor not less than 10 days notice prior to the  commencement
of any work in, on or about the  Premises,  and  Lessor  shall have the right to
post notices of non-responsibility.  If Lessee shall contest the validity of any
such lien,  claim or demand,  then Lessee shall,  at its sole expense defend and
protect  itself,  Lessor  and the  Premises  against  the same and shall pay and
satisfy  any such  adverse  judgment  that may be  rendered  thereon  before the
enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond
in an  amount  equal to 150% of the  amount  of such  contested  lien,  claim or
demand,  indemnifying Lessor against liability for the same. If Lessor elects to
participate in any such action,  Lessee shall pay Lessor's  attorneys'  fees and
costs.

         7.4 Ownership; Removal; Surrender; and Restoration.

                  (a) Ownership. Subject to Lessor's right to require removal or
elect   ownership  as  hereinafter   provided,   all   Alterations  and  Utility
Installations  made by Lessee shall be the property of Lessee,  but considered a
part of the Premises.  Lessor may, at any time, elect in writing to be the owner
of all or any  specified  part  of the  Lessee  Owned  Alterations  and  Utility
Installations.  Unless  otherwise  instructed per paragraph  7.4(b) hereof,  all
Lessee Owned Alterations and Utility  Installations  shall, at the expiration or
termination  of this Lease,  become the property of Lessor and be surrendered by
Lessee with the Premises.

                  (b)  Removal.  By  delivery  to Lessee of written  notice from
Lessor  not  earlier  than 90 and not later than 30 days prior to the end of the
term of this Lease,  Lessor may require that any or all Lessee Owned Alterations
or Utility  Installations  be removed by the  expiration or  termination of this
Lease.  Lessor  may  require  the  removal at any time of all or any part of any
Lessee  Owned  Alterations  or Utility  Installations  made without the required
consent.

                  (c)  Surrender;   Restoration.   Lessee  shall  surrender  the
Premises by the Expiration Date or any earlier termination date, with all of the
improvements,  parts and surfaces thereof clean and free of debris,  and in good
operating order, condition and state of repair, ordinary wear and tear excepted.
"Ordinary  wear and tear"  shall not include  any damage or  deterioration  that
would have been  prevented by good  maintenance  practice.  Notwithstanding  the
foregoing,  if this Lease is for 12 months or less,  then Lessee shall surrender
the Premises in the same condition as delivered to Lessee on the Start Date with
NO  allowance  for  ordinary  wear and tear.  Lessee  shall  repair  any  damage
occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee
owned Alterations and/or Utility  Installations,  furnishings,  and equipment as
well as the removal of any storage tank installed by or for Lessee. Lessee shall
also  completely  remove  from the  Premises  any and all  Hazardous  Substances
brought onto the Premises by or for Lessee, or any third party (except Hazardous
Substances which were deposited via underground  migration from areas outside of
the Project)  even if such removal  would  require  Lessee to perform or pay for
work that  exceeds  statutory  requirements.  Trade  Fixtures  shall  remain the
property  of Lessee and shall be removed  by  Lessee.  The  failure by Lessee to
timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express
written  consent of Lessor shall  constitute a holdover  under the provisions of
Paragraph 26 below.

8. Insurance; Indemnity.

         8.1  Insurance  Premiums.  The cost of the premiums  for the  insurance
policies  maintained by Lessor pursuant to paragraph 8 are included as Operating
Expenses (see paragraph 4.2 (c)(iv)).  Said costs shall include increases in the
premiums  resulting from  additional  coverage  related to  requirements  of the
holder of a mortgage or deed of trust  covering the  Premises,  Building  and/or
Project, increased valuation of the Premises,  Building and/or Project, and/or a
general  premium  rate  increase.  Said costs  shall not,  however,  include any
premium increases resulting from the nature of the occupancy of any other tenant
of the  Building.  If the Project  was not insured for the  entirety of the Base
Year,  then the base  premium  shall be the  lowest  annual  premium  reasonably
obtainable  for the required  insurance as of the Start Date,  assuming the most
nominal use possible of the Building and/or Project. In no event, however, shall
Lessee be  responsible  for any  portion of the  premium  cost  attributable  to
liability  insurance  coverage in excess of $2,000,000  procured under Paragraph
8.2(b).

         8.2 Liability Insurance.

                  (a) Carried by Lessee. Lessee shall obtain and keep in force a
Commercial General Liability policy of insurance protecting Lessee and Lessor as
an additional  insured  against  claims for bodily injury,  personal  injury and
property  damage based upon or arising out of the ownership,  use,  occupancy or
maintenance of the Premises and all areas  appurtenant  thereto.  Such insurance
shall be on an occurrence basis providing single limit coverage in an amount not
less than  $1,000,000 per occurrence  with an annual  aggregate of not less than
$2,000,000, an "Additional  Insured-Managers or Lessors of Premises Endorsement"
and contain the "Amendment of the Pollution  Exclusion  Endorsement"  for damage
caused by heat, smoke or fumes from a hostile fire. The policy shall not contain
any intra-insured  exclusions as between insured persons or  organizations,  but
shall  include  coverage for  liability  assumed under this Lease as an "insured
contract"  for the  performance  of Lessee's  indemnity  obligations  under this
Lease. The limits of said insurance shall not,  however,  limit the liability of
Lessee nor relieve Lessee of any obligation hereunder.  All insurance carried by
Lessee  shall be  primary to and not  contributory  with any  similar  insurance
carried by Lessor, whose insurance shall be considered excess insurance only.

                  (b)  Carried  by  Lessor .  Lessor  shall  maintain  liability
insurance as described in Paragraph  8.2(a), in addition to, and not in lieu of,
the insurance required to be maintained by Lessee.  Lessee shall not be named as
an additional insured therein.

         8.3 Property Insurance - Building, Improvements and Rental Value.

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                  (a) Building and Improvements. Lessor shall obtain and keep in
force a policy or policies of insurance in the name of Lessor, with loss payable
to Lessor, any  ground-lessor,  and to any Lender insuring loss or damage to the
Building and/or Project. The amount of such insurance shall be equal to the full
replacement  cost of the Building and/or  Project,  as the same shall exist from
time to time,  or the amount  required by any Lender,  but in no event more than
the commercially  reasonable and available insurable value thereof. Lessee Owned
Alterations and Utility  Installations,  Trade Fixtures,  and Lessee's  personal
property  shall be insured by Lessee  under  Paragraph  8.4. If the  coverage is
available and  commercially  appropriate,  such policy or policies  shall insure
against all risks of direct  physical loss or damage (except the perils of flood
and/or  earthquake unless required by a Lender),  including  coverage for debris
removal  and  the  enforcement  of any  Applicable  Requirements  requiring  the
upgrading,  demolition,  reconstruction  or  replacement  of any  portion of the
Premises as the result of a covered  loss.  Said  policy or policies  shall also
contain an agreed valuation provision in lieu of any coinsurance clause,  waiver
of subrogation, and inflation guard protection causing an increase in the annual
property  insurance  coverage  amount by a factor of not less than the  adjusted
U.S.  Department of Labor Consumer  Price Index for All Urban  Consumers for the
city nearest to where the Premises are located. If such insurance coverage has a
deductible clause, the deductible amount shall not exceed $1,000 per occurrence.

                  (b) Rental Value. Lessor shall also obtain and keep in force a
policy or  policies  in the name of Lessor  with loss  payable to Lessor and any
Lender,  insuring the loss of the full Rent for one year with an extended period
of  indemnity  for an  additional  180 days  ("Rental  Value  insurance").  Said
insurance shall contain an agreed valuation provision in lieu of any coinsurance
clause,  and the amount of coverage  shall be  adjusted  annually to reflect the
projected Rent otherwise payable by Lessee, for the next 12 month period.

                  (c)  Adjacent  Premises.  Lessee shall pay for any increase in
the premiums for the property insurance of the Building and for the Common Areas
or other  buildings in the Project if said increase is caused by Lessee's  acts,
omissions, use or occupancy of the Premises.

                  (d) Lessee's Improvements. Since Lessor is the Insuring Party,
Lessor  shall not be required to insure  Lessee  Owned  Alterations  and Utility
Installations  unless the item in  question  has become the  property  of Lessor
under the terms of this Lease.

         8.4 Lessee's Property; Business Interruption Insurance.

                  (a)  Property   Damage.   Lessee  shall  obtain  and  maintain
insurance  coverage on all of Lessee's personal  property,  Trade Fixtures,  and
Lessee Owned Alterations and Utility Installations. Such insurance shall be full
replacement  cost  coverage  with  a  deductible  of not to  exceed  $1,000  per
occurrence. The proceeds from any such insurance shall be used by Lessee for the
replacement of personal  property,  Trade Fixtures and Lessee Owned  Alterations
and Utility  Installations.  Lessee shall provide  Lessor with written  evidence
that such insurance is in force.

                  (b)  Business  Interruption.  Lessee shall obtain and maintain
loss of income and extra expense  insurance in amounts as will reimburse  Lessee
for direct or indirect  loss of  earnings  attributable  to all perils  commonly
insured  against by prudent lessees in the business of Lessee or attributable to
prevention of access to the Premises as a result of such perils.

                  (c) No  Representation of Adequate  Coverage.  Lessor makes no
representation  that the  limits or forms of  coverage  of  insurance  specified
herein  are  adequate  to  cover  Lessee's  property,   business  operations  or
obligations under this Lease.

         8.5 Insurance Policies. Insurance required herein shall be by companies
duly  licensed or admitted to transact  business in the state where the Premises
are located,  and  maintaining  during the policy term a "General  Policyholders
Rating"  of at least B+, V, as set forth in the most  current  issue of  "Best's
Insurance  Guide",  or such other rating as may be required by a Lender.  Lessee
shall  not do or permit  to be done  anything  which  invalidates  the  required
insurance  policies.  Lessee shall,  prior to the Start Date,  deliver to Lessor
certified  copies of policies of such insurance or  certificates  evidencing the
existence  and  amounts  of the  required  insurance.  No such  policy  shall be
cancelable or subject to modification  except after 30 days prior written notice
to  Lessor.  Lessee  shall,  at least 30 days  prior to the  expiration  of such
policies,  furnish  Lessor with  evidence of  renewals  or  "insurance  binders"
evidencing  renewal  thereof,  or Lessor may order such insurance and charge the
cost  thereof to Lessee,  which amount shall be payable by Lessee to Lessor upon
demand. Such policies shall be for a term of at least one year, or the length of
the remaining term of this Lease,  whichever is less. If either Party shall fail
to procure and  maintain the  insurance  required to be carried by it, the other
Party may, but shall not be required to, procure and maintain the same.

         8.6  Waiver of  Subrogation.  Without  affecting  any  other  rights or
remedies, Lessee and Lessor each hereby release and relieve the other, and waive
their entire right to recover damages  against the other,  for loss of or damage
to its property  arising out of or incident to the perils required to be insured
against  herein.  The effect of such  releases and waivers is not limited by the
amount of  insurance  carried  or  required,  or by any  deductibles  applicable
hereto.  The Parties agree to have their  respective  property damage  insurance
carriers  waive any right to  subrogation  that such  companies may have against
Lessor  or  Lessee,  as the  case  may  be,  so  long  as the  insurance  is not
invalidated thereby.

         8.7  Indemnity.   Except  for  Lessor's  gross  negligence  or  willful
misconduct,  Lessee  shall  indemnify,  protect,  defend and hold  harmless  the
Premises,  Lessor and its agents, Lessor's master or ground lessor, partners and
Lenders,  from and  against any and all claims,  loss of rents  and/or  damages,
liens, judgments,  penalties,  attorneys' and consultants' fees, expenses and/or
liabilities  arising out of,  involving,  or in connection  with, the use and/or
occupancy  of the  Premises by Lessee.  If any action or  proceeding  is brought
against  Lessor by reason of any of the  foregoing  matters,  Lessee  shall upon
notice defend the same at Lessee's expense by counsel reasonably satisfactory to
Lessor and Lessor shall  cooperate with Lessee in such defense.  Lessor need not
have first paid any such claim in order to be defended or indemnified.

         8.8 Exemption of Lessor from Liability.  Lessor shall not be liable for
injury or damage to the person or goods, wares, merchandise or other property of
Lessee,  Lessee's  employees,  contractors,  invitees,  customers,  or any other
person in or about the  Premises,  whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage,  obstruction  or  other  defects  of  pipes,  fire  sprinklers,  wires,
appliances,  plumbing,  HVAC or  lighting  fixtures,  or from any  other  cause,
whether the said  injury or damage  results  from  conditions  arising  upon the
Premises  or upon other  portions  of the  Building,  or from  other  sources or
places.  Lessor  shall not be liable  for any  damages  arising  from any act or
neglect of any other  tenant of Lessor nor from the failure of Lessor to enforce
the  provisions  of any other  lease in the  Project.  Notwithstanding  Lessor's
negligence  or breach of this  Lease,  Lessor  shall under no  circumstances  be
liable  for  injury  to  Lessee's  business  or for any loss of income or profit
therefrom.

9. Damage or Destruction.

         9.1 Definitions.

                  (a) "Premises Partial Damage" shall mean damage or destruction
to the  improvements  on the Premises,  other than Lessee Owned  Alterations and
Utility Installations, which can reasonably be repaired in 3 months or less from
the date of the damage or  destruction,  and the cost  thereof does not exceed a
sum equal to 6 month's Base Rent.  Lessor shall notify Lessee in writing  within
30 days from the date of the  damage or  destruction  as to  whether  or not the
damage is Partial or Total.

                  (b)  "Premises  Total   Destruction"   shall  mean  damage  or
destruction  to the  improvements  on the  Premises,  other  than  Lessee  Owned
Alterations  and  Utility   Installations  and  Trade  Fixtures,   which  cannot
reasonably  be  repaired  in 3 months  or less  from the date of the  damage  or
destruction  and/or the cost thereof exceeds a sum equal to 6 month's Base Rent.
Lessor shall notify Lessee in writing within 30 days from the date of the damage
or destruction as to whether or not the damage is Partial or Total.

                  (c)  "Insured  Loss"  shall  mean  damage  or  destruction  to
improvements  on the Premises,  other than Lessee Owned  Alterations and Utility
Installations  and Trade  Fixtures,  which was caused by an event required to be
covered by the  insurance  described in Paragraph  8.3(a),  irrespective  of any
deductible amounts or coverage limits involved.

                  (d)  "Replacement  Cost"  shall  mean  the cost to  repair  or
rebuild the improvements  owned by Lessor at the time of the occurrence to their
condition  existing  immediately  prior thereto,  including  demolition,  debris
removal and upgrading required by the operation of Applicable Requirements,  and
without deduction for depreciation.

                  (e) "Hazardous  Substance Condition" shall mean the occurrence
or discovery of a condition  involving the presence of, or a contamination by, a
Hazardous  Substance  as  defined  in  Paragraph  6.2(a),  in,  on, or under the
Premises which requires repair, remediation, or restoration.

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         9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is
an Insured Loss occurs,  then Lessor  shall,  at Lessor's  expense,  repair such
damage (but not Lessee's Trade Fixtures or Lessee Owned  Alterations and Utility
Installations)  as soon as reasonably  possible and this Lease shall continue in
full force and  effect;  provided,  however,  that  Lessee  shall,  at  Lessor's
election,  make the repair of any damage or destruction the total cost to repair
of which is $5,000 or less, and, in such event, Lessor shall make any applicable
insurance  proceeds  available to Lessee on a reasonable basis for that purpose.
Notwithstanding the foregoing, if the required insurance was not in force or the
insurance  proceeds are not sufficient to effect such repair, the Insuring Party
shall  promptly  contribute  the  shortage in  proceeds as and when  required to
complete said repairs. In the event,  however, such shortage was due to the fact
that, by reason of the unique nature of the improvements,  full replacement cost
insurance coverage was not commercially  reasonable and available,  Lessor shall
have no  obligation  to pay for the shortage in  insurance  proceeds or to fully
restore the unique aspects of the Premises  unless Lessee  provides  Lessor with
the funds to cover same, or adequate assurance thereof, within 10 days following
receipt of written  notice of such  shortage  and  request  therefor.  If Lessor
receives said funds or adequate assurance thereof within said 10 day period, the
party  responsible  for  making  the  repairs  shall  complete  them  as soon as
reasonably  possible  and this Lease shall  remain in full force and effect.  If
such funds or  assurance  are not  received,  Lessor may  nevertheless  elect by
written notice to Lessee within 10 days thereafter to: (i) make such restoration
and repair as is  commercially  reasonable  with Lessor  paying any  shortage in
proceeds,  in which case this Lease shall  remain in full force and  effect,  or
(ii) have this Lease terminate 30 days thereafter.  Lessee shall not be entitled
to reimbursement of any funds contributed by Lessee to repair any such damage or
destruction. Premises Partial Damage due to flood or earthquake shall be subject
to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but
the net proceeds of any such  insurance  shall be made available for the repairs
if made by either Party.

         9.3 Partial Damage - Uninsured Loss. If a Premises  Partial Damage that
is not an Insured  Loss occurs,  unless  caused by a negligent or willful act of
Lessee (in which  event  Lessee  shall make the  repairs at  Lessee's  expense),
Lessor may  either:  (i) repair such  damage as soon as  reasonably  possible at
Lessor's  expense,  in which event this Lease  shall  continue in full force and
effect,  or (ii)  terminate this Lease by giving written notice to Lessee within
30 days after  receipt by Lessor of knowledge of the  occurrence of such damage.
Such  termination  shall be effective 60 days following the date of such notice.
In the event Lessor elects to terminate this Lease,  Lessee shall have the right
within 10 days after receipt of the termination notice to give written notice to
Lessor of  Lessee's  commitment  to pay for the  repair of such  damage  without
reimbursement  from  Lessor.  Lessee  shall  provide  Lessor  with said funds or
satisfactory  assurance thereof within 30 days after making such commitment.  In
such event this Lease shall continue in full force and effect,  and Lessor shall
proceed to make such repairs as soon as reasonably  possible  after the required
funds are available. If Lessee does not make the required commitment, this Lease
shall terminate as of the date specified in the termination notice.

         9.4 Total Destruction. Notwithstanding any other provision hereof, if a
Premises Total Destruction  occurs, this Lease shall terminate 60 days following
such  Destruction.  If the  damage  or  destruction  was  caused  by  the  gross
negligence  or  willful  misconduct  of Lessee,  Lessor  shall have the right to
recover Lessor's damages from Lessee, except as provided in Paragraph 8.6.

         9.5 Damage Near End of Term. If at any time during the last 6 months of
this Lease there is damage for which the cost to repair exceeds one month's Base
Rent,  whether or not an Insured Loss, Lessor may terminate this Lease effective
60 days  following  the date of  occurrence  of such  damage by giving a written
termination notice to Lessee within 30 days after the date of occurrence of such
damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable
option to extend  this  Lease or to  purchase  the  Premises,  then  Lessee  may
preserve this Lease by, (a) exercising such option and (b) providing Lessor with
any shortage in insurance  proceeds (or adequate  assurance  thereof)  needed to
make the repairs on or before the earlier of (i) the date which is 10 days after
Lessee's receipt of Lessor's written notice  purporting to terminate this Lease,
or (ii) the day prior to the date upon which such option expires. If Lessee duly
exercises  such option  during such  period and  provides  Lessor with funds (or
adequate assurance thereof) to cover any shortage in insurance proceeds,  Lessor
shall, at Lessor's commercially  reasonable expense,  repair such damage as soon
as reasonably  possible and this Lease shall  continue in full force and effect.
If Lessee  fails to exercise  such option and  provide  such funds or  assurance
during such period, then this Lease shall terminate on the date specified in the
termination notice and Lessee's option shall be extinguished.

         9.6 Abatement of Rent; Lessee's Remedies.

                  (a)  Abatement.  In the event of  Premises  Partial  Damage or
Premises Total Destruction or a Hazardous  Substance  Condition for which Lessee
is not responsible  under this Lease,  the Rent payable by Lessee for the period
required  for the repair,  remediation  or  restoration  of such damage shall be
abated in  proportion  to the degree to which  Lessee's  use of the  Premises is
impaired,  but not to  exceed  the  proceeds  received  from  the  Rental  Value
insurance.  All other  obligations  of Lessee  hereunder  shall be  performed by
Lessee,  and Lessor  shall have no liability  for any such damage,  destruction,
remediation, repair or restoration except as provided herein.

                  (b)  Remedies.  If  Lessor  shall be  obligated  to  repair or
restore the Premises and does not commence, in a substantial and meaningful way,
such repair or restoration  within 90 days after such  obligation  shall accrue,
Lessee may, at any time prior to the commencement of such repair or restoration,
give  written  notice to Lessor and to any  Lenders  of which  Lessee has actual
notice,  of Lessee's election to terminate this Lease on a date not less than 60
days  following the giving of such notice.  If Lessee gives such notice and such
repair or restoration  is not commenced  within 30 days  thereafter,  this Lease
shall  terminate  as of the date  specified  in said  notice.  If the  repair or
restoration is commenced  within such 30 days, this Lease shall continue in full
force and effect.  "Commence" shall mean either the unconditional  authorization
of the preparation of the required plans, or the beginning of the actual work on
the Premises, whichever first occurs.

         9.7  Termination;  Advance  Payments.  Upon  termination  of this Lease
pursuant to Paragraph  6.2(g) or Paragraph 9, an equitable  adjustment  shall be
made concerning  advance Base Rent and any other advance payments made by Lessee
to Lessor.  Lessor  shall,  in  addition,  return to Lessee so much of  Lessee's
Security Deposit as has not been, or is not then required to be, used by Lessor.

         9.8 Waive  Statutes.  Lessor  and  Lessee  agree that the terms of this
Lease shall  govern the effect of any damage to or  destruction  of the Premises
with respect to the termination of this Lease and hereby waive the provisions of
any present or future statute to the extent inconsistent herewith.

10. Real Property Taxes.

         10.1 Definitions.  As used herein, the term "Real Property Taxes" shall
include any form of  assessment;  real  estate,  general,  special,  ordinary or
extraordinary, or rental levy or tax (other than inheritance, personal income or
estate  taxes);  improvement  bond;  and/or  license fee imposed  upon or levied
against any legal or equitable interest of Lessor in the Project, Lessor's right
to other income therefrom, and/or Lessor's business of leasing, by any authority
having the  direct or  indirect  power to tax and where the funds are  generated
with reference to the Project address and where the proceeds so generated are to
be applied by the city, county or other local taxing authority of a jurisdiction
within which the Project is located.  "Real  Property  Taxes" shall also include
any tax, fee, levy,  assessment or charge, or any increase  therein,  imposed by
reason of events  occurring  during the term of this  Lease,  including  but not
limited to, a change in the ownership of the Project or any portion thereof or a
change in the improvements thereon.

         10.2 Payment of Taxes.  Except as otherwise provided in Paragraph 10.3,
Lessor shall pay the Real Property  Taxes  applicable  to the Project,  and said
payments  shall  be  included  in  the  calculation  of  Operating  Expenses  in
accordance with the provisions of Paragraph 4.2.

         10.3 Additional Improvements. Operating Expenses shall not include Real
Property Taxes specified in the tax assessor's  records and work sheets as being
caused by additional improvements placed upon the Project by other lessees or by
Lessor  for the  exclusive  enjoyment  of such  other  lessees.  Notwithstanding
Paragraph  10.2  hereof,  Lessee  shall,  however,  pay to  Lessor  at the  time
Operating Expenses are payable under Paragraph 4.2, the entirety of any increase
in Real  Property  Taxes if  assessed  solely by reason  of  Alterations,  Trade
Fixtures  or Utility  Installations  placed  upon the  Premises  by Lessee or at
Lessee's request.

         10.4 Joint Assessment. If the Building is not separately assessed, Real
Property Taxes allocated to the Building shall be an equitable proportion of the
Real Property Taxes for all of the land and improvements included within the tax
parcel assessed,  such proportion to be determined by Lessor from the respective
valuations  assigned in the assessor's work sheets or such other  information as
may be reasonably available.  Lessor's reasonable determination thereof, in good
faith, shall be conclusive.

         10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all
taxes  assessed  against and levied upon Lessee  Owned  Alterations  and

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Utility Installations,  Trade Fixtures, furnishings,  equipment and all personal
property of Lessee contained in the Premises. When possible,  Lessee shall cause
its  Lessee  Owned  Alterations  and  Utility  Installations,   Trade  Fixtures,
furnishings, equipment and all other personal property to be assessed and billed
separately  from the real  property of Lessor.  If any of Lessee's said property
shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes
attributable  to  Lessee's  property  within 10 days after  receipt of a written
statement setting forth the taxes applicable to Lessee's property.

11. Utilities and Services.

         11.1  Services  Provided  by  Lessor.  Lessor  shall  provide  heating,
ventilation,  air  conditioning,  reasonable  amounts of electricity  for normal
lighting  and office  machines,  water for  reasonable  and normal  drinking and
lavatory use in connection with an office,  and  replacement  light bulbs and/or
fluorescent tubes and ballasts for standard overhead fixtures. Lessor shall also
provide  janitorial  services to the Premises and Common Areas 5 times per week,
excluding Building Holidays, or pursuant to the attached janitorial schedule, if
any. Lessor shall not, however,  be required to provide  janitorial  services to
kitchens or storage areas included within the Premises.

         11.2 Services Exclusive to Lessee. Lessee shall pay for all water, gas,
heat,  light,  power,  telephone and other  utilities and services  specially or
exclusively  supplied  and/or metered  exclusively to the Premises or to Lessee,
together with any taxes  thereon.  If a service is deleted by Paragraph 1.13 and
such  service is not  separately  metered to the  Premises,  Lessee shall pay at
Lessor's  option,  either  Lessee's  Share  or a  reasonable  proportion  to  be
determined by Lessor of all charges for such jointly metered service.

         11.3 Hours of Service.  Said services and  utilities  shall be provided
during times set forth in Paragraph  1.12.  Utilities  and services  required at
other times shall be subject to advance request and  reimbursement  by Lessee to
Lessor of the cost thereof.

         11.4 Excess Usage by Lessee.  Lessee shall not make  connection  to the
utilities  except by or through  existing  outlets  and shall not install or use
machinery or equipment in or about the Premises that uses excess water, lighting
or power,  or  suffer  or  permit  any act that  causes  extra  burden  upon the
utilities or services, including but not limited to security and trash services,
over  standard  office usage for the Project.  Lessor  shall  require  Lessee to
reimburse Lessor for any excess expenses or costs that may arise out of a breach
of this subparagraph by Lessee.  Lessor may, in its sole discretion,  install at
Lessee's expense  supplemental  equipment and/or separate metering applicable to
Lessee's excess usage or loading.

         11.5  Interruptions.  There  shall be no  abatement  of rent and Lessor
shall not be liable in any  respect  whatsoever  for the  inadequacy,  stoppage,
interruption or  discontinuance  of any utility or service due to riot,  strike,
labor  dispute,  breakdown,  accident,  repair or other  cause  beyond  Lessor's
reasonable control or in cooperation with governmental request or directions.

12. Assignment and Subletting.

         12.1 Lessor's Consent Required.

                  (a)  Lessee  shall  not  voluntarily  or by  operation  of law
assign, transfer, mortgage or encumber (collectively, "assign or assignment") or
sublet all or any part of  Lessee's  interest  in this Lease or in the  Premises
without Lessor's prior written consent.

                  (b) Unless Lessee is a  corporation  and its stock is publicly
traded on a national  stock  exchange,  a change in the control of Lessee  shall
constitute an assignment requiring consent. The transfer, on a cumulative basis,
of 25% or more of the voting  control  of Lessee  shall  constitute  a change in
control for this purpose.

                  (c)  The   involvement   of  Lessee  or  its   assets  in  any
transaction,  or series of transactions  (by way of merger,  sale,  acquisition,
financing,  transfer,  leveraged  buyout or otherwise),  whether or not a formal
assignment  or  hypothecation  of this Lease or Lessee's  assets  occurs,  which
results or will  result in a  reduction  of the Net Worth of Lessee by an amount
greater  than 25% of such Net  Worth  as it was  represented  at the time of the
execution  of this Lease or at the time of the most recent  assignment  to which
Lessor has consented,  or as it exists  immediately prior to said transaction or
transactions constituting such reduction,  whichever was or is greater, shall be
considered an assignment of this Lease to which Lessor may withhold its consent.
"Net  Worth of  Lessee"  shall  mean  the net  worth of  Lessee  (excluding  any
guarantors) established under generally accepted accounting principles.

                  (d) An assignment  or subletting  without  consent  shall,  at
Lessor's option, be a Default curable after notice per Paragraph  13.1(c),  or a
noncurable  Breach  without the  necessity  of any notice and grace  period.  If
Lessor elects to treat such unapproved  assignment or subletting as a noncurable
Breach,  Lessor may  either:  (i)  terminate  this  Lease,  or (ii) upon 30 days
written notice,  increase the monthly Base Rent to 110% of the Base Rent then in
effect.  Further,  in the event of such  Breach and rental  adjustment,  (i) the
purchase  price of any option to purchase the  Premises  held by Lessee shall be
subject to similar  adjustment to 110% of the price  previously  in effect,  and
(ii) all fixed and non-fixed rental  adjustments  scheduled during the remainder
of the Lease term shall be increased to 110% of the scheduled adjusted rent.

                  (e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor
shall be limited to compensatory  damages and/or injunctive  relief.

         12.2 Terms and Conditions Applicable to Assignment and Subletting.

                  (a)   Regardless  of  Lessor's   consent,   no  assignment  or
subletting  shall:  (i) be effective  without the express written  assumption by
such assignee or sublessee of the  obligations of Lessee under this Lease,  (ii)
release  Lessee  of any  obligations  hereunder,  or  (iii)  alter  the  primary
liability of Lessee for the payment of Rent or for the  performance of any other
obligations to be performed by Lessee.

                  (b)  Lessor  may  accept  Rent  or   performance  of  Lessee's
obligations from any person other than Lessee pending approval or disapproval of
an assignment. Neither a delay in the approval or disapproval of such assignment
nor the acceptance of Rent or performance  shall constitute a waiver or estoppel
of Lessor's right to exercise its remedies for Lessee's Default or Breach.

                  (c) Lessor's consent to any assignment or subletting shall not
constitute a consent to any subsequent assignment or subletting.

                  (d) In the event of any  Default or Breach by  Lessee,  Lessor
may proceed directly  against Lessee,  any Guarantors or anyone else responsible
for the  performance  of Lessee's  obligations  under this Lease,  including any
assignee or sublessee,  without first exhausting  Lessor's  remedies against any
other person or entity responsible  therefore to Lessor, or any security held by
Lessor.

                  (e) Each request for consent to an  assignment  or  subletting
shall  be  in  writing,   accompanied  by   information   relevant  to  Lessor's
determination   as  to  the  financial  and   operational   responsibility   and
appropriateness of the proposed assignee or sublessee, including but not limited
to the intended use and/or required modification of the Premises, if any. Lessee
agrees to  provide  Lessor  with such  other or  additional  information  and/or
documentation as may be reasonably requested. (See also Paragraph 36)

                  (f) Any assignee of, or sublessee under,  this Lease shall, by
reason of accepting such assignment or entering into such sublease, be deemed to
have  assumed  and  agreed to  conform  and  comply  with  each and every  term,
covenant,  condition and obligation herein to be observed or performed by Lessee
during the term of said assignment or sublease,  other than such  obligations as
are contrary to or inconsistent  with provisions of an assignment or sublease to
which Lessor has specifically consented to in writing.

                  (g) Lessor's consent to any assignment or subletting shall not
transfer to the assignee or sublessee any Option granted to the original  Lessee
by this Lease  unless such  transfer is  specifically  consented to by Lessor in
writing. (See Paragraph 39.2)

         12.3  Additional  Terms and Conditions  Applicable to  Subletting.  The
following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises  and shall be deemed  included in all  subleases  under
this Lease whether or not expressly incorporated therein:

                  (a)  Lessee  hereby  assigns  and  transfers  to Lessor all of
Lessee's  interest in all Rent payable on any  sublease,  and Lessor may collect
such Rent and apply same toward Lessee's obligations under this Lease; provided,
however,  that  until a  Breach  shall  occur  in the  performance  of  Lessee's
obligations,  Lessee may collect  said Rent.  Lessor shall not, by reason of the
foregoing or any assignment of such sublease, nor by reason of the collection of
Rent, be deemed liable to the sublessee for any failure of Lessee to perform and
comply  with  any of  Lessee's  obligations  to such  sublessee.  Lessee  hereby
irrevocably authorizes and directs any such sublessee, upon receipt of a written
notice from Lessor  stating that a Breach exists in the  performance of Lessee's
obligations  under this  Lease,  to pay to Lessor all Rent due and to become due
under the  sublease.  Sublessee  shall rely upon any such notice from Lessor and
shall pay all Rents to Lessor  without any  obligation or right to inquire as to
whether  such  Breach  exists,  notwithstanding  any  claim  from  Lessee to the
contrary.

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                  (b) In the event of a Breach by  Lessee,  Lessor  may,  at its
option,  require  sublessee  to attorn to Lessor,  in which event  Lessor  shall
undertake the  obligations of the sublessor under such sublease from the time of
the  exercise  of said  option to the  expiration  of such  sublease;  provided,
however,  Lessor shall not be liable for any prepaid  rents or security  deposit
paid by such  sublessee to such  sublessor or for any prior Defaults or Breaches
of such sublessor.

                  (c) Any matter  requiring the consent of the sublessor under a
sublease shall also require the consent of Lessor.

                  (d) No  sublessee  shall  further  assign or sublet all or any
part of the Premises without Lessor's prior written consent.

                  (e)  Lessor  shall  deliver a copy of any notice of Default or
Breach by Lessee to the sublessee,  who shall have the right to cure the Default
of Lessee  within  the grace  period,  if any,  specified  in such  notice.  The
sublessee shall have a right of reimbursement and offset from and against Lessee
for any such Defaults cured by the sublessee.

13. Default; Breach; Remedies.

         13.1 Default; Breach. A "Default" is defined as a failure by the Lessee
to comply with or perform any of the terms,  covenants,  conditions or Rules and
Regulations  under this Lease. A "Breach" is defined as the occurrence of one or
more of the following  Defaults,  and the failure of Lessee to cure such Default
within any applicable grace period:

                  (a) The  abandonment  of the Premises;  or the vacating of the
Premises without providing a commercially reasonable level of security, or where
the coverage of the property insurance described in Paragraph 8.3 is jeopardized
as a result  thereof,  or without  providing  reasonable  assurances to minimize
potential vandalism.

                  (b) The  failure of Lessee to make any  payment of Rent or any
Security Deposit required to be made by Lessee  hereunder,  whether to Lessor or
to a third  party,  when due, to provide  reasonable  evidence of  insurance  or
surety bond, or to fulfill any  obligation  under this Lease which  endangers or
threatens  life or  property,  where such  failure  continues  for a period of 3
business days following written notice to Lessee.

                  (c) The  failure by Lessee to provide (i)  reasonable  written
evidence of compliance with Applicable Requirements, (ii) the service contracts,
(iii) the  rescission  of an  unauthorized  assignment  or  subletting,  (iv) an
Estoppel Certificate,  (v) a requested  subordination,  (vi) evidence concerning
any guaranty and/or Guarantor,  (vii) any document  requested under Paragraph 41
(easements),  or (viii) any other  documentation or information which Lessor may
reasonably  require  of Lessee  under the  terms of this  Lease,  where any such
failure continues for a period of 10 days following written notice to Lessee.

                  (d) A Default by Lessee as to the terms, covenants, conditions
or provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof,
other than those described in subparagraphs  13.1(a),  (b) or (c), above,  where
such Default  continues for a period of 30 days after written notice;  provided,
however,  that if the nature of Lessee's  Default is such that more than 30 days
are reasonably required for its cure, then it shall not be deemed to be a Breach
if  Lessee  commences  such  cure  within  said  30 day  period  and  thereafter
diligently prosecutes such cure to completion.

                  (e) The  occurrence  of any of the following  events:  (i) the
making of any general  arrangement  or assignment  for the benefit of creditors;
(ii)  becoming a  "debtor"  as  defined  in 11 U.S.C.  ss. 101 or any  successor
statute thereto  (unless,  in the case of a petition filed against  Lessee,  the
same is  dismissed  within  60  days);  (iii) the  appointment  of a trustee  or
receiver to take possession of  substantially  all of Lessee's assets located at
the  Premises or of Lessee's  interest in this Lease,  where  possession  is not
restored to Lessee  within 30 days; or (iv) the  attachment,  execution or other
judicial seizure of substantially all of Lessee's assets located at the Premises
or of  Lessee's  interest in this Lease,  where such  seizure is not  discharged
within 30 days;  provided,  however,  in the event  that any  provision  of this
subparagraph  (e) is contrary to any applicable  law, such provision shall be of
no force or effect, and not affect the validity of the remaining provisions.

                  (f) The discovery that any financial statement of Lessee or of
any Guarantor given to Lessor was materially false.

                  (g) If the  performance  of  Lessee's  obligations  under this
Lease is  guaranteed:  (i) the death of a Guarantor,  (ii) the  termination of a
Guarantor's  liability with respect to this Lease other than in accordance  with
the  terms of such  guaranty,  (iii) a  Guarantor's  becoming  insolvent  or the
subject  of a  bankruptcy  filing,  (iv) a  Guarantor's  refusal  to  honor  the
guaranty,  or  (v)  a  Guarantor's  breach  of  its  guaranty  obligation  on an
anticipatory  basis,  and Lessee's  failure,  within 60 days  following  written
notice of any such event, to provide written alternative  assurance or security,
which,  when  coupled  with the then  existing  resources  of Lessee,  equals or
exceeds the  combined  financial  resources  of Lessee and the  Guarantors  that
existed at the time of execution of this Lease.

         13.2 Remedies. If Lessee fails to perform any of its affirmative duties
or obligations, within 10 days after written notice (or in case of an emergency,
without notice),  Lessor may, at its option,  perform such duty or obligation on
Lessee's  behalf,  including  but not  limited to the  obtaining  of  reasonably
required  bonds,  insurance  policies,  or  governmental  licenses,  permits  or
approvals. The costs and expenses of any such performance by Lessor shall be due
and payable by Lessee upon  receipt of invoice  therefor.  If any check given to
Lessor  by  Lessee  shall not be  honored  by the bank  upon  which it is drawn,
Lessor,  at its option,  may require all future payments to be made by Lessee to
be by cashier's  check.  In the event of a Breach,  Lessor may,  with or without
further  notice or demand,  and without  limiting  Lessor in the exercise of any
right or remedy which Lessor may have by reason of such Breach:

                  (a) Terminate  Lessee's right to possession of the Premises by
any lawful  means,  in which case this Lease shall  terminate  and Lessee  shall
immediately  surrender  possession  to  Lessor.  In such event  Lessor  shall be
entitled to recover  from  Lessee:  (i) 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  rental  loss that the Lessee  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 rental  loss that the Lessee  proves  could be
reasonably avoided; and (iv) any other amount necessary to compensate Lessor for
all the  detriment  proximately  caused by the  Lessee's  failure to perform its
obligations  under this Lease or which in the ordinary course of things would be
likely to result therefrom,  including but not limited to the cost of recovering
possession  of  the  Premises,   expenses  of  reletting,   including  necessary
renovation and alteration of the Premises,  reasonable attorneys' fees, and that
portion of any leasing  commission  paid by Lessor in connection with this Lease
applicable to the unexpired  term of this Lease.  The worth at the time of award
of the  amount  referred  to in  provision  (iii) of the  immediately  preceding
sentence  shall be computed by  discounting  such amount at the discount rate of
the Federal  Reserve Bank of the District  within which the Premises are located
at the time of award plus one  percent.  Efforts by Lessor to  mitigate  damages
caused by  Lessee's  Breach of this  Lease  shall  not waive  Lessor's  right to
recover  damages under  Paragraph 12. If  termination  of this Lease is obtained
through the provisional remedy of unlawful detainer, Lessor shall have the right
to recover in such  proceeding  any unpaid Rent and  damages as are  recoverable
therein, or Lessor may reserve the right to recover all or any part thereof in a
separate suit. If a notice and grace period  required  under  Paragraph 13.1 was
not previously  given, a notice to pay rent or quit, or to perform or quit given
to Lessee under the unlawful  detainer  statute shall also constitute the notice
required by Paragraph  13.1. In such case, the applicable  grace period required
by Paragraph 13.1 and the unlawful detainer statute shall run concurrently,  and
the  failure of Lessee to cure the  Default  within the  greater of the two such
grace periods shall  constitute  both an unlawful  detainer and a Breach of this
Lease entitling Lessor to the remedies provided for in this Lease and/or by said
statute.

                  (b) Continue the Lease and Lessee's  right to  possession  and
recover the Rent as it becomes  due, in which event Lessee may sublet or assign,
subject only to reasonable limitations.  Acts of maintenance,  efforts to relet,
and/or the  appointment of a receiver to protect the Lessor's  interests,  shall
not constitute a termination of the Lessee's right to possession.

                  (c) Pursue any other remedy now or hereafter  available  under
the laws or judicial  decisions  of the state  wherein the Premises are located.
The expiration or  termination of this Lease and/or the  termination of Lessee's
right to possession  shall not relieve Lessee from liability under any indemnity
provisions  of this Lease as to matters  occurring  or accruing  during the term
hereof or by reason of Lessee's occupancy of the Premises.

         13.3  Inducement  Recapture.  Any  agreement for free or abated rent or
other  charges,  or for the  giving or paying by Lessor to or for  Lessee of any
cash or other bonus, inducement or consideration for Lessee's entering into this
Lease,  all of which  concessions  are  hereinafter  referred to as  "Inducement
Provisions",  shall be  deemed  conditioned  upon  Lessee's  full  and  faithful
performance of all of the terms,  covenants and  conditions of this Lease.  Upon
Breach  of  this  Lease  by  Lessee,   any  such   Inducement   Provision  shall
automatically  be deemed  deleted  from this  Lease and of no  further  force or
effect,  and  any  rent,  other  charge,  bonus,   inducement  or  consideration
theretofore abated,  given or paid by Lessor under such an Inducement  Provision
shall be immediately  due and payable by Lessee to Lessor,  notwithstanding  any
subsequent  cure of said Breach by Lessee.  The  acceptance by Lessor of rent or
the cure of the Breach which initiated the operation of this paragraph shall not
be  deemed a  waiver  by  Lessor  of the  provisions  of this  paragraph  unless
specifically so stated in writing by Lessor at the time of such acceptance.

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         13.4 Late  Charges.  Lessee  hereby  acknowledges  that late payment by
Lessee of Rent will cause Lessor to incur costs not  contemplated by this Lease,
the exact amount of which will be extremely  difficult to ascertain.  Such costs
include,  but are not limited to,  processing and accounting  charges,  and late
charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent
shall not be  received by Lessor  within 5 days after such amount  shall be due,
then, without any requirement for notice to Lessee, Lessee shall pay to Lessor a
one-time late charge equal to 10% of each such overdue amount or $100, whichever
is greater. The parties hereby agree that such late charge represents a fair and
reasonable  estimate  of the  costs  Lessor  will  incur by  reason of such late
payment. Acceptance of such late charge by Lessor shall in no event constitute a
waiver of Lessee's  Default or Breach with respect to such overdue  amount,  nor
prevent the exercise of any of the other rights and remedies granted  hereunder.
In the event that a late charge is payable hereunder,  whether or not collected,
for 3 consecutive  installments of Base Rent, then notwithstanding any provision
of this Lease to the contrary,  Base Rent shall, at Lessor's option,  become due
and payable quarterly in advance.

         13.5 Interest.  Any monetary payment due Lessor  hereunder,  other than
late charges, not received by Lessor, when due as to scheduled payments (such as
Base  Rent)  or  within  30 days  following  the  date on  which  it was due for
nonscheduled  payment,  shall  bear  interest  from the  date  when  due,  as to
scheduled  payments,  or  the  31st  day  after  it was  due as to  nonscheduled
payments. The interest ("Interest") charged shall be computed at the rate of 10%
per annum but shall not exceed the  maximum  rate  allowed by law.  Interest  is
payable in addition to the potential late charge provided for in Paragraph 13.4.

         13.6 Breach by Lessor.

                  (a) Notice of Breach.  Lessor shall not be deemed in breach of
this Lease unless Lessor fails within a reasonable time to perform an obligation
required to be performed by Lessor. For purposes of this Paragraph, a reasonable
time  shall in no event be less than 30 days after  receipt  by Lessor,  and any
Lender whose name and address  shall have been  furnished  Lessee in writing for
such purpose, of written notice specifying wherein such obligation of Lessor has
not been performed; provided, however, that if the nature of Lessor's obligation
is such that more than 30 days are reasonably required for its performance, then
Lessor shall not be in breach if  performance  is  commenced  within such 30 day
period and thereafter diligently pursued to completion.

                  (b)  Performance  by Lessee on Behalf of Lessor.  In the event
that neither Lessor nor Lender cures said breach within 30 days after receipt of
said notice,  or if having commenced said cure they do not diligently  pursue it
to completion, then Lessee may elect to cure said breach at Lessee's expense and
offset from Rent the actual and reasonable  cost to perform such cure,  provided
however, that such offset shall not exceed an amount equal to the greater of one
month's  Base Rent or the Security  Deposit,  reserving  Lessee's  right to seek
reimbursement  from  Lessor.  Lessee  shall  document  the cost of said cure and
supply said documentation to Lessor.

14.  Condemnation.  If the  Premises or any portion  thereof are taken under the
power of eminent  domain or sold under the threat of the  exercise of said power
(collectively  "Condemnation"),  this Lease shall terminate as to the part taken
as of the date the condemning  authority  takes title or  possession,  whichever
first occurs.  If more than 10% of the rentable  floor area of the Premises,  or
more  than  25% of  Lessee's  Reserved  Parking  Spaces,  if any,  are  taken by
Condemnation,  Lessee may, at Lessee's option, to be exercised in writing within
10 days after Lessor shall have given Lessee  written  notice of such taking (or
in the absence of such  notice,  within 10 days after the  condemning  authority
shall have taken possession)  terminate this Lease as of the date the condemning
authority  takes such  possession.  If Lessee does not  terminate  this Lease in
accordance with the foregoing,  this Lease shall remain in full force and effect
as to the portion of the Premises remaining,  except that the Base Rent shall be
reduced in proportion to the reduction in utility of the Premises caused by such
Condemnation.  Condemnation  awards  and/or  payments  shall be the  property of
Lessor, whether such award shall be made as compensation for diminution in value
of the  leasehold,  the  value  of the part  taken,  or for  severance  damages;
provided,  however,  that  Lessee  shall be  entitled  to any  compensation  for
Lessee's relocation  expenses,  loss of business goodwill and/or Trade Fixtures,
without  regard to  whether  or not this  Lease is  terminated  pursuant  to the
provisions of this Paragraph.  All Alterations and Utility Installations made to
the Premises by Lessee,  for purposes of Condemnation  only, shall be considered
the  property  of the  Lessee  and  Lessee  shall  be  entitled  to any  and all
compensation  which is  payable  therefor.  In the event  that this Lease is not
terminated by reason of the Condemnation,  Lessor shall repair any damage to the
Premises caused by such Condemnation.

15. Brokerage Fees.

         15.1 Additional  Commission.  In addition to the payments owed pursuant
to Paragraph 1.10 above,  and unless Lessor and the Brokers  otherwise  agree in
writing,  Lessor agrees that: (a) if Lessee exercises any Option,  (b) if Lessee
acquires  from  Lessor any rights to the  Premises  or other  premises  owned by
Lessor and located  within the Project,  (c) if Lessee  remains in possession of
the Premises, with the consent of Lessor, after the expiration of this Lease, or
(d) if  Base  Rent  is  increased,  whether  by  agreement  or  operation  of an
escalation  clause  herein,  then,  Lessor shall pay Brokers a fee in accordance
with the schedule of the Brokers in effect at the time of the  execution of this
Lease.

         15.2  Assumption  of  Obligations.  Any buyer or transferee of Lessor's
interest  in this  Lease  shall be deemed to have  assumed  Lessor's  obligation
hereunder.  Brokers  shall be third party  beneficiaries  of the  provisions  of
Paragraphs  1.10,  15, 22 and 31. If Lessor  fails to pay to Brokers any amounts
due as and for  brokerage  fees  pertaining  to this Lease  when due,  then such
amounts shall accrue Interest.  In addition,  if Lessor fails to pay any amounts
to Lessee's  Broker when due,  Lessee's Broker may send written notice to Lessor
and Lessee of such  failure and if Lessor  fails to pay such  amounts  within 10
days after said  notice,  Lessee  shall pay said monies to its Broker and offset
such amounts against Rent. In addition,  Lessee's Broker shall be deemed to be a
third party  beneficiary  of any  commission  agreement  entered  into by and/or
between  Lessor and Lessor's  Broker for the limited  purpose of collecting  any
brokerage fee owed.

         15.3  Representations and Indemnities of Broker  Relationships.  Lessee
and Lessor each  represent  and warrant to the other that it has had no dealings
with any person,  firm,  broker or finder  (other than the  Brokers,  if any) in
connection  with this  Lease,  and that no one other than said named  Brokers is
entitled to any  commission or finder's fee in connection  herewith.  Lessee and
Lessor do each hereby  agree to  indemnify,  protect,  defend and hold the other
harmless  from and against  liability for  compensation  or charges which may be
claimed by any such unnamed  broker,  finder or other similar party by reason of
any  dealings  or  actions  of the  indemnifying  Party,  including  any  costs,
expenses, attorneys' fees reasonably incurred with respect thereto.

16. Estoppel Certificates.

                  (a) Each Party (as  "Responding  Party")  shall within 10 days
after  written  notice from the other Party (the  "Requesting  Party")  execute,
acknowledge  and deliver to the Requesting  Party a statement in writing in form
similar to the then most current  "Estoppel  Certificate"  form published by the
American Industrial Real Estate Association,  plus such additional  information,
confirmation and/or statements as may be reasonably  requested by the Requesting
Party.

                  (b) If the  Responding  Party shall fail to execute or deliver
the Estoppel  Certificate  within such 10 day period,  the Requesting  Party may
execute an Estoppel Certificate stating that: (i) the Lease is in full force and
effect  without  modification  except as may be  represented  by the  Requesting
Party, (ii) there are no uncured defaults in the Requesting Party's performance,
and (iii) if Lessor is the Requesting  Party, not more than one month's rent has
been paid in advance. Prospective purchasers and encumbrancers may rely upon the
Requesting  Party's  Estoppel  Certificate,  and the  Responding  Party shall be
estopped from denying the truth of the facts contained in said Certificate.

                  (c) If  Lessor  desires  to  finance,  refinance,  or sell the
Premises,  or any part thereof,  Lessee and all Guarantors  shall deliver to any
potential lender or purchaser  designated by Lessor such financial statements as
may be  reasonably  required  by such  lender or  purchaser,  including  but not
limited  to  Lessee's  financial  statements  for the  past 3  years.  All  such
financial statements shall be received by Lessor and such lender or purchaser in
confidence and shall be used only for the purposes herein set forth.

17. Definition of Lessor.  The term "Lessor" as used herein shall mean the owner
or owners at the time in question of the fee title to the Premises,  or, if this
is a sublease,  of the Lessee's  interest in the prior lease.  In the event of a
transfer of Lessor's  title or  interest in the  Premises or this Lease,  Lessor
shall  deliver to the  transferee  or assignee (in cash or by credit) any unused
Security  Deposit held by Lessor.  Except as provided in Paragraph 15, upon such
transfer or assignment and delivery of the Security Deposit,  as aforesaid,  the
prior Lessor shall be relieved of all liability with respect to the  obligations
and/or  covenants  under this Lease  thereafter  to be  performed by the Lessor.
Subject to the foregoing,  the obligations  and/or covenants in this Lease to be
performed  by the Lessor  shall be binding  only upon the Lessor as  hereinabove
defined.

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18.  Severability.  The invalidity of any provision of this Lease, as determined
by a court of competent jurisdiction, shall in no way affect the validity of any
other provision hereof.

19. Days.  Unless  otherwise  specifically  indicated to the contrary,  the word
"days" as used in this Lease shall mean and refer to calendar days.

20.  Limitation on Liability.  The  obligations of Lessor under this Lease shall
not  constitute  personal  obligations  of  Lessor  or  its  partners,  members,
directors,  officers or shareholders,  and Lessee shall look to the Project, and
to no other assets of Lessor,  for the  satisfaction  of any liability of Lessor
with  respect  to this  Lease,  and shall  not seek  recourse  against  Lessor's
partners, members, directors, officers or shareholders, or any of their personal
assets for such satisfaction.

21. Time of Essence.  Time is of the essence with respect to the  performance of
all obligations to be performed or observed by the Parties under this Lease.

22. No Prior or Other  Agreements;  Broker  Disclaimer.  This Lease contains all
agreements  between the Parties with respect to any matter mentioned herein, and
no other prior or contemporaneous agreement or understanding shall be effective.
Lessor and Lessee each  represents and warrants to the Brokers that it has made,
and is relying solely upon,  its own  investigation  as to the nature,  quality,
character and financial  responsibility  of the other Party to this Lease and as
to the use,  nature,  quality and  character  of the  Premises.  Brokers have no
responsibility  with  respect  thereto or with  respect to any default or breach
hereof by either Party.  The  liability  (including  court costs and  attorneys'
fees)  of any  Broker  with  respect  to  negotiation,  execution,  delivery  or
performance  by either  Lessor or Lessee  under this Lease or any  amendment  or
modification hereto shall be limited to an amount up to the fee received by such
Broker pursuant to this Lease; provided,  however, that the foregoing limitation
on each Broker's  liability  shall not be applicable to any gross  negligence or
willful misconduct of such Broker.

23. Notices.

         23.1 Notice  Requirements.  All notices  required or  permitted by this
Lease or  applicable  law shall be in writing and may be delivered in person (by
hand or by courier) or may be sent by regular,  certified or registered  mail or
U.S.  Postal  Service  Express  Mail,  with  postage  prepaid,  or by  facsimile
transmission,  and  shall be  deemed  sufficiently  given if  served in a manner
specified  in this  Paragraph  23. The  addresses  noted  adjacent  to a Party's
signature on this Lease shall be that Party's address for delivery or mailing of
notices.  Either  Party may by written  notice to the other  specify a different
address for notice, except that upon Lessee's taking possession of the Premises,
the Premises shall constitute Lessee's address for notice. A copy of all notices
to Lessor  shall be  concurrently  transmitted  to such party or parties at such
addresses as Lessor may from time to time hereafter designate in writing.

         23.2 Date of Notice.  Any notice sent by registered or certified  mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, the postmark thereon. If sent
by regular  mail the  notice  shall be deemed  given 48 hours  after the same is
addressed as required herein and mailed with postage prepaid.  Notices delivered
by United  States  Express Mail or overnight  courier  that  guarantee  next day
delivery shall be deemed given 24 hours after delivery of the same to the Postal
Service or courier.  Notices  transmitted by facsimile  transmission  or similar
means  shall  be  deemed  delivered  upon  telephone   confirmation  of  receipt
(confirmation  report from fax machine is  sufficient),  provided a copy is also
delivered via delivery or mail.  If notice is received on a Saturday,  Sunday or
legal holiday, it shall be deemed received on the next business day.

24. Waivers.  No waiver by Lessor of the Default or Breach of any term, covenant
or  condition  hereof by  Lessee,  shall be  deemed a waiver of any other  term,
covenant or condition hereof,  or of any subsequent  Default or Breach by Lessee
of the same or of any other term, covenant or condition hereof. Lessor's consent
to, or  approval  of,  any act shall  not be  deemed to render  unnecessary  the
obtaining of Lessor's  consent to, or approval of, any subsequent or similar act
by Lessee,  or be construed as the basis of an estoppel to enforce the provision
or provisions of this Lease  requiring  such consent.  The acceptance of Rent by
Lessor shall not be a waiver of any Default or Breach by Lessee.  Any payment by
Lessee may be  accepted  by Lessor on account of moneys or damages  due  Lessor,
notwithstanding  any  qualifying  statements  or  conditions  made by  Lessee in
connection  therewith,  which such statements  and/or  conditions shall be of no
force or effect whatsoever unless specifically agreed to in writing by Lessor at
or before the time of deposit of such payment.

25. Disclosures Regarding The Nature of a Real Estate Agency Relationship.

                  (a) When entering  into a discussion  with a real estate agent
regarding a real estate  transaction,  a Lessor or Lessee should from the outset
understand what type of agency  relationship or  representation  it has with the
agent or agents in the transaction.  Lessor and Lessee acknowledge being advised
by the Brokers in this transaction, as follows:

                           (i) Lessor's  Agent. A Lessor's agent under a listing
agreement  with the  Lessor  acts as the agent for the Lessor  only.  A Lessor's
agent or subagent has the following  affirmative  obligations:  To the Lessor: A
fiduciary duty of utmost care, integrity,  honesty, and loyalty in dealings with
the Lessor.  To the Lessee and the Lessor:  a.  Diligent  exercise of reasonable
skills and care in  performance of the agent's  duties.  b. A duty of honest and
fair dealing and good faith.  c. A duty to disclose all facts known to the agent
materially  affecting  the value or  desirability  of the property  that are not
known to, or within the diligent  attention and observation of, the Parties.  An
agent is not  obligated to reveal to either Party any  confidential  information
obtained from the other Party which does not involve the affirmative  duties set
forth above.

                           (ii)  Lessee's  Agent.  An agent  can agree to act as
agent for the Lessee only.  In these  situations,  the agent is not the Lessor's
agent,  even if by  agreement  the agent may receive  compensation  for services
rendered,  either in full or in part from the Lessor. An agent acting only for a
Lessee has the following  affirmative  obligations.  To the Lessee:  A fiduciary
duty of utmost  care,  integrity,  honesty,  and  loyalty in  dealings  with the
Lessee.  To the Lessee and the Lessor: a. Diligent exercise of reasonable skills
and care in  performance  of the  agent's  duties.  b. A duty of honest and fair
dealing  and good  faith.  c. A duty to  disclose  all facts  known to the agent
materially  affecting  the value or  desirability  of the property  that are not
known to, or within the diligent  attention and observation of, the Parties.  An
agent is not  obligated to reveal to either Party any  confidential  information
obtained from the other Party which does not involve the affirmative  duties set
forth above.

                           (iii) Agent  Representing  Both Lessor and Lessee.  A
real estate  agent,  either  acting  directly  or through one or more  associate
licenses,  can  legally  be the  agent of both the  Lessor  and the  Lessee in a
transaction,  but only with the knowledge and consent of both the Lessor and the
Lessee.  In a dual agency  situation,  the agent has the  following  affirmative
obligations  to both the Lessor and the Lessee:  a. A  fiduciary  duty of utmost
care,  integrity,  honesty and loyalty in the dealings with either Lesser or the
Lessee.  b.  Other  duties to the  Lessor  and the  Lessee  as  stated  above in
subparagraphs (i) or (ii). In representing both Lessor and Lessee, the agent may
not without the express  permission  of the  respective  Party,  disclose to the
other  Party  that the  Lessor  will  accept  rent in an  amount  less than that
indicated in the listing or that the Lessee is willing to pay a higher rent than
that offered.  The above duties of the agent in a real estate transaction do not
relieve  a Lessor  or  Lessee  from the  responsibility  to  protect  their  own
interests. Lessor and Lessee should carefully read all agreements to assure that
they adequately  express their  understanding of the transaction.  A real estate
agent is a person qualified to advise about real estate.  If legal or tax advise
is desired, consult a competent professional.

                  (b) Brokers have no responsibility with respect to any default
or breach  hereof by either  Party.  The  liability  (including  court costs and
attorneys'  fees),  of any Broker with  respect to any breach of duty,  error or
omission relating to this Lease shall not exceed the fee received by such Broker
pursuant to this Lease; provided, however, that the foregoing limitation on each
Broker's  liability  shall not be applicable to any gross  negligence or willful
misconduct of such Broker.

                  (c)  Buyer  and  Seller   agree  to  identify  to  Brokers  as
"Confidential" any communication or information given Brokers that is considered
by such Party to be confidential.

26.  No Right To  Holdover.  Lessee  has no right to  retain  possession  of the
Premises or any part thereof beyond the expiration or termination of this Lease.
In the event that Lessee  holds over,  then the Base Rent shall be  increased to
150% of the  Base  Rent  applicable  immediately  preceding  the  expiration  or
termination. Nothing contained herein shall be construed as consent by Lessor to
any holding over by Lessee.

27.  Cumulative  Remedies.  No  remedy  or  election  hereunder  shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.

28. Covenants and Conditions;  Construction of Agreement. All provisions of this
Lease to be observed or performed by Lessee are both  covenants and  conditions.
In construing this Lease, all headings and titles are for the convenience of the
Parties only and shall not be considered a part of this Lease. Whenever

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required by the context,  the singular  shall include the plural and vice versa.
This Lease shall not be  construed  as if prepared  by one of the  Parties,  but
rather according to its fair meaning as a whole, as if both Parties had prepared
it.

29. Binding Effect; Choice of Law. This Lease shall be binding upon the Parties,
their  personal  representatives,  successors and assigns and be governed by the
laws of the State in which the Premises are located.  Any litigation between the
Parties hereto  concerning  this Lease shall be initiated in the county in which
the Premises are located.

30. Subordination; Attornment; Non-Disturbance.

         30.1  Subordination.  This Lease and any Option granted hereby shall be
subject and subordinate to any ground lease,  mortgage,  deed of trust, or other
hypothecation  or security  device  (collectively,  "Security  Device"),  now or
hereafter placed upon the Premises, to any and all advances made on the security
thereof,  and to all renewals,  modifications,  and extensions  thereof.  Lessee
agrees that the  holders of any such  Security  Devices (in this Lease  together
referred to as "Lender ") shall have no liability or  obligation  to perform any
of the obligations of Lessor under this Lease. Any Lender may elect to have this
Lease  and/or any Option  granted  hereby  superior to the lien of its  Security
Device by giving written notice thereof to Lessee, whereupon this Lease and such
Options  shall be deemed  prior to such  Security  Device,  notwithstanding  the
relative dates of the documentation or recordation thereof.

         30.2  Attornment.  In the  event  that  Lessor  transfers  title to the
Premises,  or the  Premises  are  acquired by another  upon the  foreclosure  or
termination of a Security Device to which this Lease is subordinated  (i) Lessee
shall,  subject to the  nondisturbance  provisions of Paragraph 30.3,  attorn to
such new owner, and upon request, enter into a new lease,  containing all of the
terms and provisions of this Lease, with such new owner for the remainder of the
term  hereof,  or,  at  the  election  of  such  new  owner,  this  Lease  shall
automatically  become a new Lease between Lessee and such new owner, upon all of
the terms and conditions  hereof, for the remainder of the term hereof, and (ii)
Lessor shall  thereafter  be relieved of any further  obligations  hereunder and
such new owner shall assume all of Lessor's obligations  hereunder,  except that
such new owner  shall not:  (a) be liable for any act or  omission  of any prior
lessor or with respect to events  occurring  prior to  acquisition of ownership;
(b) be subject to any offsets or defenses  which  Lessee  might have against any
prior  lessor,  (c) be bound by prepayment of more than one month's rent, or (d)
be liable for the return of any security deposit paid to any prior lessor.

         30.3 Non-Disturbance.  With respect to Security Devices entered into by
Lessor after the execution of this Lease,  Lessee's  subordination of this Lease
shall  be  subject  to  receiving  a  commercially  reasonable   non-disturbance
agreement (a "Non-Disturbance  Agreement") from the Lender which Non-Disturbance
Agreement  provides  that Lessee's  possession of the Premises,  and this Lease,
including  any options to extend the term hereof,  will not be disturbed so long
as  Lessee  is not in Breach  hereof  and  attorns  to the  record  owner of the
Premises.  Further,  within 60 days after the  execution  of this Lease,  Lessor
shall  use its  commercially  reasonable  efforts  to  obtain a  Non-Disturbance
Agreement from the holder of any  pre-existing  Security Device which is secured
by  the   Premises.   In  the  event  that  Lessor  is  unable  to  provide  the
Non-Disturbance  Agreement  within  said 60 days,  then  Lessee may, at Lessee's
option,  directly  contact Lender and attempt to negotiate for the execution and
delivery of a Non-Disturbance Agreement.

         30.4  Self-Executing.  The  agreements  contained in this  Paragraph 30
shall be effective  without the  execution of any further  documents;  provided,
however, that, upon written request from Lessor or a Lender in connection with a
sale, financing or refinancing of the Premises,  Lessee and Lessor shall execute
such further writings as may be reasonably  required to separately  document any
subordination, attornment and/or Non-Disturbance Agreement provided for herein.

31.  Attorneys'  Fees.  If any  Party or Broker  brings an action or  proceeding
involving  the  Premises  whether  founded in tort,  contract  or equity,  or to
declare rights  hereunder,  the Prevailing  Party (as hereafter  defined) in any
such  proceeding,  action,  or appeal  thereon,  shall be entitled to reasonable
attorneys'  fees.  Such fees may be awarded in the same suit or  recovered  in a
separate  suit,  whether or not such action or proceeding is pursued to decision
or judgment. The term, "Prevailing Party" shall include,  without limitation,  a
Party or Broker who  substantially  obtains or defeats the relief sought, as the
case may be, whether by compromise,  settlement, judgment, or the abandonment by
the other Party or Broker of its claim or  defense.  The  attorneys'  fees award
shall not be computed in accordance  with any court fee  schedule,  but shall be
such as to fully reimburse all attorneys' fees reasonably incurred. In addition,
Lessor shall be entitled to attorneys' fees, costs and expenses  incurred in the
preparation  and service of notices of Default and  consultations  in connection
therewith, whether or not a legal action is subsequently commenced in connection
with  such  Default  or  resulting  Breach  ($200 is a  reasonable  minimum  per
occurrence for such services and consultation).

32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall
have the right to enter the Premises at any time,  in the case of an  emergency,
and  otherwise  at  reasonable  times for the  purpose  of  showing  the same to
prospective  purchasers,  lenders,  or  tenants,  and making  such  alterations,
repairs,  improvements or additions to the Premises as Lessor may deem necessary
or desirable and the erecting,  using and  maintaining  of utilities,  services,
pipes and conduits  through the Premises  and/or other premises as long as there
is no  material  adverse  effect  to  Lessee's  use of the  Premises.  All  such
activities shall be without abatement of rent or liability to Lessee. Lessor may
at any time place on the Premises  any ordinary  "For Sale" signs and Lessor may
during the last 6 months of the term hereof  place on the  Premises any ordinary
"For Lease"  signs.  In addition,  Lessor shall have the right to retain keys to
the  Premises  and to unlock  all doors in or upon the  Premises  other  than to
files,  vaults and safes,  and in the case of emergency to enter the Premises by
any  reasonably  appropriate  means,  and any such  entry  shall not be deemed a
forcible or unlawful  entry or detainer of the Premises or an  eviction.  Lessee
waives any  charges  for  damages or  injuries  or  interference  with  Lessee's
property or business in connection therewith.

33. Auctions.  Lessee shall not conduct, nor permit to be conducted, any auction
upon the Premises without  Lessor's prior written  consent.  Lessor shall not be
obligated to exercise any standard of reasonableness  in determining  whether to
permit an auction.

34.  Signs.  Lessee shall not place any sign upon the Project  without  Lessor's
prior written consent.

35.  Termination;  Merger.  Unless  specifically  stated otherwise in writing by
Lessor,  the  voluntary or other  surrender of this Lease by Lessee,  the mutual
termination or cancellation hereof, or a termination hereof by Lessor for Breach
by Lessee,  shall  automatically  terminate any sublease or lesser estate in the
Premises;  provided,  however,  that Lessor may elect to continue any one or all
existing subtenancies.  Lessor's failure within 10 days following any such event
to elect to the  contrary  by written  notice to the  holder of any such  lesser
interest,  shall constitute  Lessor's election to have such event constitute the
termination of such interest.

36. Consents.  Except as otherwise  provided herein,  wherever in this Lease the
consent of a Party is required to an act by or for the other Party, such consent
shall not be unreasonably withheld or delayed.  Lessor's actual reasonable costs
and expenses (including but not limited to architects',  attorneys',  engineers'
and other consultants' fees) incurred in the consideration of, or response to, a
request by Lessee for any Lessor consent,  including but not limited to consents
to an assignment,  a subletting or the presence or use of a Hazardous Substance,
shall be paid by Lessee upon receipt of an invoice and supporting  documentation
therefor.  Lessor's  consent  to any act,  assignment  or  subletting  shall not
constitute an  acknowledgment  that no Default or Breach by Lessee of this Lease
exists,  nor shall such consent be deemed a waiver of any then existing  Default
or Breach,  except as may be otherwise  specifically stated in writing by Lessor
at the time of such  consent.  The  failure  to specify  herein  any  particular
condition to Lessor's consent shall not preclude the imposition by Lessor at the
time of consent of such further or other  conditions as are then reasonable with
reference to the  particular  matter for which  consent is being  given.  In the
event that  either  Party  disagrees  with any  determination  made by the other
hereunder  and  reasonably  requests  the  reasons for such  determination,  the
determining  party shall furnish its reasons in writing and in reasonable detail
within 10 business days following such request.

37. Guarantor.

         37.1 Execution.  The Guarantors,  if any, shall each execute a guaranty
in the form most  recently  published  by the  American  Industrial  Real Estate
Association.

         37.2  Default.  It shall  constitute  a  Default  of the  Lessee if any
Guarantor  fails or  refuses,  upon  request to  provide:  (a)  evidence  of the
execution of the  guaranty,  including  the  authority  of the party  signing on
Guarantor's  behalf  to  obligate  Guarantor,  and in the  case  of a  corporate
Guarantor,  a  certified  copy  of  a  resolution  of  its  board  of  directors
authorizing the making of such guaranty,  (b) current financial statements,  (c)
an Estoppel Certificate,  or (d) written confirmation that the guaranty is still
in effect.

38. Quiet  Possession.  Subject to payment by Lessee of the Rent and performance
of all of the  covenants,  conditions  and  provisions  on  Lessee's  part to be

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observed and performed under this Lease,  Lessee shall have quiet possession and
quiet enjoyment of the Premises during the term hereof.

39.  Options.  If Lessee is  granted  an  Option,  as  defined  below,  then the
following provisions shall apply.

         39.1 Definition.  "Option" shall mean: (a) the right to extend the term
of or renew this Lease or to extend or renew any lease that  Lessee has on other
property  of  Lessor;  (b) the right of first  refusal  or first  offer to lease
either the  Premises or other  property of Lessor;  (c) the right to purchase or
the right of first refusal to purchase the Premises or other property of Lessor.

         39.2 Options Personal To Original Lessee.  Any Option granted to Lessee
in this Lease is  personal  to the  original  Lessee,  and cannot be assigned or
exercised by anyone other than said original  Lessee and only while the original
Lessee is in full  possession of the Premises and, if requested by Lessor,  with
Lessee  certifying  that Lessee has no  intention  of  thereafter  assigning  or
subletting.

         39.3  Multiple  Options.  In the event  that  Lessee  has any  multiple
Options to extend or renew this Lease, a later Option cannot be exercised unless
the prior Options have been validly exercised.

         39.4 Effect of Default on Options.

                  (a) Lessee  shall  have no right to  exercise  an Option:  (i)
during the  period  commencing  with the  giving of any  notice of  Default  and
continuing until said Default is cured,  (ii) during the period of time any Rent
is unpaid  (without  regard to whether notice  thereof is given  Lessee),  (iii)
during  the time  Lessee is in Breach of this  Lease,  or (iv) in the event that
Lessee has been given 3 or more notices of separate Default,  whether or not the
Defaults  are  cured,  during  the 12 month  period  immediately  preceding  the
exercise of the Option.

                  (b) The period of time within which an Option may be exercised
shall not be extended or enlarged by reason of Lessee's inability to exercise an
Option because of the provisions of Paragraph 39.4(a).

                  (c) An Option shall  terminate  and be of no further  force or
effect,  notwithstanding  Lessee's  due and timely  exercise of the Option,  if,
after  such  exercise  and prior to the  commencement  of the  extended  term or
completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days
after such Rent  becomes due  (without  any  necessity  of Lessor to give notice
thereof), or (ii) if Lessee commits a Breach of this Lease.

40.  Security  Measures.  Lessee  hereby  acknowledges  that the Rent payable to
Lessor  hereunder  does not include the cost of guard service or other  security
measures,  and that Lessor shall have no obligation  whatsoever to provide same.
Lessee assumes all  responsibility  for the protection of the Premises,  Lessee,
its agents and invitees and their  property from the acts of third  parties.  In
the event, however, that Lessor should elect to provide security services,  then
the cost thereof shall be an Operating Expense.

41. Reservations.

                  (a) Lessor  reserves  the  right:  (i) to grant,  without  the
consent or joinder of Lessee, such easements, rights and dedications that Lessor
deems necessary,  (ii) to cause the recordation of parcel maps and restrictions,
(iii) to create and/or install new utility raceways,  so long as such easements,
rights,   dedications,   maps,   restrictions,   and  utility  raceways  do  not
unreasonably  interfere with the use of the Premises by Lessee. Lessor may also:
change the name,  address or title of the  Building or Project  upon at least 90
days prior written notice;  provide and install,  at Lessee's expense,  Building
standard  graphics on the door of the Premises  and such  portions of the Common
Areas as Lessor  shall  reasonably  deem  appropriate;  grant to any  lessee the
exclusive right to conduct any business as long as such exclusive right does not
conflict  with any rights  expressly  given  herein;  and to place  such  signs,
notices or displays as Lessor  reasonably  deems necessary or advisable upon the
roof,  exterior  of the  Building  or the Project or on pole signs in the Common
Areas.  Lessee  agrees to sign any documents  reasonably  requested by Lessor to
effectuate  such rights.  The obstruction of Lessee's view, air, or light by any
structure  erected in the vicinity of the  Building,  whether by Lessor or third
parties, shall in no way affect this Lease or impose any liability upon Lessor.

                  (b) Lessor  also  reserves  the right to move  Lessee to other
space of  comparable  size in the  Building or Project.  Lessor must  provide at
least 45 prior  written  notice of such  move,  and the new space  must  contain
improvements  of  comparable  quality to those  contained  within the  Premises.
Lessor  shall pay the  reasonable  out of pocket  costs that Lessee  incurs with
regard to such  relocation,  including  the  expenses  of moving  and  necessary
stationary revision costs. In no event, however, shall Lessor be required to pay
an amount in excess of two months Base Rent.  Lessee may not be  relocated  more
than once during the term of this Lease.

                  (c) Lessee shall not: (i) use a  representation  (photographic
or otherwise)  of the Building or Project or their  name(s) in  connection  with
Lessee's business; or (ii) suffer or permit anyone,  except in emergency,  to go
upon the roof of the Building.

42.  Performance  Under Protest.  If at any time a dispute shall arise as to any
amount or sum of money to be paid by one Party to the other under the provisions
hereof, the Party against whom the obligation to pay the money is asserted shall
have the right to make payment  "under  protest"  and such payment  shall not be
regarded as a voluntary payment and there shall survive the right on the part of
said Party to  institute  suit for recovery of such sum. If it shall be adjudged
that there was no legal  obligation on the part of said Party to pay such sum or
any part  thereof,  said Party shall be entitled to recover  such sum or so much
thereof as it was not legally required to pay.

43. Authority.

                  (a) If either Party hereto is a  corporation,  trust,  limited
liability company,  partnership,  or similar entity,  each individual  executing
this Lease on behalf of such entity  represents  and warrants  that he or she is
duly  authorized  to execute  and deliver  this Lease on its behalf.  Each party
shall,  within 30 days after  request,  deliver to the other party  satisfactory
evidence of such authority.

                  (b) If this  Lease is  executed  by more  than one  person  or
entity as "Lessee",  each such person or entity  shall be jointly and  severally
liable  hereunder.  It is  agreed  that any one of the  named  Lessees  shall be
empowered to execute any amendment to this Lease,  or other  document  ancillary
thereto and bind all of the named Lessees, and Lessor may rely on the same as if
all of the named Lessees had executed such document.

44. Conflict.  Any conflict between the printed provisions of this Lease and the
typewritten or handwritten  provisions shall be controlled by the typewritten or
handwritten provisions.

45.  Offer.  Preparation  of this  Lease by  either  party or  their  agent  and
submission  of same to the other  Party shall not be deemed an offer to lease to
the other  Party.  This Lease is not intended to be binding  until  executed and
delivered by all Parties hereto.

46.  Amendments.  This  Lease may be  modified  only in  writing,  signed by the
Parties  in  interest  at the time of the  modification.  As long as they do not
materially  change Lessee's  obligations  hereunder,  Lessee agrees to make such
reasonable nonmonetary modifications to this Lease as may be reasonably required
by a Lender in connection with the obtaining of normal  financing or refinancing
of the Premises.

47.  Multiple  Parties.  If more than one  person  or entity is named  herein as
either  Lessor or Lessee,  such  multiple  Parties  shall have joint and several
responsibility to comply with the terms of this Lease.

48. Waiver of Jury Trial.  THE PARTIES HEREBY WAIVE THEIR  RESPECTIVE  RIGHTS TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING  INVOLVING THE PROPERTY OR ARISING OUT
OF THIS AGREEMENT.

49. Mediation and Arbitration of Disputes.  An Addendum  requiring the Mediation
and/or the  Arbitration  of all  disputes  between  the Parties  and/or  Brokers
arising out of this Lease [_] is [X] is not attached to this Lease.

50. Americans with  Disabilities  Act. In the event that as a result of Lessee's
use, or intended use, of the Premises the Americans with Disabilities Act or any
similar law  requires  modifications  or the  construction  or  installation  of
improvements in or to the Premises,  Building,  Project and/or Common Areas, the
Parties agree that such  modifications,  construction or  improvements  shall be
made at: [X] Lessor's expense [_] Lessee's expense.

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

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ATTENTION:   NO  REPRESENTATION  OR  RECOMMENDATION  IS  MADE  BY  THE  AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY,
LEGAL EFFECT,  OR TAX  CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT
RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE
PREMISES.  SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE
PRESENCE  OF  HAZARDOUS  SUBSTANCES,  THE ZONING AND SIZE OF THE  PREMISES,  THE
STRUCTURAL  INTEGRITY,   THE  CONDITION  OF  THE  ROOF  AND  OPERATING  SYSTEMS,
COMPLIANCE WITH THE AMERICANS WITH  DISABILITIES  ACT AND THE SUITABILITY OF THE
PREMISES FOR LESSEE'S INTENDED USE.

WARNING:  IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA,  CERTAIN
PROVISIONS  OF THE LEASE MAY NEED TO BE REVISED  TO COMPLY  WITH THE LAWS OF THE
STATE IN WHICH THE PREMISES ARE LOCATED.

The  parties  hereto  have  executed  this  Lease at the  place and on the dates
specified above their respective signatures.


Executed at: Fairfield, Ca.               Executed at: Vacaville, CA
on: 6/16/03                               on: 6/10/03


By LESSOR:                                By LESSEE:
Fairfield West Partners, LLC              Solano Band

____________________________              ____________________________


By: /s/ Ronald Waslohn                    By: /s/ John Nerland
Name Printed: Ronald Waslohn              Name Printed: John Nerland
Title: Managing Member                    Title: President & CEO


By: /s/ ??????????                        By:
Name Printed: ??????????                  Name Printed:
Title: ??????????                         Title:
Address: 1300 Oliver Rd. #300             Address:
Fairfield, Ca. 94534


____________________________              ____________________________
Telephone / Facsimile                     Telephone / Facsimile
Federal ID No. _____________              Federal ID No. _____________


LESSOR'S                                  LESSEE'S
BROKER:                                   BROKER:
Premier Commercial, Inc.
Attn: Mr. Ron Waslohn                     Attn:
Address: 1300 Oliver Rd. Suite 300        Address:
Fairfield, CA 94534

(707) 436-7300 / (707) 421-9958           ____________________________
Telephone / Facsimile No.                 Telephone / Facsimile No.

These forms are often modified to meet changing requirements of law and needs of
the  industry.  Always  write or call to make  sure you are  utilizing  the most
current form:  American  Industrial  Real Estate  Association,  700 South Flower
Street, Suite 600, Los Angeles, CA 90017.
(213) 687-8777.

        (C)Copyright 1999-By American Industrial Real Estate Association.
                              All rights reserved.
              No part of these works may be reproduced in any form
                         without permission in writing.

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                                  Page 15 of 15

(C) 1999 - American Industrial Real Estate Association          FORM OFG-1-9/99E

<PAGE>

                               [Graphic Omitted]

                               RENT ADJUSTMENT(S)
                            STANDARD LEASE ADDENDUM

         Dated May 9, 2003

         By and Between (Lessor) Fairfield West Partners, LLC

                        (Lessee) Solano Bank

         Address of Premises: 1411 Oliver Road, Fairfield, CA 94534

Paragraph 51

A. RENT ADJUSTMENTS:

         The monthly rent for each month of the adjustment  period(s)  specified
below shall be increased using the method(s) indicated below:

(Check Method(s) to be Used and Fill in Appropriately)

[X] I. Cost of Living Adjustment(s) (COLA)

         a. On (Fill in COLA Dates):  July 1, 2004,  July 1, 2005, July 1, 2006,
July 1, 2007  _________________________________________________________ the Base
Rent shall be  adjusted  by the change,  if any,  from the Base Month  specified
below, in the Consumer Price Index of the Bureau of Labor Statistics of the U.S.
Department of Labor for (select one): [_] CPI W (Urban Wage Earners and Clerical
Workers)  or [X]  CPI U  (All  Urban  Consumers),  for  (Fill  in  Urban  Area):
Oakland/San  Francisco/San  Jose Metropolitan Area, All Items (1982-1984 = 100),
herein referred to as "CPI".

         b. In no  event,  however,  shall  the  adjustment  in rent  exceed  3%
annually.

         c. The monthly rent payable in accordance with paragraph A.I.a. of this
Addendum  shall be calculated  as follows:  the Base Rent set forth in paragraph
1.5 of the attached  Lease,  shall be  multiplied by a fraction the numerator of
which  shall be the CPI of the  calendar  month 2 months  prior to the  month(s)
specified in paragraph  A.I.a.  above  during  which the  adjustment  is to take
effect,  and the  denominator  of which shall be the CPI of the  calendar  month
which is 2 months prior to (select one): [X] the first month of the term of this
Lease as set forth in paragraph  1.3 ("Base  Month") or [_] (Fill in Other "Base
Month"):  _________________.  The sum so  calculated  shall  constitute  the new
monthly rent hereunder, but in no event, shall any such new monthly rent be less
than the rent payable for the month immediately preceding the rent adjustment.

         d. In the event the compilation  and/or publication of the CPI shall be
transferred to any other governmental department or bureau or agency or shall be
discontinued,  then the index  most  nearly the same as the CPI shall be used to
make  such  calculation.  In the event  that the  Parties  cannot  agree on such
alternative  index,  then the matter  shall be  submitted  for  decision  to the
American  Arbitration  Association  in  accordance  with the then  rules of said
Association  and the  decision  of the  arbitrators  shall be  binding  upon the
parties. The cost of said Arbitration shall be paid equally by the Parties.

[_] II. Market Rental Value Adjustment(s) (MRV)

         a. On (Fill in MRV Adjustment Date(s): ________________________________
________________________________________________________________________________
the Base Rent shall be adjusted to the "Market  Rental Value" of the property as
follows:

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Initials                                                             Initials
                               RENT ADJUSTMENT(S)
                                   Page 1 of 2

(C) 2000 - American Industrial Real Estate Association           FORM RA-3-8/00E
                                    REVISED

<PAGE>

         1) Four  months  prior to each  Market  Rental  Value  Adjustment  Date
described  above,  the Parties shall attempt to agree upon what the new MRV will
be on the  adjustment  date. If agreement  cannot be reached within thirty days,
then:

                  (a)  Lessor and Lessee  shall  immediately  appoint a mutually
acceptable appraiser or broker to establish the new MRV within the next 30 days.
Any associated costs will be split equally between the Parties, or

                  (b) Both  Lessor and  Lessee  shall  each  immediately  make a
reasonable  determination of the MRV and submit such determination,  in writing,
to arbitration in accordance with the following  provisions:

                        (i) Within 15 days  thereafter,  Lessor and Lessee shall
each select an [_] appraiser or [_] broker  ("Consultant"  - check one) of their
choice  to  act  as an  arbitrator.  The  two  arbitrators  so  appointed  shall
immediately  select a third  mutually  acceptable  Consultant  to act as a third
arbitrator.

                        (ii)  The 3  arbitrators  shall  within  30  days of the
appointment of the third  arbitrator  reach a decision as to what the actual MRV
for the  Premises  is, and whether  Lessor's or  Lessee's  submitted  MRV is the
closest thereto.  The decision of a majority of the arbitrators shall be binding
on the Parties.  The  submitted MRV which is determined to be the closest to the
actual MRV shall thereafter be used by the Parties.

                        (iii) If  either  of the  Parties  fails to  appoint  an
arbitrator  within the specified 15 days, the arbitrator timely appointed by one
of them shall reach a decision  on his or her own,  and said  decision  shall be
binding on the Parties.

                        (iv) The entire cost of such  arbitration  shall be paid
by the party whose  submitted MRV is not  selected,  ie. the one that is NOT the
closest to the actual MRV.

         2)  Notwithstanding  the foregoing,  the new MRV shall not be less than
the rent payable for the month immediately preceding the rent adjustment.

    b.   Upon the establishment of each New Market Rental Value:

         1)       the new MRV will become the new "Base Rent" for the purpose of
                  calculating any further Adjustments, and

         2)       the first month of each Market  Rental Value term shall become
                  the new  'Base  Month'  for the  purpose  of  calculating  any
                  further Adjustments.

[_] III. Fixed Rental Adjustment(s) (FRA)

The Base Rent shall be increased to the following amounts on the dates set forth
below:

        On (Fill in FRA Adjustment Date(s)):       The New Base Rent shall be:
        __________________________________         $ ___________________________
        __________________________________         $ ___________________________
        __________________________________         $ ___________________________
        __________________________________         $ ___________________________

B. NOTICE:

         Unless  specified  otherwise  herein,  notice of any such  adjustments,
other than Fixed Rental Adjustments,  shall be made as specified in paragraph 23
of the Lease.

C. BROKER'S FEE:

         The Brokers shall be paid a Brokerage Fee for each adjustment specified
above in accordance with paragraph 15 of the Lease.



NOTE:  These forms are often modified to meet changing  requirements  of law and
needs of the  industry.  Always write or call to make sure you are utilizing the
most current form: AMERICAN  INDUSTRIAL REAL ESTATE  ASSOCIATION,  700 S. Flower
Street, Suite 600, Los Angeles, Calif. 90017


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/s/ ???????
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Initials                                                             Initials
                               RENT ADJUSTMENT(S)
                                   Page 2 of 2

(C) 2000 - American Industrial Real Estate Association           FORM RA-3-8/00E
                                    REVISED

<PAGE>

                               [Graphic Omitted]

                               OPTION(S) TO EXTEND
                             STANDARD LEASE ADDENDUM

         Dated May 9, 2003

         By and Between (Lessor) Fairfield West Partners, LLC

                        (Lessee) Solano Bank

         Address of Premises: 1411 Oliver Road, Fairfield, CA 94534


Paragraph 52

A. OPTION(S) TO EXTEND:

Lessor  hereby  grants to Lessee the option to extend the term of this Lease for
Three (3) additional  Sixty (60) month period(s)  commencing when the prior term
expires upon each and all of the following terms and conditions:

         (i) In order to exercise an option to extend,  Lessee must give written
notice of such  election to Lessor and Lessor  must  receive the same at least 3
but not more  than 6  months  prior to the date  that the  option  period  would
commence,  time being of the essence.  If proper notification of the exercise of
an option is not given and/or received,  such option shall automatically expire.
Options (if there are more than one) may only be exercised consecutively.

         (ii) The  provisions  of  paragraph  39,  including  those  relating to
Lessee's  Default set forth in paragraph  39.4 of this Lease,  are conditions of
this Option.

         (iii)  Except for the  provisions  of this Lease  granting an option or
options to extend the term, all of the terms and conditions of this Lease except
where specifically modified by this option shall apply.

         (iv) This  Option is  personal to the  original  Lessee,  and cannot be
assigned or exercised by anyone other than said  original  Lessee and only while
the  original  Lessee is in full  possession  of the  Premises  and  without the
intention of thereafter assigning or subletting.

         (v) The  monthly  rent for each  month of the  option  period  shall be
calculated as follows,  using the method(s) indicated below: (Check Method(s) to
be Used and Fill in Appropriately)

[X] I. Cost of Living Adjustment(s) (COLA)

         a. On (Fill in COLA Dates): ___________________________________________
________________________________________________________________________________
the Base Rent  shall be  adjusted  by the  change,  if any,  from the Base Month
specified  below, in the Consumer Price Index of the Bureau of Labor  Statistics
of the U.S.  Department of Labor for (select one): [_] CPI W (Urban Wage Earners
and  Clerical  Workers) or [X] CPI U (All Urban  Consumers),  for (Fill in Urban
Area): Oakland/San Francisco/San Jose Metropolitan Area ________________________
All Items (1982-1984 = 100), herein referred to as "CPI".

         b. The monthly rent payable in accordance with paragraph A.I.a. of this
Addendum  shall be calculated  as follows:  the Base Rent set forth in paragraph
1.5 of the attached  Lease,  shall be  multiplied by a fraction the numerator of
which  shall be the CPI of the  calendar  month 2 months  prior to the  month(s)
specified in paragraph  A.I.a.  above  during  which the  adjustment  is to take
effect,  and the  denominator  of which shall be the CPI of the  calendar  month
which is 2 months prior to (select one): [X] the first month of the term of this
Lease as set forth in paragraph  1.3 ("Base  Month") or [_] (Fill in Other "Base
Month"): ______________________.  The sum so calculated shall constitute the new
monthly rent hereunder, but in no event, shall any such new monthly rent be less
than the rent payable for the month immediately preceding the rent adjustment.

         c. In the event the compilation  and/or publication of the CPI shall be
transferred to any other governmental department or bureau or agency or shall be
discontinued,  then the index  most  nearly the same as the CPI shall be used to
make  such  calculation.  In the event  that the  Parties  cannot  agree on such
alternative


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                                   Page 1 of 3

(C) 2000 - American Industrial Real Estate Association           FORM OE-3-8/00E

<PAGE>

index,  then  the  matter  shall  be  submitted  for  decision  to the  American
Arbitration  Association in accordance  with the then rules of said  Association
and the decision of the arbitrators shall be binding upon the parties.  The cost
of said Arbitration shall be paid equally by the Parties.

[_] II. Market Rental Value Adjustment(s) (MRV)

         a. On (Fill in MRV Adjustment Date(s)) ________________________________
________________________________________________________________________________
the Base Rent shall be adjusted to the "Market  Rental Value" of the property as
follows:

         1) Four  months  prior to each  Market  Rental  Value  Adjustment  Date
described  above,  the Parties shall attempt to agree upon what the new MRV will
be on the adjustment date. If agreement  cannot be reached,  within thirty days,
then:

                  (a)  Lessor and Lessee  shall  immediately  appoint a mutually
acceptable appraiser or broker to establish the new MRV within the next 30 days.
Any associated costs will be split equally between the Parties, or

                  (b) Both  Lessor and  Lessee  shall  each  immediately  make a
reasonable  determination of the MRV and submit such determination,  in writing,
to arbitration in accordance with the following provisions:

                           (i)  Within 15 days  thereafter,  Lessor  and  Lessee
shall each select an [_] appraiser or [_] broker  ("Consultant"  - check one) of
their choice to act as an arbitrator.  The two  arbitrators  so appointed  shall
immediately  select a third  mutually  acceptable  Consultant  to act as a third
arbitrator.

                           (ii) The 3  arbitrators  shall  within 30 days of the
appointment of the third  arbitrator  reach a decision as to what the actual MRV
for the  Premises  is, and whether  Lessor's or  Lessee's  submitted  MRV is the
closest thereto.  The decision of a majority of the arbitrators shall be binding
on the Parties.  The  submitted MRV which is determined to be the closest to the
actual MRV shall thereafter be used by the Parties.

                           (iii) If either of the  Parties  fails to  appoint an
arbitrator  within the specified 15 days, the arbitrator timely appointed by one
of them shall reach a decision  on his or her own,  and said  decision  shall be
binding on the Parties.

                           (iv) The  entire  cost of such  arbitration  shall be
paid by the party whose  submitted MRV is not selected,  ie. the one that is NOT
the closest to the actual MRV.

         2)  Notwithstanding  the foregoing,  the new MRV shall not be less than
the rent payable for the month immediately preceding the rent adjustment.

b.       Upon the establishment of each New Market Rental Value:

         1)       the new MRV will become the new "Base Rent" for the purpose of
                  calculating any further Adjustments, and

         2)       the first month of each Market  Rental Value term shall become
                  the new  "Base  Month"  for the  purpose  of  calculating  any
                  further Adjustments.

[_] III. Fixed Rental Adjustment(s) (FRA)

The Base Rent shall be increased to the following amounts on the dates set forth
below:

        On (Fill in FRA Adjustment Date(s)):       The New Base Rent shall be:
        __________________________________         $ ___________________________
        __________________________________         $ ___________________________
        __________________________________         $ ___________________________
        __________________________________         $ ___________________________

B. NOTICE:

         Unless specified  otherwise herein,  notice of any rental  adjustments,
other than Fixed Rental Adjustments,  shall be made as specified in paragraph 23
of the Lease.

C. BROKER'S FEE:

         The Brokers shall be paid a Brokerage Fee for each adjustment specified
above in accordance with paragraph 15 of the Lease.

/s/ ???????                                                          /s/ ???????
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                                   Page 2 of 3

(C) 2000 - American Industrial Real Estate Association           FORM OE-3-8/00E

<PAGE>

NOTE:  These forms are often modified to meet changing  requirements  of law and
needs of the  industry.  Always write or call to make sure you are utilizing the
most current form: AMERICAN  INDUSTRIAL REAL ESTATE  ASSOCIATION,  700 S. Flower
Street, Suite 600, Los Angeles, Calif. 90017

/s/ ???????                                                          /s/ ???????
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/s/ ???????
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Initials                                                             Initials

                                   Page 3 of 3

(C) 2000 - American Industrial Real Estate Association           FORM OE-3-8/00E


<PAGE>

                            RULES AND REGULATIONS FOR
                              STANDARD OFFICE LEASE

                               [Graphic Omitted]


Dated: May 9, 2003

By and Between Fairfield West Partners, LLC & Solano Bank


                                  GENERAL RULES

         1.  Lessee  shall not  suffer or permit the  obstruction  of any Common
Areas, including driveways, walkways and stairways.

         2. Lessor  reserves the right to refuse access to any persons Lessor in
good faith judges to be a threat to the safety and reputation of the Project and
its occupants.

         3.  Lessee  shall not make or permit  any noise or odors  that annoy or
interfere with other lessees or persons having business within the Project.

         4. Lessee shall not keep animals or birds within the Project, and shall
not bring  bicycles,  motorcycles or other vehicles into areas not designated as
authorized for same.

         5. Lessee shall not make, suffer or permit litter except in appropriate
receptacles for that purpose.

         6. Lessee shall not alter any lock or install new or  additional  locks
or bolts.

         7. Lessee shall be responsible for the  inappropriate use of any toilet
rooms, plumbing or other utilities.  No foreign substances of any kind are to be
inserted therein.

         8. Lessee shall not deface the walls,  partitions or other  surfaces of
the Premises or Project.

         9. Lessee shall not suffer or permit anything in or around the Premises
or Building that causes excessive  vibration or floor loading in any part of the
Project.

         10. Furniture, significant freight and equipment shall be moved into or
out of the building only with the Lessor's knowledge and consent, and subject to
such  reasonable  limitations,  techniques  and timing,  as may be designated by
Lessor.  Lessee  shall be  responsible  for any  damage to the  Office  Building
Project arising from any such activity.

         11. Lessee shall not employ any service or  contractor  for services or
work to be performed in the Building, except as approved by Lessor.

         12.  Lessor  reserves  the  right to close  and  lock the  Building  on
Saturdays, Sundays and Building Holidays, and on other days between the hours of
6:00 P.M. and 7:00 A.M. of the following day. If Lessee uses the Premises during
such periods,  Lessee shall be responsible for securely locking any doors it may
have opened for entry.

         13. Lessee shall return all keys at the  termination of its tenancy and
shall be responsible for the cost of replacing any keys that are lost.

         14. No window  coverings,  shades or awnings shall be installed or used
by Lessee.

         15.  No  Lessee,  employee  or  invitee  shall  go upon the roof of the
Building.

         16.  Lessee  shall not suffer or permit  smoking or carrying of lighted
cigars or cigarettes in areas  reasonably  designated by Lessor or by applicable
governmental agencies as non-smoking areas.

         17.  Lessee  shall not use any method of  heating  or air  conditioning
other than as provided by Lessor.

         18. Lessee shall not install,  maintain or operate any vending machines
upon the Premises without Lessor's written consent.

         19.  The  Premises  shall  not be used for  lodging  or  manufacturing,
cooking or food preparation.

         20. Lessee shall comply with all safety, fire protection and evacuation
regulations established by Lessor or any applicable governmental agency.

         21.  Lessor  reserves  the  right  to waive  any one of these  rules or
regulations,  and/or as to any particular  Lessee, and any such waiver shall not
constitute  a  waiver  of  any  other  rule  or  regulation  or  any  subsequent
application thereof to such Lessee.

         22. Lessee assumes all risks from theft or vandalism and agrees to keep
its Premises locked as may be required.

         23. Lessor reserves the right to make such other  reasonable  rules and
regulations  as it may from  time to time  deem  necessary  for the  appropriate
operation and safety of the Project and its occupants. Lessee agrees to abide by
these and such rules and regulations.


                                  PARKING RULES

         1.  Parking  areas shall be used only for parking by vehicles no longer
than full size,  passenger  automobiles herein called "Permitted Size Vehicles."
Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized
Vehicles."

         2. Lessee shall not permit or allow any vehicles  that belong to or are
controlled by Lessee or Lessee's employees,  suppliers,  shippers, customers, or
invitees to be loaded,  unloaded, or parked in areas other than those designated
by Lessor for such activities.

         3. Parking stickers or identification  devices shall be the property of
Lessor and be returned to Lessor by the holder  thereof upon  termination of the
holder's  parking  privileges.  Lessee  will pay such  replacement  charge as is
reasonably established by Lessor for the loss of such devices.

         4.   Lessor   reserves   the  right  to  refuse  the  sale  of  monthly
identification  devices to any person or entity that willfully refuses to comply
with the applicable rules, regulations, laws and/or agreements.

         5.  Lessor  reserves  the right to  relocate  all or a part of  parking
spaces  from floor to floor,  within one floor,  and/or to  reasonably  adjacent
offsite  location(s),  and to  reasonably  allocate  them  between  compact  and
standard  size  spaces,  as long as the  same  complies  with  applicable  laws,
ordinances and regulations.

         6. Users of the parking  area will obey all posted  signs and park only
in the areas designated for vehicle parking.

         7. Unless otherwise instructed,  every person using the parking area is
required to park and lock his own vehicle.  Lessor will not be  responsible  for
any damage to  vehicles,  injury to persons  or loss of  property,  all of which
risks are assumed by the party using the parking area.

         8. Validation, if established,  will be permissible only by such method
or methods as Lessor  and/or  its  licensee  may  establish  at rates  generally
applicable to visitor parking.

         9. The  maintenance,  washing,  waxing or  cleaning  of vehicles in the
parking structure or Common Areas is prohibited.

         10. Lessee shall be  responsible  for seeing that all of its employees,
agents and invitees comply with the applicable parking rules, regulations,  laws
and agreements.

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                                   Page 1 of 2

(C) 1999 - American Industrial Real Estate Association          FORM OFG-1-9/99E

<PAGE>

         11.  Lessor  reserves the right to modify these rules and/or adopt such
other  reasonable and  non-discriminatory  rules and  regulations as it may deem
necessary for the proper operation of the parking area.

         12.  Such  parking use as is herein  provided  is intended  merely as a
license only and no bailment is intended or shall be created hereby.



/s/ ???????                                                          /s/ ???????
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                                   Page 2 of 2

(C) 1999 - American Industrial Real Estate Association          FORM OFG-1-9/99E


<PAGE>

             ADDENDUM TO STANDARD MULTI-TENANT OFFICE LEASE - GROSS
                    (1411 Oliver Road, Fairfield, California)

         This  Addendum  (the  "Addendum")  is attached to and made part of that
certain Standard  Multi-Tenant Office Lease - Gross (the "Lease") by and between
Solano Bank  ("Lessee") and Fairfield West Partners,  LLC, a California  limited
liability company ("Lessor") regarding the lease of certain office space located
at 1411 Oliver Road, Fairfield, California as more particularly described in the
Lease.  To the  extent  the terms of this  Addendum  are  inconsistent  with any
provision  of the  Lease,  the  terms of this  Addendum  shall  control.  Unless
otherwise defined in this Addendum,  all capitalized terms used in this Addendum
shall have the same meaning as such capitalized terms have in the Lease.

         1. Relationship with Ground Lease. The parties hereto  acknowledge that
the Lease is in fact a  sublease.  Donald E.  Haslett  and Alma D.  Haslett,  as
Trustees of The Haslett  Family Trust under  Declaration  of Trust dated January
22, 1997  (collectively,  "Owner"),  and Lessor entered into that certain Ground
Lease dated as of November 1, 2002 (the "Ground  Lease")  whereby  Lessor leased
the real property where the Project shall be located from Owner.

         2. Owner's Consent!  Recognition Agreement.  By executing this Addendum
where  indicated  below,  Owner hereby  consents to the Lease between Lessor and
Lessee of which this Addendum is a part, and agrees for the benefit of Lessee to
the following terms and conditions:

    a.  Owner hereby  represents  and warrants to Lessee (i) the Ground Lease is
        the  entire  agreement  between  Owner  and  Lessor  with  regard to the
        Project/Premises,  (ii) the Ground  Lease is in full  force and  effect,
        (iii) there are no defaults or  outstanding  uncured  notices of default
        under the terms of the Ground Lease, and (iv) a true and correct copy of
        the Ground Lease is attached hereto as Exhibit A to this Addendum.

    b.  If the  Ground  Lease is  terminated  for any reason  whatsoever,  Owner
        hereby agrees to recognize the Lease as a direct lease agreement between
        Owner and Lessee which shall govern all terms and conditions of Lessee's
        occupancy of the Premises  (including without limitation Lessee's rights
        to any  options  to extend  the term of the  Lease  and any  exclusivity
        rights)  and Owner  shall  assume all  obligations  of Lessor  under the
        Lease.  If Owner  assumes the  obligations  of Lessor under the Lease as
        described in the previous sentence,  Owner shall credit against Lessee's
        rent  obligation  any amount of rent  actually  paid by Lessee to Lessor
        pursuant to the terms of the Lease.

    c.  Owner hereby agrees to recognize  Lessee's right under Section 52 of the
        Lease to extend the term of the Lease for three (3)  additional  periods
        of sixty (60) months each.  In the event Lessee  exercises the extension
        rights and the Ground Lease  terminates prior to the fully extended term
        of the Lease, Owner shall recognize


                                       1
<PAGE>

        the Lease as a direct  lease  agreement  between  Owner and Lessee which
        shall  govern all terms and  conditions  of  Lessee's  occupancy  of the
        Premises  and Owner shall  assume all  obligations  of Lessor  under the
        Lease.

         3. Lessor  Representations.  Lessor hereby  represents  and warrants to
Lessee that:  (i) the Ground  Lease is the entire  agreement  between  Owner and
Lessor with  regard to the  Project/Premises,  (ii) the Ground  Lease is in full
force and effect,  (iii) there are no defaults or outstanding uncured notices of
default under the terms of the Ground Lease, and (iv) a true and correct copy of
the Ground Lease is attached hereto as Exhibit A to this Addendum.

         4.  Lessor  Covenants.  Lessor  agrees to comply  with or  perform  all
obligations of tenant under the Ground Lease.  Lessor shall  indemnify,  defend,
and hold  harmless  Lessee from and against any and all claims  arising from any
breach or default in the  performance  of any  obligation on Lessor's part to be
performed  under the Ground  Lease.  Lessor shall not modify the Ground Lease in
any way that would adversely affect the Lessee without obtaining  Lessee's prior
written consent.

         5. Owner's  Approval of Alterations  To  Construction  of Premises.  As
required  by  Section 16 of the  Ground  Lease,  Owner  hereby  consents  to the
construction  of the Premises and approves of the plans and  specifications  for
the Premises which are attached hereto as Exhibit B to this Addendum.

         6.  Option(s)  to Extend  Term.  Section  52(A) is hereby  modified  to
provide that Lessee shall have three (3) options to extend the term of the Lease
for sixty (60) months  each.  The term of the Ground  Lease is for fifteen  (15)
years with one  option to extend the term  thereof  for an  additional  ten (10)
years. In the event Lessee  exercises its third option to extend the term of the
Lease beyond fifteen years,  the Lessor shall be obligated to exercise its right
under the Ground  Lease to extend the term  thereof for an  additional  ten (10)
years.  Section  52(A)(iv)  is modified by (i)  inserting  the  following at the
beginning  thereof,  "Except as provided  below," and (ii) adding the  following
sentence at the end thereof,  "Notwithstanding  the foregoing,  in the event the
Lease is assigned  or sublet to a Permitted  Assignee  such  Permitted  Assignee
shall be  permitted  to  exercise  any  Option(s)  granted  hereunder".  Section
52(A)(I)(a) is hereby  modified to provide that the COLA dates shall be "July 1,
2013 and each July 1st of all remaining years of the term of the Lease as may be
extended pursuant to this Section 52." Section 52(A)(I)(b) is hereby modified to
provide  that in no event shall the  adjustment  of Base Rent for any lease year
exceed three percent (3%) over the prior lease year.

On any Third Year  Adjustment  Date (as defined in Section 51  (A)(I)(b)  of the
Lease)  during  the Lease  Term,  as may be  extended,  the Base  Rent  shall be
calculated  pursuant  to  Section  52(A)(I)(b)  and the three  percent  (3%) cap
referenced in the preceding sentence shall not apply. However, any increase on a
Third  Year  Adjustment  Date  shall be  limited so that the Base Rent shall not
increase  for any  three  year  period by more  than  nine  percent  (9%) in the
aggregate.


                                       2
<PAGE>

         7. Parking.  Section  1.2(b) is hereby revised to read in its entirety,
"Lessor shall provide 4 parking  spaces in front of the Building  which shall be
marked that they are for 20 minute parking."

         8. Signage.  Lessee shall have the right to install personal signage on
the  exterior of the Building  (provided  that such  signage  complies  with all
Applicable Requirements).  The Lessor shall have the right to reasonably approve
the size,  location and style of such exterior  signage.  Lessee shall also have
the right to place  signage on the floor of the Building  where the Premises are
located  and on any lobby  directory  for the  Building.  Lessor's  approval  of
signage shall not be unreasonably withheld, conditioned or delayed.

         9. Early Possession. Section 3.2 of the Lease is hereby amended to read
in its  entirety  as  follows,  "If Lessee  totally or  partially  occupies  the
Premises prior to the Commencement Date,  Lessee's  obligation to pay Base Rent,
Lessee's  Share of Operating  Expense  Increase and Real Property Taxes shall be
abated for the period of such early  possession.  All other  terms of this Lease
shall, however, be in effect during such period. Any such early possession shall
not affect the Expiration Date."

         10.  Adjustments  Due to Change  in Square  Footage  of  Premises.  The
parties originally contemplated the Premises would be approximately 3,000 square
feet at a rental rate of $2.50 per square foot. The parties acknowledge that the
actual square  footage of the Premises  shall be  approximately  3,078  rentable
square feet.  Due to the change in square  footage of the Premises the following
amendments  to the lease are  required:  (i) Section 12(a) is revised to provide
that the square  footage of the Premises is 3,078 square feet,  (ii) Section 1.5
is revised to provide that the Base Rent is $7,695 per month,  (iii) Section 1.6
is revised to provide that  Lessee's  Share of Operating  Expenses  Increases is
7.97%, (iv) Section 1.7(a) is revised to change the Base Rent referenced therein
to $7,695,  (v) Section  1.7(b) is revised to provide that the Security  Deposit
shall be $7,695.

         11. Exclusivity.  Lessor shall not during the term of the Lease, or any
extension thereof,  permit any other space on the Property (as defined below) to
be used for the  operation of a  retail/commercial  bank,  savings and loan,  or
credit union  (collectively,  "Exclusive  Uses").  Financial  advisory services,
including without  limitation,  accountant and stock brokerage  services are not
deemed to be Exclusive Uses for purposes of this Lease.  Lessor warrants that no
existing lease for space on the Property conflicts with the Exclusive Uses, that
all future  leases,  renewals  thereof  and  renewals  of  existing  leases will
prohibit such uses,  and that Lessor will take all necessary  action to stop any
offending use. For purposes of this paragraph the term "Property" shall mean the
real  property upon which the Premises are located which real property is common
known as 1411 Oliver Road,  Fairfield,  California (APN No.s 0150-110-040 and 01
50-1 10-050).

         12.  Approval  Contingency.  The obligations of Lessee under this Lease
are expressly  contingent upon Lessee obtaining such approvals,  authorizations,
licenses,


                                       3
<PAGE>

consents and exemptions  (collectively,  "Permits") as are required to be issued
by all governmental  authorities in order for Lessee to operate a branch banking
facility  at the  Premises.  Lessee  shall use its best  efforts to obtain  such
Permits. In the event that despite the exercise of such efforts Lessee is unable
to obtain the Permits within thirty (30) days after the date this Lease is fully
executed by Lessor and Lessee, then Lessee may either (a) elect to terminate the
Lease,  whereupon this Lease shall terminate and neither Lessee nor Lessor shall
have any  further  obligations  or  liabilities  to the other,  or (b) waive the
contingency set forth in this Section.  Lessee's  failure to give written notice
to Lessor of Lessee's  election to terminate the Lease  pursuant to this Section
within such thirty (30) day period  shall be deemed a waiver of the  contingency
set forth in this Section.

         13.  Use.  The agreed use  provided  in Section 1.8 shall be revised to
read,  "Financial  Services,  including without  limitation,  the operation of a
retail/commercial  bank." Section 6.1 of the Lease is hereby  modified to insert
the word "condition" in the third sentence of the section after the phrase, "not
unreasonably withhold".

         14. Common Areas -- Changes.  Lessor's ability to change the nature and
extent of the Common Areas under Section 2.10 of the Lease is hereby  limited so
that such  changes  shall  not (i)  materially  and  adversely  affect  Lessee's
continued  ability to operate its business from the Premises in accordance  with
all rights under the Lease (except for temporary disruption to Lessee's business
caused by construction  activity), or (ii) create an obstruction of access to or
from the Premises or view to or from the Premises.

           5. Operating  Expense  Increase.  Lessee is obligated to pay Lessee's
Share of the Operating Expense Increase as provided in Section 4.2 of the Lease.
Notwithstanding  the foregoing,  the parties agree that with respect to Lessee's
obligations,  the Operating Expense Increase for any given year shall not exceed
an amount equal to the Operating  Expense Increase for the prior Comparison Year
as increased  by six percent  (6%).  The cap on  increases of Operating  Expense
Increases between Comparison Years provided in this paragraph shall not apply to
the extent that any increases in Operation Expense Increase are due to increases
in Real  Property  Taxes or the cost of  insurance  premises  for the  insurance
policies maintained by Lessor pursuant to Section 8.

         16. Operating  Expense  Exclusions.  Operating  Expenses (as defined in
Section 4.2(c)) shall not include the following:

         (i)  Interest,  principal,   depreciation,   attorney  fees,  costs  of
environmental  investigations or reports,  points,  fees, and other lender costs
and closing costs on any mortgage or mortgages,  ground lease payments, or other
debt instrument  encumbering the Building or the Project  (including the land on
which the Building is situated);

         (ii) Marketing costs, including leasing commissions, attorney's fees in
connection with the negotiation and preparation of letters,  deal memos, letters
of intent, leases, subleases and/or assignments,  space planning costs and other
costs and expenses incurred in connection with lease, sublease and/or assignment
negotiations  and  transactions  with


                                       4
<PAGE>

present or prospective  tenants and other occupants of the Building;

         (iii) Real estate broker's leasing commissions;

         (iv) Costs,  including  permit,  license,  construction  and inspection
costs incurred with respect to the  installation of other tenant's or occupant's
improvements  made for tenants or other  occupants in the Building or Project or
incurred  in  renovating  or  otherwise  improving,   decorating,   painting  or
redecorating vacant space for tenants, prospective tenants or other occupants in
the Building or Project;

         (v) Costs of any items  (including,  but not limited to, costs incurred
by  Lessor  for the  repair  of damage to the  Building)  to the  extent  Lessor
receives reimbursement from insurance proceeds or from a third party;

         (vi) Expenses in connection  with services or other  benefits which are
not offered to Lessee or for which  Lessee is charged for directly but which are
provided  to another  tenant or  occupant  of the  Building  or Project  without
charge;

         (vii) Costs,  including  attorney's fees and costs,  incurred by Lessor
relating  to  disputes  with  ground  lessors,   lenders,  brokers,  tenants  or
prospective tenants;

         (viii) Lessor's genera] corporate overhead,  general and administrative
expenses and costs of operation  of the  business of Lessor as  contrasted  with
operation of the Project,  including within this exclusion, costs related to the
sale  financing,  or  refinancing of the Project or any part thereof or interest
therein;

         (ix) Advertising or promotional expenditures;

         (x)  Costs  arising  from  defects  in the  shell  of the  Building  or
improvements installed by Lessor;

         (xi) Cost for  acquisition of sculpture,  paintings or other objects of
art which would  result in the Lessee  being  charged in an amount  greater than
$2,000;

         (xii) Costs,  fees,  and  compensation  paid to Lessor,  or to Lessor's
subsidiaries or affiliates, for services in or to the Building or Project to the
extent  that they  exceed the charges  for  comparable  services  rendered by an
unaffiliated  third  party  of  comparable  skill,   competence,   stature,  and
reputation;

         (xiii) Cost  incurred in  connection  with  upgrading  the  Building or
Project to comply with  Applicable  Requirements  in effect with  respect to the
Project prior to the date of this Lease;

         (xiv) Wages,  salaries,  and other  compensation  paid to any executive
employee  of Lessor or  Lessor's  property  manager  above the grade of building
manager for the


                                       5
<PAGE>

Building or Project or paid to any off-site personnel;

         (xv) Charitable or political contributions made by Lessor; and

         (xvi) Entertainment, dining, or travel expenses for any purpose.

         17. Audit Rights.  Lessor shall keep at its  principal  office full and
accurate  books  of  account,  records,   receipts,  and  other  pertinent  data
reflecting  the Operating  Expenses (the  "Business  Records").  For a period of
three (3)  months  after  receipt of each  annual  statement  showing  Operating
Expenses (the "Expenses Statement"),  Lessee shall be entitled, upon thirty (30)
days  prior  written  notice and  during  normal  business  hours,  at  Lessor's
principal office or such other place as Lessor shall  designate,  to inspect and
examine  those  Business  Records of Lessor  relating  to the  determination  of
Operating  Expenses for the immediately  preceding Lease Year. Failure of Lessee
to request such inspection  within such three (3) month period shall render such
Expenses  Statement  conclusive and binding on Lessee.  If, after inspection and
examination  of such  Business  Records,  Lessee  disputes  the  amounts  of the
Operating  Expenses charged by Lessor,  Lessee may, by written notice to Lessor,
request an independent audit of such Business Records.  The independent audit of
the Business Records shall be conducted by a certified public accountant ("CPA")
acceptable to both Lessor and Lessee. If, within thirty (30) days after Lessor's
receipt of Lessee's notice requesting an audit,  Lessor and Lessee are unable to
agree on the CPA to conduct such audit,  then Lessor may  designate a nationally
recognized accounting firm not then employed by Lessor or Lessee to conduct such
audit.  The  audit  shall be  limited  to the  determination  of the  amount  of
Operating  Expenses for the subject Lease Year. If the audit  discloses that the
amount of Operating  Expenses  billed to Lessee was incorrect,  the  appropriate
party shall pay to the other party the deficiency or overpayment,  as applicable
within thirty (30) days of  conclusion  of the audit.  All costs and expenses of
the audit shall be paid by Lessee unless the audit shows that Lessor  overstated
Operating Expenses for the subject Lease Year by more than five percent (5%), in
which case Lessor shall pay all costs and expenses of the audit.  Lessee and the
CPA shall keep any information gained from such audit confidential and shall not
disclose  it to any other  party.  The  exercise  by Lessee of the audit  rights
hereunder  shall not relieve Lessee of its obligation to timely pay all sums due
hereunder, including, without limitation, the disputed Operating Expenses.

         18.  Security  Deposit.  Section 5 of the Lease  shall be  modified  by
deleting the fourth sentence thereof in their entirety.

         19.  Section  6.2.  Section  6.2 of the  Lease is  hereby  modified  as
follows:  (i) the  phrase ", or any  third  party"  is  deleted  from the end of
Section  62(c),  (ii) the phrase "or any third  party" is deleted from the third
line down in Section  6.2(d),  (iii) the word  "gross" is deleted from the third
line down in Section  6.2(e),  (iv) Section  6.2(f) is modified by inserting the
phrase,  "or which are caused by the gross  negligence or willful  misconduct of
Lessor, its agents or employees" after the phrase "prior to Lessee's  occupancy"
in the second line down thereof and (v) the following language should be


                                       6
<PAGE>

added to the end of Section 6.2(g),  "In the event of any  investigation  of the
Premises due to the occurrence of a Hazardous Substance Condition,  Lessor shall
promptly  provide  Lessee  with a copy  of any  and  all  reports  generated  in
connection  with  such  investigation  or  remediation  of same  ("Environmental
Reports"). If Lessor elects to give Lessee a termination notice pursuant to this
Section, a copy of all Environmental Reports must be provided to Lessee with the
termination notice."

         20. Section 6.3. The first sentence of Section 6.3 is hereby amended to
delete the following  language,  "and the  recommendations of Lessor's engineers
and/or consultants which relate in any manner to the Premises".

         21. Section 6.4. The first sentence of Section 6.4 is hereby deleted in
its entirety and replaced  with the  following in lieu  thereof,  "Lessee  shall
permit Lessor and/or Lessor's  authorized  representatives to enter the Premises
at any time in the case of emergency,  and otherwise at reasonable times for the
purpose of inspecting the condition of the Premises and for verifying compliance
by Lessee  with this  Lease  during  usual  business  hours and upon  reasonable
advance notice provided that an officer of the Lessee will be present during any
such entry. Any entry onto the Premises conducted pursuant to this Section shall
be  conducted  in a  manner  which  will  not  unreasonably  interfere  with the
operation of the Lessee's business.  In the event of any entry onto the Premises
in the case of an emergency, Lessor's representative shall be permitted to enter
the Premises for the limited purpose of admitting fire,  police, or other public
safety offices onto the Premises. Lessor's representatives shall be permitted to
remain  on the  Premises  in the  event  of an  emergency  while  public  safety
officials are on the Premises."

         22.  Section  7.4(b).  Section  7.4(b) of the Lease is  deleted  in its
entirety and replaced  with the following  language in lieu  thereof,  "Upon the
expiration  or  termination  of this Lease,  Lessee shall have no  obligation to
remove any of the interior  improvements  to the Premises,  including all Lessee
Owned  Alterations  or Utility  Installations,  provided,  however,  that Lessee
shall,  at Lessee's sole cost and expense remove its Trade  Fixtures  (including
safes,  vaults,  and automated teller machines) and repair the damage occasioned
by such removal."

         23. Section  7.4(c).  Section 7.4(c) of the Lease is hereby modified by
deleting the  phrase,",  or any third party" from the third to last  sentence of
the section.

         24.  Section  8.3(a).  Section  8.3(a) is hereby  amended to delete the
phrase "unless required by a Lender" from the fourth sentence thereof.

         25.  Section 8.8.  Section 8.8 is hereby  modified to add the following
language at the  beginning  thereof,  "Except for Lessor's  gross  negligence or
willful misconduct,".

         26. Section 9.3. The first sentence of Section 9.3 is hereby revised to
read as follows,  "If a  Premise's  Partial  Damage that is not an Insured  Loss
occurs as the result of a grossly  negligent  or willful  act of Lessor,  Lessor
shall be  required  to repair  such  damage as soon as  reasonably  possible  at
Lessor's  expense,  in which event this Lease


                                       7
<PAGE>

shall continue in Full force and effect.  If a Premise's  Partial Damage that is
not an Insured Loss occurs as a result of Lessee's  negligence,  willful acts or
omissions,  Lessee  shall make the  repairs at  Lessee's  expense.  In all other
circumstances, if a Premise's Partial Damage that is not an Insured Loss occurs,
Lessor may  either (i) repair  such  damage as soon as  reasonably  possible  at
Lessor's  expense,  in which event this Lease  shall  continue in full force and
effect,  or (ii)  terminate this Lease by giving written notice to Lessee within
30 days after receipt by Lessor of knowledge of the occurrence of such damage."

         27. Section 9.4.  Section 9.4 is hereby amended by adding the following
language to the end thereof,  "In the event the damage or destruction was caused
by the gross negligence or willful  misconduct of Lessor,  Lessee shall have the
right to recover  Lessee's  damages from  Lessor,  except as provided in Section
8.6."

         28.  Section 9.5.  Section 9.5 is hereby amended to provide that in the
event Lessee exercises its option to extend the lease term, Lessee shall have no
obligation  to provide  Lessor  with any  shortage  in  insurance  proceeds  (or
adequate assurance thereof) under any circumstances.

         29. Section  9.6(b).  Section 9.6(b) is hereby amended by modifying the
last  sentence  thereof  to read in its  entirety,  ""Commence"  shall  mean the
beginning of the actual work on the Premises.".

         30.  Section  12.1(a)Section  12.1(a) of the Lease is hereby deleted in
its  entirely  and  replaced  with the  following  in lieu  thereof,  "Except as
otherwise  provided herein,  Lessee shall not voluntarily or by operation of law
assign, transfer, mortgage or encumber (collectively, "assign or assignment") or
sublet all or any part of  Lessee's  interest  in this Lease or in the  Premises
without Lessor's prior written consent,  which consent shall not be unreasonably
withheld,  conditioned or delayed.  Lessee may assign or sublet its rights under
this Lease without  Lessor's  written  consent (i) to any financial  institution
regulated by state and/or federal agencies, or (ii) to a parent or subsidiary of
Lessee (collectively, "Permitted Assignees") provided the Permitted Assignee has
a Net Worth equal or greater than the Net Worth of Lessee."

         31. Section  12.1(b).  Section  12.1(b) is hereby amended to provide in
its entirety as follows,  "A change in control of Lessee shall not constitute an
assignment requiring Lessor's consent."

         32. Section  12.1(c).  Section 1 2. 1(c) shall is hereby revised to add
the following at the end of the last sentence  thereof,  "and reported by Lessee
on its  periodic  regulatory  call  report or other  public  filing of  Lessee's
Financing  Statements  (as defined  below)."  Additionally,  Section  12.1(c) is
hereby revised by deleting the phrase, "as it was represented" in the third line
down.

         33.  Section  12.1(d).  Section  12.1(d) is hereby  revised so that the
first sentence  thereof  begins,  "An assignment or subletting,  other than to a
Permitted Assignee,


                                       8
<PAGE>

without consent shall ...".

         34. Section  12.2(g).  Section 12.2(g) is hereby modified to provide in
its  entirety as follows,  "Except as provided  below,  Lessor's  consent to any
assignment  or  subletting  shall not transfer to the assignee or sublessee  any
Option  granted to the  original  Lessee by this Lease  unless such  transfer is
specifically  consented to by Lessor in writing.  Notwithstanding the foregoing,
in the event of an  assignment or  subletting  to a Permitted  Transferee,  such
Permitted  Transferee  shall have the right to  exercise  any and all  Option(s)
granted to the original Lessee by this Lease."

         35. Section  13.1(c).  Section  13.1(c) is hereby revised to change the
reference  in the last line thereof from "10 days  following  written  notice to
Lessee" to "15 days following written notice to Lessee."

         36. Section  13.6(b).  Section  13.6(b) is hereby amended to revise the
reference to "one month's Base Rent" in the second to last line down to "two (2)
month's Base Rent".

         37.  Section  16(c).  Section  16(c) is hereby  amended  to read in its
entirety  as follows,  "If Lessor  desires to  finance,  refinance,  or sell the
Premises,  or any part thereof,  Lessee shall deliver to any potential lender or
purchaser  designated by Lessor such publicly available financial  statements as
contained in annual and quarterly reports filed by Lessee or its parent with the
Securities  and  Exchange  Commission  (the  "Financial  Statements")  as may be
reasonably  required by such lender or  purchaser,  including but not limited to
Lessee's  Financial  Statements  for  the  past  3  years.  All  such  Financial
Statements  shall  be  received  by  Lessor  and such  lender  or  purchaser  in
confidence and shall be used only for the purposes herein set forth."

         38. Section 26. Section 26 is hereby amended to modify the reference to
"150%" therein to "125%".

         39.  Section  31.  Section  31 is hereby  amended  to modify the phrase
"Lessor shall be entitled to" in the last sentence to "either party hereto shall
be entitled to".

         40.  Section 32 The first  sentence of Section 32 is hereby  deleted in
its entirety and replaced with the following  language in lieu thereof,  "Lessor
and Lessor's  agents shall have the right to enter the Premises at any time,  in
the case of an  emergency,  and  otherwise at  reasonable  time upon  reasonable
advance notice provided that an officer of the Lessee will be present during any
such  entry for the  purpose  of  showing  the same to  prospective  purchasers,
lenders,  or tenants,  and making such  alternations,  repairs,  improvements or
additions to the Premises as Lessor may deem  necessary  provided  that the same
shall be done in a manner that does not unreasonably  interfere with the conduct
of  Lessee's  business  on the  Premises.  in the  event of any  entry  onto the
Premises in the case of an emergency, Lessor's representative shall be permitted
to enter the Premises  for the limited  purpose of admitting  fire,  police,  or
other public safety officials onto the Premises.  Lessor's representatives shall
be permitted to remain on the Premises in the event of an emergency while public
safety officials are on the Premises."


                                       9
<PAGE>

         41.  Section 36. Section 36 of the Lease is hereby amended by inserting
the word  "conditioned,"  after the word "withheld" in the first sentence of the
Section.

         42. Section 39.2. Section 39.2 is hereby deleted in its entirety.

         43. Section 41(b). Section 41(b) is hereby deleted in its entirety.

         44.  Section 46.  Section 46 is hereby  modified by deleting the second
sentence thereof in its entirety.

         45.  General  Rules.  General  Rule  number 6 is hereby  deleted in its
entirety.  In no event  shall  the  rules  and  regulations  of  Lessor,  or any
modifications or amendments thereto, be inconsistent with the provisions of this
Lease.  In the event of  conflict  between  such rules and  regulations  and the
provisions of this Lease, the provisions of this Lease shall prevail.

         46.  Delivery of Premises and Substantial  Completion.  Pursuant to the
terms of the Lease,  Lessor is required to deliver possession of the Premises to
the Lessee in  Substantially  Completed  Condition on or before the Commencement
Date.  The Premises shall be deemed to be  Substantially  Completed when (i) the
shell of the  Building/Premises  has been completed in accordance with the plans
and specifications attached hereto as Exhibit B-1 and a certificate of occupancy
has been issued for the Building.  The definition of  "Substantially  Completed"
shall also define the terms "Substantial  Completion",  "Substantially Complete"
and "Substantially  Completed Condition".  Following Substantial  Completion and
before Lessee takes possession of the Premises,  Lessor and Lessee shall inspect
the  Premises  and  jointly  prepare  a list of  agreed  items  of  construction
remaining  to be  completed.  Lessor  shall  complete the items set forth in the
punch list as soon as reasonably possible.

         47. Construction of Tenant Improvements;  Payment of Tenant Improvement
Allowance.  Lessor shall permit Lessee, or its representative or contractor,  to
take Early  Possession  of the Premises as soon as possible in order to expedite
the  construction  of Lessee's  improvements  to the  Premises.  During any such
"Early Possession" of the Premises,  neither Lessee nor Lessee's representatives
or contractor  shall  interfere with or delay the completion of the shell of the
Building/Premises  by  Lessor.   Lessee  shall  be  fully  responsible  for  the
construction of Lessee's improvements to the Premises. Lessor hereby approves of
the plans and specifications of Lessee's  improvements to the Premises set forth
on Exhibit B-2 attached hereto (the "Lessee Improvements"). Lessee shall utilize
a contractor of its choice,  subject to Lessor's  prior written  consent  (which
shall  not  be  unreasonably   withheld,   conditioned  or  delayed),   for  the
construction of the Lessee  Improvements.  The contractor Lessee selects for the
construction  of  the  Lessee  Improvements  ("Lessee's  Contractor")  shall  be
considered Lessee's agent within the provisions of Section 8.7 of the Lease, and
Lessee shall  indemnify  Lessor for any and all damages  incurred by Lessor as a
result of any actions and/or inactions of Lessee's  Contractor.  Within ten (10)
days following the completion of the Lessee Improvements,


                                       10
<PAGE>

Lessor  shall  reimburse  Lessee for all costs and expenses  Lessee  incurred in
association  with  the  design  and  construction  of the  Lessee  Improvements.
Lessor's reimbursement  obligation for the Lessee Improvements shall in no event
exceed Ninety-One Thousand Nine Hundred Fifty Dollars ($91,950.00).

         48. Traffic  Mitigation Fee  Representation.  In  consideration  of the
Lessee entering into the Lease,  Lessor hereby represents and warrants to Lessee
that, to Lessor's best knowledge,  no traffic mitigation fees will be imposed by
any governmental agency upon the Project or Premises in connection with Lessee's
particular use of the Premises, or otherwise.

         49.  Rent  Adjustment(s).  Section  51(A)(I)(a)  is hereby  modified to
provide that the COLA Dates shall be, "June 1, 2004, June 1, 2005, June 1, 2006,
June 1, 2007, June 1,2008,  June 1,2009, June 1, 2010, June 1, 2011, and June 1,
2012."  Section 51 (A)(l)(b) is hereby  modified to add the following  after the
first sentence  thereof,  "On the third anniversary of the Commencement Date and
every third year thereafter  (collectively,  a "Third Year Adjustment Date") for
the  remainder  of the Lease Term,  as may be  extended,  the Base Rent shall be
calculated pursuant to Section 51 (A)(I)(c) below and the three percent (3%) cap
referenced in the preceding sentence shall not apply. However, any increase on a
Third  Year  Adjustment  Date  shall be  limited so that the Base Rent shall not
increase  for any  three  year  period by more  than  nine  percent  (9%) in the
aggregate."

         IN WITNESS  WHEREOF,  the parties have executed this Addendum as of the
dates indicated below.


LESSOR:

Fairfield West Partners, LLC,
a California limited liability company


By:      /s/ Steve Spencer
   -----------------------------------
       Name:      Steve Spencer                      Ronald  [ILLEGIBLE]
                  ---------------------------------  Ronald  [ILLEGIBLE]
       Title:     [ILLEGIBLE]                        Managing Member
                  ---------------------------------  6/17/03
       Date:      6/17/03
                  ---------------------------------
LESSEE:

Solano Bank,
a California corporation

By:      /s/ John Nerland
   -----------------------------------
       Name:      John Nerland
                  ---------------------------------
       Title:     President and CEO
                  ---------------------------------
       Date:      6/10/03
                  ---------------------------------


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<PAGE>

                                CONSENT OF OWNER

          Without waiving its rights under the above referenced  Ground Lease to
approve  further  assignments or subletting,  the  undersigned,  collectively as
lessor under the Ground Lease,  hereby consents to the above Lease and agrees to
be bound by the terms and  conditions of Sections 2 and 5 of this  Addendum,  to
the extent applicable to the undersigned.




OWNER:

The Haslett Family Trust
under Declaration of Trust dated January 22, 1997


By:
    --------------------------------
     Donald E. Haslett, Trustee


By:
    --------------------------------
     Alma D. Haslett, Trustee


                                       12
<PAGE>

                                    EXHIBIT A



                                  GROUND LEASE



                                       13
<PAGE>

                                   EXHIBIT B-1



                  PLANS AND SPECIFICATION FOR BUILDING/PREMISES



                                       14