Exhibit 10.4

                                    SHOPPING CENTER LEASE

CB  Richard Ellis
BROKERAGE AND MANAGEMENT LICENSED REAL ESTATE BROKER



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            TABLE OF CONTENTS
                                                                                                              PAGE

          <S>                <C>                                                                              <C>
           Article 1      LEASE OF PREMISES.................................................................    1
           Article 2     LEASE REVIEW OBLIGATIONS OF LANDLORD AND TENANT....................................    1
           Article 3     DEFINITIONS........................................................................    1
           Article 4     EXHIBITS AND ADDENDA...............................................................    2
           Article 5     SHOPPING CENTER PLAN...............................................................    3
           Article 6     OTHER TENANCIES....................................................................    3
           Article 7     DELIVERY OF POSSESSION.............................................................    3
           Article 8     TENANT'S WORK......................................................................    3
           Article 9     RENT...............................................................................    3
           Article 10    NET SALES..........................................................................    4
           Article 11    POSSESSION AND USE.................................................................    5
           Article 12    UTILITIES SERVICES.................................................................    5
           Article 13    INDEMNITY BY TENANT................................................................    6
           Article 14    INSURANCE - WAVER OF SUBROGATION...................................................    6
           Article 15    TITLE OF LANDLORD..................................................................    7
           Article 16    TENANT'S RIGHT TO MAKE ALTERATIONS.................................................    7
           Article 17    MECHANICS' LIENS...................................................................    8
           Article 18    ADVERTISING MEDIA..................................................................    8
           Article 19    FIXTURES AND PERSONAL PROPERTY.....................................................    8
           Article 20    ASSIGNING, MORTGAGING, SUBLETTING, CHANGE IN OWNERSHIP.............................    9
           Article 21    TENANT'S CONDUCT OF BUSINESS.......................................................   10
           Article 22    REPAIR AND MAINTENANCE OF THE PREMISES.............................................   10
           Article 23    CASUALTY DAMAGE AND RECONSTRUCTION.................................................   11
           Article 24    EMINENT DOMAIN.....................................................................   11
           Article 25    COMMON AREAS.......................................................................   12
           Article 26    DEFAULTS BY TENANT.................................................................   13
           Article 27    DEFAULTS BY LANDLORD...............................................................   14
           Article 28    ATTORNEYS' FEES....................................................................   15
           Article 29    SUBORDINATION - ATTORNMENT.........................................................   15
           Article 30    QUIET POSSESSION...................................................................   15
           Article 31    MERCHANTS' ASSOCIATION.............................................................   15
           Article 32    CAPTIONS; JOINT AND SEVERAL LIABILITY..............................................   15
           Article 33    NOTICES............................................................................   16
           Article 34    OBLIGATIONS OF SUCCESSORS..........................................................   IS
           Article 35    CONSENT OF LANDLORD AND TENANT.....................................................   16
           Article 36    SECURITY DEPOSIT...................................................................   16
           Article 37    MISCELLANEOUS......................................................................   16
           Article 38    BROKERS............................................................................   18

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                                    SHOPPING CENTER LEASE CB
   Richard Ellis
                                    BROKERAGE AND MANAGEMENT
                                    LICENSED REAL ESTATE BROKER



     This Lease between ECTC-LLC a California Limited Liability Company
("Landlord"), and Temecula Valley Bank. N.A. ("Tenant"), is dated February 28.
2001


1. LEASE OF PREMISES.

In consideration of the Rent (as defined at Section 9.5) to be paid by Tenant
and the provisions of this Lease, Landlord leases to Tenant and Tenant leases
from Landlord the Premises shown by diagonal lines on the plan attached hereto
as Exhibit "A", and further described at Section 3.J. The Premises are located
within the Shopping Center described in Section 3.1. Tenant shall have the
non-exclusive right (unless otherwise provided herein) in common with Landlord
and other tenants, subtenants and invitees of the Shopping Center, to use of the
Common Areas (as defined at Section 3.d.).

2. LEASE REVIEW OBLIGATIONS OF LANDLORD AND TENANT.

Landlord and Tenant acknowledge and agree that each has the responsibility to
personally review and approve the contents of this Lease and to have this Lease
reviewed, approved, and modified as needed by its attorneys before the Lease is
signed.

3. DEFINITIONS.

As used in this Lease, the following terms shall have the following meanings:

a.   Annual Percentage Rental Rate (Section 9.4): _ N/A % of Tenant's Net Sales.

b.   Broker(s)

          Landlord's Broker: CB Richard Ellis. Inc.

          Tenant's Broker: Owsley Kugler-


          Commision Payable to Landlord's Broker (Section 38.1): $ Per Broker's
          agreement with Landlord.

     Landlord's Broker hereby discloses to Landlord and Tenant that Landlord's
     Broker is acting in this transaction as the agent of (check applicable box
     below):

           x Landlord exclusively; or D both Landlord and Tenant.

     Landlord and Tenant each consent to such representation by Landlord's
     Broker.

c. Commencement Date: The earliest of the following dates:

     (i) The date Tenant initially opens for business in the Premises;

     text removed


     (ii) See Addendum, (iii) This lease shall commence upon delivery of the
     premises from Landlord to Tenant In its current "as is"condition. Rent
     shall commence ninety (90) days following least commencement. Tenant's
     Tentative Commencement Date (Article 7) 3-1-2001

     Tenant shall commence Tenant's Work promptly upon substantial completion of
     Landlord's Work and shall diligently complete Tenant's Work so that Tenant
     can promptly open for business in the Premises.

 d.  Common Areas: All areas, structural portions, facilities and equipment of
     the Shopping Center outside the Premises and the premises of other tenants,
     but within the exterior boundaries of the Shopping Center that are provided
     and designated by Landlord from time to time for the general use, benefit
     and/or convenience of Tenant and/or other tenants of the Shopping Center
     and/or their respective authorized representatives and invitees. Common
     Areas include without limitation, pedestrian walkways and patios,
     landscaped areas, sidewalks, service corridors, public restrooms,
     stairways, roofs, walls, plazas, malls (including any enclosed malls where
     climate control is provided), throughways, loading areas, parking areas,
     and roads, all as generally shown on the plan attached hereto as Exhibit
     "A". Landlord shall have the right to regulate or restrict the use of the
     Common Areas.

 e.  Floor Area: As to both the Premises and the Shopping Center, the respective
     measurements of floor area as are from time to time subject to lease by
     Tenant and all tenants of the Shopping Center, respectively, as determined
     and applied by Landlord on a consistent basis throughout the Shopping
     Center.

 f.  Index (Section 9.2): The United States Department of Labor, Bureau of Labor
     Statistics Consumer Price Index for All Urban Consumers, Average, Subgroup
     "All Items" (1982 - 84 = 100).


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     g.   Landlord's Mailing Address: c/o Essex Realty. 3146 Redhin Avenue.
          Suite 150. Costa Mesa. CA 92626


          Tenant's Mailing Address: 27710 Jefferson Avenue, Suite A-100,
          Temecula, CA 92593-0690

                           See Addendum 9.2a attached

     h.   Minimum Annual Rent (initial) (Section 9.1): S xxxxxxxxx per year,
          payable in twelve (12) equal monthly installments each year.

          Outside Date for Delivery of Possession (Article 7): June 1, 2001.



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     Premises: That portion of the Shopping Center containing approximately
     3,290 square feet of Floor Area, shown by diagonal lines on Exhibit "A",
     located on the first level of the Shopping Center and designated space .
     Tha Premises has dimensions of approximately feot in frontaqo and
     approximately -- foot in depth. 301 North Magnolia Avenue, Suite 101.


     k.   Security Deposit (Article 36): $ 4.770.50.

     I.   Shopping Center: The building of which the Premises is a part (the
          "Building") and any other buildings and improvements on the real
          property (the "Property") located at 301-399 Magnolia Avenue (north)
          El Cajon CA.and further described on Exhibit "A". The Shopping Center
          is known as EL CAJON TOWNE CENTER_____________________________.

     m.   Tenant's First Adjustment Date (Section 9.2): The first day of the
          calendar month following the Commencement Day plus 12 months.

     n.   Tenant's Proportionate Share (initial) 3.97%

     Such share is a fraction, the numerator of which is the Floor Area of the
          Premises, and the denominator of which is the Floor Area of the
          buildings in the Shopping Center available for exclusive use and
          occupancy by tenants (excluding the Floor Area of those areas, if any,
          designated by Landlord on Exhibit "A" as "Major Stores"), as
          determined by Landlord from time to time on a consistent basis. As of
          the date of this Lease the Shopping Center (excluding any Major
          Stores) contains a total Floor Area of 82.727________________square
          feet.

     o.   Tenant's Radius (Section 21.3 : .5 miles from the Premises.

     (*--Tenant's Saloa Broakpointi That dollar oum oqual to tho thon Minimum
     Annual Ront payable by Tenant divided by the Annual Poroontago Rental Rate.
     Ao of.the Commencement Date Tenant's li lilial OaleA DieaKpuii U iJ> 3)
     jzJ^___________________-

     q.   Tenant's Trade Name (Article 11): Temecula Valley Bank.


     r.   Tenant's Use Clause (Article 11): The Premises shall be used and
          occupied only for the purpose of the operation of a bank providing
          banking and related financial services.including but not limited to
          any other financial services that are deemed necessary to Tenant's
          business, and for no other use or purpose. ------

     s.   Term: The Term of this Lease shall begin as of the date hereof and
          shall continue thereafter for a period of five (5) years and
          zero__________months (plus any partial month) following the
          Commencement Date. The Commencement Date and expiration date of the
          Lease shall be set forth in Landlord's Notice of Lease Term Dates (the
          "Notice"), which shall be substantially in the form set forth at
          Exhibit "P. The Notice shall be served on Tenant promptly following
          determination of the Commencement Date under Section 3.c.

4.   EXHIBITS AND ADDENDA.

The exhibits and addenda listed below (unless lined out) are incorporated by
reference in this Lease:

a.   Exhibit "A" -- Plan Showing the Premises and Shopping Center (See Sections
     3.J, 3.1 and Article 5)
     Exhibit "A-l" -- Recordation of Parcel Map
b.   Exhibit "B" -- Shopping Center Rules and Regulations (See Section 25.5)

c.   Exhibit "C" -- Landlord's Work and Tenant's Work c-1 Approved tenants
     requested improvements to interior space

d.   Exhibit "D" -- Sample Form of Tenant Estoppel Certificate (See Section
     29.3)

e.   Exhibit "E" -- Shopping Center Sign Criteria

f.   Exhibit "P -- Landlord's Notice of Lease Term Dates (See Section 3.s)

GH   --Exhibit "G" Guaranty of Loaco

i.   Addenda: ______________See Addendum.


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   5. SHOPPING CENTER PLAN.
   The plan of the Shopping Center attached as Exhibit "A" shows, among other
   things, the principal improvements which initially comprise or will initially
   comprise the Shopping Center. Tenant agrees that Landlord may at any time and
   from time to time, change the shape, size, location, number, and extent of
   the improvements now shown on Exhibit "A" and may eliminate or add any
   improvements to any portion of the Shopping Center, but Landlord agrees (i)
   not to materially change the size or location of the Premises without
   Tenant's consent, and (ii) that any such changes .will not materially
   adversely affect ingress to and egress from the Premises, visibility of the
   Premises or parking availability in the\Shopping Center.
                                          \at any time
   6. OTHER TENANCIES.
   Landlord reserves the absolute right to effect such other tenancies and uses
   in the Shopping Center as Landlord, in its sole business judgment, determines
   best promotes the interests of the Shopping Center. Landlord and Landlord's
   Broker do not represent, and Tenant does not rely on the possibility, that
   any specific tenant or number of tenants will occupy space in the Shopping
   Center during the Term.

   7. DELIVERY OF POSSESSION.
   Landlord agrees to deliver to Tenant and Tenant agrees to accept from
   Landlord possession of the Premises promptly upon substantial completion of
   Landlord's Work. If for any reason Landlord does not deliver possession of
   the Premises to Tenant with Landlord's Work substantially complete at least
   30 days before Tenant's Tentative Commencement Date, Landlord shall not be
   subject to any liability for such failure, and the validity of this Lease
   shall not be impaired, but the Commencement Date shall be delayed by the
   number of days delivery is delayed and Rent shall be abated until 30 days
   following the date of substantial completion of Landlord's Work in the
   Premises. Notwithstanding anything to the contrary contained herein, if
   Landlord does not deliver possession of the Premises to Tenant on or before
   the Outside Date for Delivery of Possession, this Lease shall terminate and
   be of no further force or effect, and Landlord and Tenant shall have no
   further obligations hereunder.

  8. TENANT'S WORK.
  Tenant shall commence construction of Tenant's Work as defined in Exhibit "C"
  no later than the date of substantial completion of Landlord's Work in the
  Premises and shall diligently complete Tenant's Work. Landlord shall give
  Tenant not less than 10 days' advance written notice of such anticipated date
  of substantial completion of Landlord's Work. Tenant shall, at any time
  requested by Landlord or Landlord's architect, construct those portions of
  Tenant's Work necessary to enable Landlord to proceed with Landlord's Work
  hereunder. Tenant shall open the Premises for business within 30 days
  following the date of substantial completion of Landlord's Work in the
  Premises.

  9. RENT.

9.1 Payment of Minimum Annual Rent. Tenant agrees to pay the Minimum Annual Rent
 during the Term for its use and occupancy of the Premises. Minimum Annual Rent
 shall be payable in advance on the first day of each calendar month of the Term
 without notice, setoff or deduction, in twelve (12) equal monthly installments
 during each year of the Term. If the Term begins (or ends) on other than the
 first (or last) day of a calendar month, the Minimum Annual Rent for the
 partial month shall be prorated on a daily basis, based on a 30 day month.
 Tenant shall pay Landlord the first installment of Minimum Annual Rent when
 Tenant executes this Lease.

9.2 Adjusted Minimum Annual Rent    *See attached Addendum for rental increases.

     a. The Minimum Annual Rent set forth at Section 3.h. shall be adjusted
     annually (the "Adjustment Date"), commencing on Tenant's First Adjustment
     Date. Adjustments, if any, shall be based only upon increases (if any) in
     the Index. The Index in publication 3 months before the Commencement Date
     shall be the "Base Index." The Index in publication 3 months before each
     Adjustment Date shall be the "Comparison Index." As of each Adjustment
     Date, the Minimum Annual Rent payable during the ensuing twelve-month
     period shall be determined by increasing the initial Minimum Annual Rent by
     a percentage equal to the percentage increase, if any, in the applicable
     Comparison Index over the Base Index. If the Comparison Index for any
     Adjustment Date is equal to or less than the Comparison Index for any
     preceding Adjustment Date (or the Base Index, in the case of the First
     Adjustment Date), the Minimum Annual Rent for the ensuing twelve-month
     period shall remain the amount of Minimum Annual Rent payable during the
     preceding twelve-month period. When the Minimum Annual Rent payable as of
     each Adjustment Date is determined, Landlord shall promptly give Tenant
     written notice of such adjusted Minimum Annual Rent and the corresponding
     adjusted Tenant's Sales Breakpoint and the manner in which each was
     computed. The Minimum Annual Rent as so adjusted from time to time shall be
     the "Minimum Annual Rent" for all purposes under this Lease.

     b.If at any Adjustment Date the Index no longer exists in the form
     described in this Lease, Landlord may substitute any substantially
     equivalent official index published by the Bureau of Labor Statistics or
     its successor. Landlord shall use any appropriate conversion factors to
     accomplish such substitution. The substitute index shall then become the
     "Index" hereunder. The substitute index shall provide for the same minimum
     and maximum increases as stated in the attached Addendum for rental
     increases.

9.3 Property Taxes.

     a. Beginning with the Commencement Date and for the balance of the Term,
     Tenant shall pay to Landlord as "additional rent" the amount of taxes and
     assessments levied and assessed for any year upon the Premises and the
     underlying Property (the "Premises Property Taxes"). Such sum shall be
     prorated for any partial year of the Term on a daily basis, based on a 360
     day year.

     If the Premises and the underlying Property are not separately assessed,
     but are assessed as part of the land and improvements on a larger parcel
     (hereinafter the "Larger Parcel"), Tenant's share of Premises Property
     Taxes shall be a fractional portion of the property taxes on the Larger
     Parcel, the numerator of which is the Floor Area of the Premises and the
     denominator of which is the Floor Area of all the areas available for
     exclusive use and occupancy by tenants of the Larger Parcel. Tenant shall
     pay Premises Property Taxes to Landlord as part of Common Area Costs at the
     times and in the manner provided for the payment of Common Area Costs at
     Section 25.3 of this Lease. For purposes hereof, an equitable adjustment
     shall be made for buildings which are only partially completed on the date
     such property taxes become a lien.

     If any Premises Property Taxes (including any assessments which may be
     evidenced by improvement or other bonds) due hereunder may be paid in
     annual installments, only the amount of such annual installment (with an
     appropriate

<PAGE>



     .proration for any partial year) and statutory interest thereon shall be
     included in the computation of annual Premises Property Taxes.

     b. The term "Premises Property Taxes" shall mean: (i) any fee, license fee,
     license tax, business license fee, commercial rental tax, levy, charge,
     assessment, penalty or tax imposed by any taxing authority against the
     Premises. Property or the Shopping Center; (ii) any tax on Landlord's right
     to receive, or the receipt of, rent or income from the Premises, Property
     or the Shopping Center or against Landlord's business of leasing space in
     the Shopping Center: (iii) any tax or charge for fire protection, streets,
     sidewalks, road maintenance, refuse or other services provided to the
     Premises, Property or Shopping Center by or through any governmental
     agency; (iv) any tax imposed upon this transaction or based upon a
     re-assessment of the Premises, Property or Shopping Center due to a change
     in ownership or transfer of all or part of Landlord's interest in the
     Premises, Property or Shopping Center; and (v) any charge or fee replacing
     any tax previously included within the definition of real property tax.
     "Premises Property Taxes" do not. however, include Landlord's federal or
     state income, franchise, inheritance or estate taxes. 9.4 - 10.2) See
     Addendum.

9.4 Percentage Rental. In addition to the Minimum Annual Rent and other sums
required to be paid by Tenant under this Lease, Tenant shall pay as "percentage
rental" a sum equal to the Annual Percentage Rental Rate times the amount of Net
Sales of Tenant (as "Net Sales" is defined in Section 10.1 hereof) made from or
upon the Premises during each calendar year, less the amount of Minimum Annual
Rent paid by Tenant during such calendar year. Percentage rental shall be
computed each calendar month and on or before the date the following month's
installment of Minimum Annual Rent becomes due. Tenant shall pay to Landlord the
amount by which the sum computed as the Annual Percentage Rental Rate of
Tenant's Net Sales during that period exceeds the Minimum Annual Rent payable by
Tenant during that period. Within 90 days after the end of each calendar year
the Net Sales of Tenant during that calendar year and the amounts payable to
Landlord as Minimum Annual Rent and as percentage rental for that calendar year
shall be determined. If Tenant has overpaid percentage rental, Tenant shall
receive a prompt refund of the overpayment; if Tenant has underpaid percentage
rental, Tenant shall immediately pay the deficiency to Landlord. Tenant shall
not be required to pay percentage rent, however, Tenant shall be required to
report sales on an annual basis.

Percentage rental due for any partial month of the Term shall be prorated on a
daily basis based on a 30-day month. The obligations hereunder shall survive the
expiration of the Lease Term.

9.5 Additional Rent. Tenant shall pay, as additional rent, all sums of money
required to be paid pursuant to the terms of this Article 9, the sums to be paid
pursuant to Articles 12, 22, 25 and Exhibit "C", and all other sums of money or
charges required to be paid by Tenant under this Lease, whether or not such sums
are specifically designated as "additional rent." All amounts required to be
paid by Tenant hereunder are sometimes collectively referred to as "Rent."

9.6 Interest and Late Charges. If Tenant fails to pay when due and payable, any
Rent, additional rent, or other sums due from-Tenant under this Lease, the
unpaid amounts shall bear interest at the maximum lawful rate from the date due
to the date of payment.

Tenant acknowledges that its late payment of any monthly installment of Minimum
Annual Rent will cause Landlord to incur certain costs and expenses not
contemplated under this Lease, the exact amount of which is extremely difficult
or impractical to fix. Such costs and expenses will include, without limitation,
loss of use of money, administrative and collection costs, and processing and
accounting expenses. Therefore, if any installment of Minimum Annual Rent is not
received by Landlord from Tenant by the fifth (5th) day of the month for which
such installment is due, Tenant shall immediately pay to Landlord a late charge
equal to 10% of such installment. Such late charge is in addition to any
interest due pursuant to the preceding paragraph of this Section 9.6. Landlord
and Tenant agree that this late charge represents a reasonable estimate of costs
and expenses incurred by Landlord from, and is fair compensation to Landlord for
its loss suffered by, such nonpayment by Tenant. Acceptance of this late charge
shall not constitute a waiver of Tenant's default with respect to such
nonpayment by Tenant nor prevent Landlord from exercising any other rights and
remedies available to Landlord under this Lease.

9.7 Payment of Rent. All Rent and other payments due under this Lease shall be
paid by Tenant to Landlord at Landlord's management office in the Shopping
Center, or at such other place as may from time to time be designated by
Landlord in writing at least 10 days prior to the next ensuing payment date.

10.  NET SALES.

10.1 Definition of "Net Sales." "Net Sales" of Tenant, as used in this Lease,
means the gross selling price of all merchandise or services sold in or from the
Premises by Tenant, its subtenants, licensees and/or concessionaires, whether
for cash or on credit and whether made by store personnel or by vending
machines, but excluding the following:

(i) The selling price of all merchandise returned by customers and accepted for
full credit or the amount of discounts and allowances made on such merchandise;

(ii) The selling price of goods returned to sources or transferred to another
store or warehouse owned by or affiliated with Tenant;

(iii) The price allowed on all merchandise traded in by customers for credit or
the amount of credit for discounts and allowances made in lieu of accepting a
trade-in;

(iv) Delivery charges;

(v) Cash refunds made to customers in the ordinary course of business. This
exclusion shall not include any amount paid or payable for what are commonly
known as trading stamps;

(vi) Interest, service or sales carrying charges or other charges, however
denominated, paid by customers for extension of credit on sales, where such
charges are not included in the merchandise sales price;

(vii) Receipts from public telephones, stamp machines or vending machines
installed solely for the use of Tenant's employees;

(viii) Sales taxes, so-called luxury taxes, consumers' excise taxes, gross
receipts taxes and other similar taxes now or hereafter imposed upon the sale of
merchandise or services, but only if collected from customers separately from
the selling price of merchandise or services; and

(ix) Sales of fixtures, equipment or property which are not stock in trade.

All sales originating at the Premises shall be considered as made and completed
therein, even though bookkeeping and payment of the account may occur at another
location and even though actual filling of the sale or service order and actual
delivery of the merchandise may be made from a place other than the Premises.
Each sale on installment or credit shall be treated as a sale for the full cash
price at the time of sale.


<PAGE>


10.2 Statement of Net Sales. Tenant shall furnish Landlord with an accurate
statement of Tenant's Net Sales within 30 days after the close of each calendar
month, and an annual statement of Net Sales (which shall include a monthly
breakdown of Net Sales) within 60 days after the close of each calendar year.
Such statements shall be signed and certified as accurate by Tenant. The annual
statement of Net Sales shall be audited and certified as correct by Tenant's
Certified Public Accountant. In addition, Tenant shall furnish Landlord with a
copy of its state and local sales and use tax returns within 30 days after any
such return is filed or required to be filed with the appropriate governmental
agency.

Tenant shall keep and shall require any subtenants, licensees and/or
concessionaires to keep, at the Premises or at such other place approved by
Landlord in writing, full and accurate books of account, records and other
pertinent data (including cash register receipts) of the gross sales, Net Sales,
credits, refunds and other pertinent business transactions made from or upon or
otherwise relating to the Premises. Such books, receipts and records shall be
kept for not less than 2 years after the close of each calendar year to which
they relate and shall be available for inspection and audit by Landlord and its
representatives at all times during regular business hours. Landlord's receipt
of any statement of Net Sales or Tenant's payment of percentage rental for any
period shall not bind Landlord as to the correctness of the statement or amount
of the payment. Within 2 years after the receipt of any such statement, Landlord
or its designated Certified Public Accountant shall be entitled to audit
Tenant's gross sales and Net Sales following 48 hours' advance written notice to
Tenant. Such audit shall be conducted during normal business hours at eithe'r
the Premises or Tenant's principal place of business. If such audit determines
that there has been a deficiency in the payment of percentage rental, then such
deficiency shall become immediately due and payable with interest at the maximum
lawful interest rate from the date said payment should have been made. In
addition, if an annual statement statement of Tenant is found to have
understated Net Sales by more than 20% and if Landlord is entitled to any
additional percentage rental as a result of such understatement, then Tenant
shall pay all of Landlord's reasonable costs and expenses incurred in connection
with performing such audit and collecting the amounts due Landlord. If such
audit discloses an additional liability for percentage rental of $1,000 or more
for the period covered by the audit, Landlord may, in addition to any other
remedies it may have for Tenant's breach of this Lease, terminate this Lease by
written notice to Tenant given within 60 days after Landlord's receipt of the
audit report. Any information obtained from such statements, audits or
inspections shall be treated by Landlord as confidential and shall not be
disclosed except to carry out the purposes of this Lease, but Landlord may
divulge the contents of any such statements in connection with any financing
arrangements involving, or assignment of Landlord's interest in, the Premises,
Shopping Center, or this Lease, or in connection with any administrative or
judicial proceedings in which Landlord is involved and in which such information
is in issue.

Any failure by Tenant to maintain and keep full and accurate books of account,
records and other pertinent data as required hereunder shall be deemed a default
and breach of this Lease under Article 26 hereof.

11.  POSSESSION AND USE.

11.1 Permitted Uses and Prohibited Conduct. Possession of the Premises shall be
delivered to Tenant free and clear of all tenants and occupants and the rights
of either, and free of liens and encumbrances other than those specified in
Article 15 hereof. Tenant shall use the Premises solely for the purposes set
forth in Tenant's Use Clause and shall operate its business only under the trade
name specified as Tenant's Trade Name. Tenant shall not use or permit the
Premises to be used for any other purposes or under any other trade name. Tenant
shall not, without the prior written consent of Landlord, sell merchandise from
vending machines or allow any coin operated vending or gaming machines on the
Premises. Tenant shall not use or permit any person to use the Premises for
conducting a second-hand store, auction, distress or fire sale or bankruptcy or
going-out-of-business sale, or for any use or purpose in violation of the laws,
ordinances, regulations and requirements of the United States or the State,
County and City where the Shopping Center is located, or any other lawful
authority. Tenant shall, during the Term, keep the Premises in a clean and
wholesome condition, free of any objectionable noises, odors or nuisances, and
shall comply with all health and police regulations. All trash and rubbish of
Tenant shall be deposited only in receptacles provided by Landlord and no other
trash receptacles shall be permitted to remain outside the Premises or Building.
Landlord shall cause such receptacles to be emptied and trash removed at
Tenant's expense. Tenant shall not cause or permit waste to occur in the
Premises and shall not overload any floor or abuse the plumbing in the Premises.

Tenant may not display or sell merchandise or allow carts, portable signs,
devices or any other objects to be stored or to remain outside the defined
exterior walls, roof or permanent doorways of the Premises, or in Building
hallways. No aerials or antennae shall be erected on the roof or exterior walls
of the Premises or Building without first obtaining, in each instance, the
written consent of Landlord. Any aerial or antenna so installed without
Landlord's written consent may be removed without notice at any time, at
Tenant's expense. Tenant shall not solicit or distribute materials in any manner
in any of the Common Areas (including automobile parking facilities and any
enclosed mall of the Shopping Center).

11.2 Insurance Coverage Use Restrictions. Tenant shall not carry any stock or
goods or do anything in or about the Premises which tends to increase the
insurance rates on the Building or Shopping Center or impairs Landlord's ability
to maintain insurance coverage on the Building or Shopping Center. Tenant agrees
to pay to Landlord promptly upon demand the amount of any increases in
Landlord's insurance premiums caused by Tenant's violation of these
restrictions, whether or not Landlord has consented to such act(s) by Tenant. If
Tenant installs any electrical equipment in the Premises which overloads the
electrical lines of the Premises, Tenant shall, at its expense, make any changes
and install any fire extinguishing equipment required by Landlord's insurance
underwriters or applicable fire, safety and building codes and regulations.
Nothing herein contained constitutes Landlord's consent to such overloading.

11.3 Deliveries. Tenant shall use its best efforts to complete all deliveries,
loading, unloading and services to the Premises before 10:00 a.m. each day.
Tenant shall attempt to prevent any delivery trucks or other vehicles servicing
the Premises from parking or standing in front of, or at the rear of, the
Premises from 10:00 a.m. to 9:00 p.m. of each day. Landlord reserves the right
to further regulate the activities of Tenant in regard to deliveries to and
servicing of the Premises, and Tenant agrees to abide by such further
non-discriminatory regulations of Landlord.

12.  UTILITIES SERVICES.

12.1 Utilities Installation. Landlord agrees that to the extent provided for in
Exhibit "C" hereof, it will initially make available to Tenant (i) facilities
for the removal of sewage and the delivery to and distribution within the
Premises of water, electricity, telephone service and natural gas (which shall
be used by Tenant for cooking and demonstration of gas operated sales items
only) [these facilities are collectively referred to in this Article 12 as
"utilities"], and (ii) a heating, ventilation and air conditioning system (the
"HVAC system"). Unless Landlord agrees otherwise, Tenant shall use only those
utilities and any HVAC system provided for under Exhibit "C" to serve the
Premises. If required under Exhibit "C" a separate meter shall measure the
consumption of utilities and/or the HVAC system.

12.2 Utilities and HVAC System Charges. Tenant shall pay for all utilities used
by Tenant on the Premises from and after substantial completion of Landlord's
Work in the Premises. If Tenant's utilities and/or HVAC system are separately
metered, Tenant shall pay directly to the appropriate utility company the cost
of all such utilities used on the Premises. If any of Tenant's utilities and/or
HVAC system are furnished by Landlord without separate metering, then during the
Term Tenant shall pay as additional rent, monthly in advance, a utilities charge
to reimburse Landlord for any such utilities furnished by Landlord to the
Premises. This utilities charge shall, at Landlord's election, be established
(a) by an estimate of usage made from time to time by Landlord's engineer or the
appropriate utility company, and initially based on a typical store layout
comparable to Tenant's proposed use of the Premises, or (b) a percentage of such
total utility costs equal to a fraction, the numerator of which is the Floor
Area of the Premises, and the denominator of which is the Floor Area of Shopping
Center actually being furnished with utility service by Landlord at the time of
billing. If Tenant's Premises is not separately metered, such utilities and/or
HVAC charges may be billed with Tenant's share of Common Area Costs under
Section 25.3. The utilities charge to Tenant hereunder for utilities furnished
by Landlord shall be based on utility rates which do not exceed those charged by
the local public utility company for services it would otherwise furnish
directly to Tenant. If the Premises are not initially separately metered,
Landlord shall have the right, at its expense, to install separate meters for
the Premises at any time during the Term.

12.3 Failure to Pay. If Tenant fails to pay any amount due to Landlord hereunder
within 10 days after receipt by Tenant of a bill therefor, Landlord may (in
addition to all other rights and remedies provided herein for breach of this
Lease and if permitted by law) cut off and discontinue, upon 5 days' advance
notice to Tenant and opportunity to cure, any such utilities furnished to the
Premises by Landlord until all such amounts are paid in full.

12.4 Wo Landlord Liability. Landlord shall not be liable in damages or otherwise
for any failure or interruption of (i) any utility service being furnished to
the Premises, or (ii) operation of the HVAC system, if any. No such failure or
interruption shall entitle Tenant to terminate this Lease or stop making any
Rent or other payments due hereunder.

13. INDEMNITY BY TENANT. See Attached Addendum.

Removed text

14. INSURANCE -- WAIVER OF SUBROGATION.

14.1 Tenant's Insurance Obligations. Tenant shall, from and after the earlier of
(a) substantial completion of Landlord's Work in the Premises, or (b)
commencement of any of Tenant's Work in the Premises, and for the reminder of
the Lease Term maintain, at its expense, the following types of insurance
coverage, in the amounts specified and in the forms hereinafter provided for:

(i) LIABILITY INSURANCE. Commercial general liability insurance (sometimes known
as comprehensive general liability insurance) insuring Tenant against liability
for bodily injury, property damage (including loss of use of property) and
personal injury arising out of the operation, use or occupancy of the Premises.
Such policy shall be an occurrence form and shall include Owner's and
Contractor's Protective Liability with respect to construction of improvements
by Tenant on the Premises. Tenant shall name Landlord as an additional insured
under such policy. The initial amount of such insurance shall be not less than
$1,000,000 per occurrence. The liability insurance obtained by Tenant under this
Section 14.1(() shall (1) be primary and non-contributing; (2) contain
cross-liability endorsements; and (3) insure Landlord against Tenant's
performance under Article 13(a), (b) and (e) if the matters giving rise to the
indemnity under Article 13 result from the negligence of Tenant. The amount and
coverage of such insurance shall not limit Tenant's liability nor relieve Tenant
of any other obligation under this Lease.

(ii) PLATE GLASS. Insurance covering the full replacement cost of all plate
glass on the Premises. Tenant shall have the option to self-insure this risk.

(iii) TENANT IMPROVEMENTS. Insurance covering all of the items specified as
"Tenant's Work" in Exhibit "C", Tenant's leasehold improvements, alterations,
additions or improvements permitted under Article 16, and trade fixtures,
merchandise and personal property from time to time in, on or upon the Premises.
Such insurance shall cover not less than 100% of the full replacement cost of
the foregoing from time to time during the Term, and shall provide protection
against any peril included within the classification of fire, extended coverage,
sprinkler leakage, vandalism, theft, malicious mischief and special extended
perils (all risk). Any policy proceeds shall be used for the repair or
replacement of the property damaged or destroyed unless this Lease is terminated
under the provisions of Article 23 hereof.

(iv) GENERAL INSURANCE PROVISIONS.

     (a)  Any insurance required to be maintained by Tenant hereunder shall
          include a provision which requires the insurance carrier to give
          Landlord not less than thirty (30) days' written notice prior to any
          cancellation or modification of such coverage.

     (b)  A certificate of the insurer or the insurer's legal representative
          evidencing the existence and amount of each insurance policy required
          of Tenant hereunder shall be delivered to Landlord before the date
          Tenant is first given the right of possession of the Premises, and
          thereafter at least 30 days prior to the expiration of any such
          policy. Landlord may, at any time and from time to time, inspect
          and/or copy any insurance policies required to be maintained by Tenant
          hereunder. No such policy shall be cancellable except after 30 days'
          written notice to Landlord. If Tenant fails to deliver any such

<PAGE>

          evidence of insurance to Landlord required under this Lease within the
          prescribed time period or if any such policy is cancelled or modified
          during the Lease Term without Landlord's consent, Landlord may obtain
          such insurance coverage, in which case Tenant shall reimburse Landlord
          for the cost of such insurance within fifteen (15) days after receipt
          of a statement therefor.

        (c) All insurance shall be maintained with companies holding a "General
        Policy Rating" of A-XII or better, as set forth in the most current
        issue of "Best's Key Rating Guide." Landlord and Tenant acknowledge the
        insurance markets are rapidly changing and that insurance in the form
        and amounts described in this Section 14.1 may not be available in the
        future. Tenant acknowledges that the insurance described in this Section
        14.1 is for the primary benefit of Landlord. If at any time during the
        Lease Term, Tenant is unable to maintain the insurance required under
        the Lease, Tenant shall nevertheless maintain insurance coverage which
        is customary and commercially reasonable in the insurance industry for
        Tenant's type of business, as that coverage may change from time to
        time. Landlord makes no representation as to the adequacy of such
        insurance to protect Landlord's or Tenant's interests. Therefore, Tenant
        shall be responsible for obtaining any such additional property or
        liability insurance which Tenant deems necessary to protect Landlord and
        Tenant.

14.2 Landlord's Insurance Obligations. Landlord shall, in connection with its
ownership and operation of the Shopping Center, at all times from and after
commencement of Landlord's Work in the Premises, maintain in effect policies of
insurance providing protection against the following liabilities and/or risks:
(a) commercial general liability insurance in an amount not less than
$1,000,000.00" combined single limit for bodily injury and property damage, and
(b) fire and extended coverage insurance (including coverage for Common Area
sprinkler damage, vandalism and malicious mischief, and, if required by any
lender holding a security interest in the Shopping Center or if deemed necessary
by Landlord, flood and earthquake insurance) on the Building and Shopping Center
in an amount not less than their full replacement cost (exclusive of the cost of
excavations, foundations and footings) from time to time during the Term. The
types and coverages of insurance maintained by Landlord hereunder shall be
subject to such further requirements as may be imposed by Landlord's lender.
Landlord shall also have the right to maintain such additional types and
coverages of insurance (including business interruption insurance) as are
customary, prudent or reasonable for shopping centers similar to the Shopping
Center. Landlord's obligation to carry the insurance provided for herein may be
satisfied by blanket policies if the coverage required hereunder is satisfied.

14.3 Waiver of Subrogation. Landlord and Tenant (for themselves and their
insurers) each hereby waive all rights of recovery against the other and against
the officers, employees, agents and representatives of the other, against any of
the parties to the REA referred to in Article 15 hereof (the "Parties") and
against other tenants of the Shopping Center (provided such Parties and other
tenants have waived such rights against Landlord and Tenant), on account of any
loss by or damage to the waiving party or its property or the property of others
under its control (including as to Tenant the Premises and its contents, and as
to Landlord the other portions of the Shopping Center), arising from any risk
generally covered by fire and extended coverage insurance. The foregoing waivers
of subrogation shall be required hereunder only if (a) then available in the
State where the Shopping Center is located, and (b) such waiver does not
invalidate the applicable policy.

15. TITLE OF LANDLORD.

Landlord's estate in the Shopping Center and Tenant's leasehold estate in the
Premises is subject to the liens or restrictions of (a) any matters or documents
of record (the "Matters of Record"), including the effect of any covenants,
conditions, restrictions, easements, mortgages or deeds of trust, ground leases,
rights of way or any construction, operation and reciprocal easement agreement
(the "REA"); and (b) the effect of any zoning laws of the City, County and State
where the Shopping Center is located. Tenant agrees that (i) Tenant and all
persons in possession of Tenants leasehold estate or holding under Tenant will
conform to and will not violate the terms of any REA or any other Matters of
Record, and (ii) this Lease is subordinate to the REA, if any, and any
amendments or modifications thereto. If the REA, if any, is not of record as of
the date of this Lease, then this Lease shall automatically become subordinate
to the REA upon recordation of the REA. Tenant agrees to execute and return to
Landlord within 10 days after written demand therefor by Landlord, an agreement
in recordable form satisfactory to Landlord subordinating this Lease to the REA.
Any REA shall not prevent Tenant from using the Premises for the purposes set
forth in Tenant's Use Clause.

16. TENANT'S RIGHT TO MAKE ALTERATIONS.

16.1 Permitted Improvements. Subject to the terms of this Article 16, Tenant may
from time to time after completion of Tenant's Work and at its own expense, make
alterations, additions, improvements and changes (individually and collectively
referred to in this Article 16 as "improvements)" in and to the interior of the
Premises after first giving notice to Landlord of the improvement work proposed
to be done and providing Landlord with all plans for such proposed improvement
work. Tenant may not make any improvement which reduces the value of the
Premises or is of a structural nature. No single improvement costing more than,
$500.00 may be made without first obtaining the written approval of Landlord. In
addition, no improvement shall be made to jany storefront, mechanical system, or
exterior wall or to the roof of the Premises, nor shall Tenant erect any
mezzanine orjincrease the size of an existing mezzanine, unless and until the
written consent and approval of Landlord is first obtained. 5,000

No penetration into or through the roof or floor of the Premises may be made
without Landlord's prior written approval of the reason for such penetration and
the method by which it is to be done. If Landlord approves any such penetration,
Landlord shall have the absolute right to select and supervise the contractor
performing such penetration. Tenant shall be liable for any damage caused by any
such penetration, whether or not so approved by Landlord.
                                        reasonable

Tenant shall reimburse Landlord for all'costs incurred by Landlord (including
architect's and/or engineer's fees) in approving Tenant's plans for
improvements and for reasonable costs incurred by Landlord in supervising any
improvement work required to be approved by Landlord hereunder.
                        except as provided in Addendum C

16.2 Construction Requirements. All improvement! to be made to the Premises
which require the approval of Landlord shall be performed under the supervision
of a competent architect or competent licensed structural engineer and shall be
made in accordance with plans and specifications first approved in writing by
Landlord before the commencement of work. All improvements shall be constructed
in a good and workmanlike manner in accordance with all applicable laws
(including any laws relating to the use of hazardous materials, such as asbestos
containing materials) and diligently completed. Before commencement of any
construction, Tenant shall deliver a copy of the building permit to Landlord and
shall provide Landlord with a list of all contractors or subcontractors being
used. Upon completion of such improvements, Tenant shall file a Notice of
Completion for record in the office of the County Recorder where the Shopping
Center is located, as required or permitted

<PAGE>



by law. Tenant shall provide Landlord with "as built" plans, copies of all
construction contracts, and proof of payment for all labor and materials in
connection with any improvements made to the Premises. Upon expiration or
earlier termination of this Lease, such improvements shall become a part of the
Premises and shall not be removed by Tenant. In constructing such improvements,
Tenant shall have the work performed in such a manner as not to obstruct access
to the premises of any other tenant in the Shopping Center.

16.3 Insurance Requirements. If Tenant makes any permitted improvements to the
Premises under the provisions of this Article 16, Tenant shall carry insurance
covering any such improvements satisfying the requirements of Section I4.1(iii).
It is expressly understood and agreed that no such improvements will be insured
by Landlord under the insurance it may carry upon the Building or Shopping
Center, nor shall Landlord be required to reinstall any such improvements made
by Tenant under any provision of Article 23 for reconstruction of the Premises.

17. MECHANICS'LIENS.

17.1 Tenant's Covenants. Tenant shall pay all costs for work done by or for
Tenant in the Premises (other than Landlord's Work), and Tenant shall keep the
Premises, Building and Shopping Center free of all mechanics' liens and other
liens on account of work done for Tenant. Tenant shall indemnify, defend and
hold Landlord harmless from and against any and all liability, loss, damage,
costs, attorneys' fees and all other expenses on account of claims of lien of
laborers or materialmen or others for work performed or materials or supplies
furnished to or for Tenant or persons claiming under Tenant. In addition, Tenant
shall keep Tenant's leasehold interest and any of those improvements to the
Premises which are or become property of Landlord pursuant to this Lease free of
all attachment or judgment liens. Prior to commencing any work in or to the
Premises (including the supply of any labor, services or materials for the
construction of improvements in the Premises under Article 16 or Exhibit "C"),
Landlord may require Tenant to provide demolition and/or lien and completion
bonds in form and amount satisfactory to Landlord.

17.2 Tenant's Contest of Lien. If Tenant desires to contest any claim of lien
arising from work done by or for Tenant in the Premises, Tenant shall first
furnish Landlord adequate security in the amount of the claim, plus estimated
costs and interest, or a bond of a responsible corporate surety in such amount,
conditioned on the discharge of the lien. If a final judgment establishing the
validity or existence of any such lien for any amount is entered, Tenant shall
immediately pay and satisfy such judgment.

17.3 Landlord's Right to Cure. If Tenant is in default in paying any charge for
which a lien claim and suit to foreclose the lien have been filed, and Tenant
has not given Landlord adequate security to protect the Premises, the property
therein, and the Building, Shopping Center and Landlord from liability for such
claim of lien, Landlord may (but shall not be required to) pay the claim and any
associated costs, and the amount so paid, together with reasonable attorneys'
fees incurred in connection with such payment shall be immediately due and owing
from Tenant to Landlord. Tenant shall pay the amounts so owed to Landlord with
interest at the maximum lawful rate from the date of Landlord's payment.

17.4 Notice of Lien. If any claim of lien is filed against the Premises or any
action affecting the title to the Premises or the property therein is commenced,
the party receiving notice of such lien or action shall immediately give the
other party written notice thereof.

17.5 Notice of Non-Responsibility. Landlord or its representatives shall have
the right to enter and inspect the Premises at all reasonable times and shall
have the right to post and keep posted thereon notices of non-responsibility, or
such other notices which Landlord deems proper for the protection of Landlord's
interest in the Premises. Tenant shall, before commencing any work which might
result in the filing of a lien, give Landlord written notice of its intention to
so commence work in sufficient time to enable Landlord to post such notices.

18. ADVERTISING MEDIA.

Tenant shall not affix or maintain upon the glass panes or supports of the show
windows (or within 24" of any window), doors or exterior walls of the Premises,
any signs, advertising placards, names, insignia, trademarks, descriptive
material or any other like item(s) without having first received the written
approval of Landlord as to the size, type, color, location, copy, nature and
display qualities of any such item. Tenant shall not affix any sign to the roof
of the Premises.

Tenant shall not utilize any advertising medium which can be seen or heard
outside the Premises, including without limitation, flashing lights,
searchlights, loudspeakers, phonographs, radios or television. Tenant shall not
display, paint or place any handbills, bumper stickers or other advertising
devices on any vehicle parked in the parking area of the Shopping Center, nor
shall Tenant distribute any handbills or other advertising devices in the
Shopping Center.

Prior to initially opening for business in the Premises Tenant shall erect its
storefront sign(s) in accordance with the provisions of the sign criteria
attached hereto as Exhibit "E".and Exhibit "E-l".


19. FIXTURES AND PERSONAL PROPERTY.

19.1 Removal and Replacement. All of Tenant's trade fixtures, furnishings,
furniture, signs and other personal property not permanently affixed to the
Premises (collectively referred to as "Personal Property") shall be in good
condition when installed in or attached to the Premises by Tenant and shall
remain the property of Tenant. If Tenant is not then in default under the terms
of this Lease, Tenant shall have the right to remove its Personal Property from
the Premises, including without limitation, counters, shelving, showcases,
mirrors and other movable Personal Property, but prior to the expiration of the
Term Tenant may not remove so much of its Personal Property without immediately
replacing it with comparable or better quality Personal Property, as to render
the Premises unsuitable for conducting the business specified in Tenants Use
Clause. Tenant shall, at its expense, immediately repair any damage to the
Premises resulting from removal of its Personal Property, and on the expiration
or earlier termination of the Term shall leave the Premises in a neat and clean
condition, free of debris.
(including but not limited to vaults, cabinets, atm machinery, and phone system)

19.2 Fixtures. All improvements to the Premises made by or for Tenant, excluding
Tenant's Personal Property\but including mechanical systems, light fixtures,
floor coverings and partitions and all other items comprising Tenant's Work
pursuant to Exhibit "C(degree) (collectively referred to as "Fixtures"), shall
become the property of Landlord upon expiration or earlier termination of this
Lease.

19.3 Personal Property Taxes. Tenant shall pay before delinquency all taxes
(including sales and use taxes), assessments, license fees and public charges
levied, assessed or imposed upon its business operations, merchandise, trade
fixtures and/or Personal Property. If any such items of property are assessed
with any Larger Parcel as defined in Section 9.3. Tenant shall pay Landlord the
taxes attributable to Tenant's personal property within 15 days after Tenant's
receipt of a written statement from Landlord setting forth such personal
property taxes. Landlord shall reasonably determine the basis of prorating any
such



<PAGE>

assessments and such determination shall be binding on Landlord and Tenant. No
taxes, assessments, fees or charges referred to and billed to Tenant under this
paragraph shall be considered to be taxes under the provisions of Section 9.3
hereof.

20. ASSIGNING, MORTGAGING, SUBLETTING, CHANGE IN OWNERSHIP.

20.1 One Year Prohibition Against Transfer. Landlord and Tenant acknowledge that
the Shopping Center is an interdependent enterprise and that each party's
realization of the benefits of this Lease depends upon Tenant's creating and
maintaining a successful and profitable retail operation in the Premises.
Landlord and Tenant further acknowledge that the character and quality of
Tenant's operation, and of the Shopping Center, will be enhanced by Tenant's use
of its best efforts, for a reasonable period of time, to establish a successful
business and business image. Landlord and Tenant further agree that one year is
a reasonable period of time to attempt to achieve this goal. Accordingly, Tenant
agrees that for a period of one year from the date Tenant initially opens to the
public for business in the Premises (the "Occupancy Period"), Tenant shall not,
and shall not have the power to, transfer or assign this Lease, sublet the
Premises, enter into license or concession agreements, or change ownership (such
transactions are hereinafter individually and collectively referred to as a
Transfer"), without first procuring the written consent of Landlord, which may
be given or withheld in Landlord's sole discretion. After the expiration of the
Occupancy Period, Landlord's consent to any Transfer shall not be unreasonably
withheld, subject to the terms, covenants and conditions contained below. Should
Tenant desire to transfer the Lease within the first (1st) year, Tenant must
obtain Landlord's prior written approval.

20.2 Restrictions on Transfer. If after expiration of the Occupancy Period
Tenant desires to effect a Transfer to anyone (a Transferee") other thap a
successor, subsidiary,*affiliated or controlling corporation of Tenant (an
"Affiliate"), Tenant shall give written notice (Transfer Notice") to Landlord at
least 60 days before the effective date of any such proposed Transfer. The
Transfer Notice shall state (a) whether Tenant proposes to assign the Lease,
sublet the Premises, enter into a license or concession agreement or change
ownership, (b) the proposed effective date of the Transfer, (c) the identity of
the proposed Transferee, (d) all other material terms of the proposed Transfer,
and (e) in detail the type of business operation the proposed Transferee intends
to conduct on the Premises. The Transfer Notice shall be accompanied by a copy
of the proposed agreement documenting the Transfer, or if none, a copy of any
offers, draft agreements, letters of commitment or intent and other documents
pertaining to the proposed Transfer. In addition, the Transfer Notice shall be
accompanied by the proposed Transferee's income statements and balance sheets
covering the preceding 36-month period, and each shall be certified as accurate
by the Transferee. Landlord may, at any time within 30 days after its receipt of
Transfer Notice, grant or withhold consent to such proposed Transfer (which
consent shall not be unreasonably withheld under the business judgment standards
set forth in Section 20.3 below) by mailing written notice to Tenant of its
decision ("Decision Notice"). If Landlord consents to the proposed Transfer
Tenant may thereafter promptly effect a Transfer in accordance with the terms of
Tenant's Transfer Notice. * holding company (provided the holding company has an
equal or greater net worth than Tenant at the time of mutual lease execution).
If Landlord consents to the proposed Transfer and Tenant does not consummate the
proposed Transfer within 30 days after receipt of Decision Notice, the
provisions of the first paragraph of this Section 20.2 shall again apply.

20.3 Grounds for Withholding Consent. Landlord may withhold consent to a
proposed Transfer if, in Landlord's reasonable business judgment, any of the
following is the case: (i) the proposed Transfer may result in deterioration in
the quality of merchandising operation conducted in the Premises, as compared to
the merchandising operation conducted by Tenant prior to the date of Transfer
Notice; (ii) the proposed Transferee lacks a good business reputation or
sufficient relevant business experience; (iii) the financial worth of the
proposed Transferee as of the date of Transfer Notice is less than the combined
financial worth of Tenant and Tenant's guarantor (if any) as of either the date
of this Lease or the date of Transfer Notice; (iv) the proposed Transferee's
proposed use of the Premises conflicts with Tenant's Use Clause or is otherwise
incompatible with the tenant mix of the Shopping Center; (v) the annual
percentage rent Landlord reasonably anticipates receiving from the proposed
Transferee is significantly less than the annual percentage rent Landlord could
reasonably anticipate receiving from Tenant; or (vi) the proposed Transfer would
breach any covenant of Landlord respecting radius restrictions, use or
exclusivity rights in any other lease, or any financing or other agreement
relating to the Shopping Center. Any attempted or purported Transfer without
Landlord's written consent shall be void and of no force or effect.

20.4 No Release from Liability, No Transfer, whether with or without Landlord's
consent, shall relieve Tenant or any guarantor of Tenant's obligations under
this Lease, from its covenants and obligations hereunder during the Term. Tenant
shall, promptly upon demand, reimburse Landlord for Landlord's reasonable
attorneys' fees incurred in conjunction with the processing and documentation of
any requested Transfer.

20.5 Transferee's Obligations. Each Transfer to which Landlord has consented
shall be evidenced by a written instrument in form satisfactory to Landlord, and
executed by Tenant and the Transferee. Each such Transferee shall agree in
writing for the benefit of Landlord to assume, be bound by, and perform the
terms, covenants and conditions of this Lease to be performed, kept or satisfied
by Tenant, including the obligation to pay to Landlord all amounts coming due
under this Lease. One fully executed copy of such written instrument shall be
delivered to Landlord. Failure to obtain in writing Landlord's prior consent or
otherwise comply with the provisions of this Article 20 shall prevent any
Transfer from becoming effective.

20.6 Division of Profit Between Landlord and Tenant. Any sums or other economic
consideration received by Tenant as a result of a Transfer, however denominated,
which exceed, in the aggregate, (i) the total sums which Tenant is obligated to
pay Landlord under this Lease (prorated to reflect obligations allocable to any
portion of the Premises subleased), plus (ii) the unamortized value of leasehold
improvements to the Premises paid for by Tenant prior to the date of Transfer
Notice, depreciated on a straight-line basis over the Term, plus (iii) any real
estate brokerage commissions or fees payable by Tenant in connection with such
Transfer, plus (iv) costs of renovation or construction of improvements to the
Premises for the benefit of the Transferee required to be paid for by Tenant as
a part of the Transfer, shall be divided equally between Landlord and Tenant.
Landlord's share of such profit shall be paid to Landlord promptly following its
receipt, as additional rent under this Lease. Such payments shall not affect or
reduce any other obligations of Tenant hereunder. Landlord shall have the right
to audit Tenant's books and records during normal business hours at either the
Premises or Tenant's principal place of business upon 48 hours' advance written
notice for the purpose of verifying Tenant's compliance with its obligations
hereunder. This does not apply to Tenant's successor, subsidiary, holding
company, affiliated or controlling corporation.

20.7 Further Restrictions. Tenant shall not, without the prior written consent
of Landlord (which consent may be granted or withheld in Landlord's sole
discretion), mortage or hypothecate this Lease or any interest herein. Tenant
shall not permit the Premises to be used by any party other than Tenant or a
permitted Transferee. Any of the foregoing acts without such consent shall be
void and shall, at the option of Landlord, terminate this Lease. For purposes of
this Article 20, if Tenant is a partnership, any withdrawal(s) or change(s) of
partners cumulatively owning a 50% or more interest in the partnership, or if
Tenant is a corporation, any transfers) cumulating 50% or more of its stock,
shall constitute a voluntary Transfer and shall be subject to the provisions
hereof. This Lease shall not, nor shall any interest of Tenant herein, be
assignable by operation of law without the written consent of Landlord.

<PAGE>


21. TENANT'S CONDUCT OF BUSINESS.

21 1 Tenant's Operating Covenants. Tenant agrees that from and after its initial
opening for business it shall, subject to the provisions of Section 23.5 hereof,
operate and conduct its business in the Premises during all Shopping Center
Business Hours (as hereinafter defined) and in accordance with the provisions of
this Lease. Tenant shall at all times keep and maintain in the Premises an
adequate stock of merchandise and trade fixtures to satisfy the usual and
ordinary demands and requirements of its customers and shall keep the Premises
in a neat, clean and orderly condition.

21.2 Hours and Days of Operation. Tenant recognizes that it is in the interests
of both Tenant and Landlord to regulate the minimum hours of business for all
tenants of the Shopping Center and Tenant agrees that commencing with its
initial opening for business in the Premises and for the remainder of the Term
it shall be continuously open for business during all hours on all days that the
Shopping Center is open for business to the public, as determined by Landlord in
its sole discretion (the "Shopping Center Business Hours"). Tenant further
agrees to continuously illuminate its window displays, exterior signs and
exterior advertising displays during Shopping Center Business Hours.
Notwithstanding anything to the contrary contained herein, Tenant shall not be
required to remain open on Sundays or national holidays.

21.3 Radius Provision. If, during the first 5 years after Tenant initially opens
for business in the Premises, Tenant directly or indirectly operates or owns
within Tenant's Radius any type of business (other than a business already
operated or owned by Tenant on the date of this Lease) similar to its business
in the Premises (a "Similar Business"), Landlord may, at its option and for so
long as Tenant is operating such Similar Business(es), include the net sales (as
"Net Sales" is defined in Section 10.1) of each such Similar Business with the
Net Sales made from the Premises for the purpose of computing the percentage
rent due from Tenant under this Lease. Tenant shall provide Landlord with a
statement of Tenant's Net Sales in accordance with the provisions of Sections
10.1 and 10.2 hereof for each Similar Business operated by Tenant within Tenants
Radius. If after expiration of this 5 year period Tenant continues to operate an
existing Similar Business or opens another Similar Business within Tenant's
Radius, then the Minimum Annual Rent payable under Article 9 hereof shall be
adjusted promptly following expiration of such 5 year period in the case of an
existing Similar Business(es), and from time to time upon the opening of another
Similar Business, in the following manner: From the statements of Net Sales
submitted by Tenant under Article 10 and this Section 21.3, Landlord shall
compute a sum which represents the highest annual percentage rental paid or
payable by Tenant under Sections 9.4 and 21.3 hereof during any consecutive 12
month period of the immediately preceding 60 month period, and this sum, if any,
shall be added to the amount from time to time specified in Sections 3.h., 9.1,
9.2 and this Section 21.3 as the then Minimum Annual Rent. This resulting sum
shall be the new Minimum Annual Rent payable beginning with the expiration of
the first 5 years of the Term or the date of opening for business of such other
Similar Business(es) within Tenant's Radius, whichever is applicable, and shall
be subject to further adjustment thereafter in accordance with Section 9.2
hereof. Whenever a Similar Business opens for business within Tenant's Radius,
Tenant shall give Landlord written notice of the location and opening date of
such Similar Business. Landlord shall give Tenant written notice of the new
Minimum Annual Rent payable by Tenant hereunder whenever adjusted as herein
provided.

22. REPAIR AND MAINTENANCE OF THE PREMISES.

22.1 Tenant's Obligations. Tenant shall, at its expense and at all times from
and after substantial completion of the Premises, repair, replace and maintain
in good and tenantable condition, the Premises and every part thereof (except
portions of the Premises to be maintained by Landlord under Section 22.2),
including without limitation, the utility meters, pipes and conduits serving the
interior of the Premises, all fixtures, the storefront, plate glass, all signs,
locks and closing devices, all window sashes, casements or frames, doors and
door frames, security grilles or similar enclosures, floor coverings, including
carpeting, terrazzo or other special flooring, all other equipment installed in
the Premises, and all such items of repair, maintenance, alteration and
improvement or reconstruction to the Premises as may at any time or from time to
time be required by any governmental agency having jurisdiction thereof. All
exterior and interior glass in the Premises shall be maintained by Tenant and
any glass broken shall be promptly replaced by Tenant at its expense with glass
of the same kind, size and quality.

Landlord shall, at Tenant's expense, contract with a qualified service company
for the monthly maintenance of the HVAC system serving the Premises. Landlord
may bill Tenant for the cost of such HVAC maintenance contract as part of Common
Area Costs under Article 25 hereof.

Upon surrender of the Premises, Tenant shall deliver the Premises to Landlord in
good order, condition and repair, but Tenant shall not be responsible for
ordinary wear and tear to the Premises, damage due to insured casualty losses
covered by Article 23 or for any items of repair which are Landlord's obligation
under Section 22.2.

22.2 Landlord's Obligations. Subject to Tenant's obligations under Section 22.1
and Landlord's further obligations, if any, under Section 25.2, Landlord shall,
at the expense of Tenant and all other tenants of the Shopping Center, repair
and maintain in good and tenantable condition the roof, exterior walls,
structural parts of the Premises and Building (including the structural floor)
and HVAC system serving the Premises. Landlord shall bill Tenant for Tenant's
Proportionate Share of the cost of such repairs and maintenance as a part of
Common Area Costs under Article 25 hereof.

Notwithstanding anything to the contrary contained herein, (1) Tenant shall be
responsible for the cost of repairs to the HVAC system serving the Premises
(which Landlord may bill to Tenant as a part of Common Area Costs under Article
25 hereof), and (2) Tenant shall be responsible at its expense for making any
repairs necessitated by reason of the negligence of Tenant, or by reason of the
failure of Tenant to perform or observe any of its obligations under this Lease
or by reason of alterations, additions, or improvements to the Premises made by
Tenant. Notwithstanding the foregoing, Landlord shall have the right (but snail
not be required to) make such repairs so necessitated by Tenant. If Landlord
elects to make such repairs on Tenant's behalf, Tenant shall pay to Landlord any
such costs incurred by Landlord promptly following receipt of a bill therefor.

It is understood and agreed that Landlord is under no obligation to make any
repairs, alterations, replacements or improvements to the Premises or the
mechanical equipment exclusively serving the Premises at any time except as
expressly set forth in this Lease.

Notwithstanding anything to the contrary contained in this Lease, Landlord shall
not be liable to Tenant for failure to make repairs required of Landlord
hereunder unless Tenant has previously notified Landlord in writing of the need
for such repairs and Landlord has failed to commence and complete those repairs
within a reasonable period of time following receipt of Tenant's notice.

22.3 Tenant's Failure to Maintain Premises. If Tenant fails to repair or
maintain the Premises, or any part thereof, in a manner reasonably satisfactory
to Landlord, Landlord shall have the right (in addition to all other rights and
remedies provided herein for breach of this Lease), upon giving Tenant
reasonable written notice of its election to do so (and opportunity to cure), to
make

<PAGE>



such repairs or perform such maintenance on behalf of and for the account of
Tenant. In such event the cost of such work shall be paid to Landlord by Tenant
promptly following receipt of a bill therefor.

22 4 Landlord's Right of Entry. Landlord or its authorized representatives may
enter the Premises at all times during Shopping Center Business Hours to inspect
the Premises, make repairs to the Premises authorized hereunder or perform any
work there.n (i) needed to comply with any laws, ordinances, rules or
regulations of any public authonty or the Insurance Services Office or any
similar body, (ii) that Landlord deems necessary to prevent waste or
deterioration in or to the Premises if Tenant fails to make repairs or perform
required work promptly after receipt of written demand from Landlord, or (lii)
that Landlord deems necessary in connection with the expansion, reduction,
remodeling, or renovation of any portion of the Shopping Center. Nothing herein
implies any duty of Landlord to do any such work which, under any provision of
this Lease, Tenant is required to do, nor shall Landlord's performance of any
repairs on behalf of Tenant constitute a waiver of Tenant's default in failing
to do such work. No exercise by Landlord of any rights hereunder shall entitle
Tenant to any compensation, damages or abatement of Rent for any injury or
inconvenience occasioned by such exercise. If Landlord makes or performs any
repairs provided for in (i) or (ii) above, Tenant shall pay the cost thereof to
Landlord as additional rent promptly upon receipt of a bill therefor. The
Landlord's entry into the Premises and/or the shopping center shall not
interfere with Tenant s day to day business activities.

23. CASUALTY DAMAGE AND RECONSTRUCTION.

23.1 Insured Casualty. If the Premises are damaged by fire or other perils
covered by Landlord's fire and extended coverage insurance, then within 90 days
after the date of such damage Landlord shall commence repair, reconstruction and
restoration of the Premises and diligently complete such repairs, in which event
this Lease shall continue in full force and effect. Notwithstanding the
foregoing, if there is partial or total destruction of the Premises during the
last 3 years of the Term, Landlord and Tenant shall each have the option to
terminate this Lease by written notice to the other given within 30 days after
such destruction. For purposes of this option "partial destruction" shall mean
destruction to the extent of 33V3%or more of the full replacement cost of the
Premises as of the date of destruction.

23.2 Uninsured Casualty. If the Premises are damaged to any extent by act of
war, nuclear reaction, nuclear radiation or radioactive contamination, or from
any other casualty not covered by Landlord's fire and extended coverage
insurance (including flood or earthquake damage if not covered under insurance
maintained by Landlord), Landlord may within 90 days following the date of such
damage, either (a) commence repair, reconstruction or restoration of the
Premises and diligently complete it, in which event this Lease shall continue in
full force and effect, or (b) elect not to repair, reconstruct or restore the
Premises, in which event this Lease shall cease and terminate as of the date of
destruction. In either such event Landlord shall give Tenant written notice of
its election hereunder within said 90 day period.

23.3 Reconstruction Responsibilities. Any reconstruction of the Premises under
this Article 23 shall conform to the provisions of Exhibit "C" and shall cover
all work set forth therein as "Landlord's Work" and Tenant's Work". Landlord
shall reconstruct the Premises only to the extent of Landlord's Work. Tenant, at
its expense, shall reconstruct all items set forth as Tenant's Work, and shall
replace its merchandise, trade fixtures, furniture, furnishings and equipment.
Tenant shall commence reconstruction of Tenant's Work promptly upon delivery to
it of possession of the Premises by Landlord with Landlord's Work substantially
completed and shall diligently complete Tenant's Work, replace its merchandise,
trade fixtures, furniture, furnishings and equipment, and resume normal business
operations in the Premises.

23.4 Release from Liability. Upon any termination of this Lease under any of the
provisions of this Article 23 each party shall be released from further
obligations to the other party under this Lease, except for any obligations
which have previously accrued. In the event of termination of this Lease, all
proceeds from Tenant's fire and extended coverage insurance under Section 14.1
covering the items set forth as Tenant's Work" in Exhibit "C" and Tenant's
leasehold improvements, but excluding proceeds for trade fixtures, furnishings,
furniture, merchandise, signs and other personal property, shall be paid to
Landlord.

23.5 Abatement of Rent. In the event of reconstruction of the Premises under
this Article 23, the Minimum Annual Rent otherwise payable under this Lease
shall be abated proportionately with the degree to which Tenant's use of the
Premises is impaired. Such abatement shall commence on the date of destruction
and continue during any period of reconstruction and replacement provided for in
Section 23.3. Tenant shall continue to operate its business on the Premises
during any such abatement period to the extent practical as a matter of prudent
business management, and the obligation of Tenant to pay percentage rental and
additional rent hereunder shall remain in full force and effect. Tenant shall
not be entitled to any compensation or damages from Landlord for loss of the use
of the whole or any part of the Premises, Building, Shopping Center or Tenant's
personal property, or for any inconvenience or annoyance suffered by reason of
damage or destruction thereto, or the reconstruction or replacement thereof.

23.6 Waivor of Statutory Rights of Termination. Tenant hereby waivoo any
otatutory righto of termination which moy arise by roaoon of any partial or
total dootruotion of tho Promiooo, Building or Shopping Contor which Landlord io
obligatod-to restore of-may reatore under any of tho provisions of thio Loaoo.

24. EMINENT DOMAIN.

24.1 Takings Resulting in Termination. If the entire Premises is appropriated or
taken (a "taking") under the power of eminent domain by any public or
quasi-public authority (an "authority"), this Lease shall terminate as of the
date of such taking.

If 25% or more of the Floor Area of the Premises is taken under the power of
eminent domain by any authority, or if by reason of any taking, regardless of
the amount taken, the remainder of the Premises is not one undivided parcel of
property, either Landlord or Tenant may terminate this Lease as of the date
Tenant is required to vacate a portion of the Premises, upon giving notice in
writing of such election within 30 days after receipt by Tenant from Landlord of
written notice that the Premises have been so taken. Landlord shall promptly
give Tenant notice in writing of any taking after learning of it.

If more than 25% of the Floor Area of the Shopping Center or of the Common Areas
is taken (whether or not the Premises are so taken) under the power of eminent
domain by any authority, Landlord shall have the right to terminate this Lease
as of the date any such areas are to be initially vacated by giving Tenant
written notice of such election within 30 days of the date of such taking.

If this Lease is terminated as provided in this Section 24.1 Landlord and Tenant
shall each be released from any further obligations to the other party under
this Lease, except for any obligations which have previously accrued.

24.2 Takings Not Resulting in Termination. If both Landlord and Tenant elect not
to exercise any right granted hereunder to terminate this Lease in connection
with a taking, or the Lease is not terminable in connection with a taking,
Tenant shall continue to occupy that portion of the Premises which was not
taken, and (a) at Landlord's cost and expense and as soon as reasonably
possible, Landlord will restore the Premises on the land remaining to a complete
unit of like quality and character as existed

<PAGE>

prior to such taking; and (b) the Minimum Annual Rental provided for in Section
3.h. and Article 9 shall be reduced on an equitable basis, taking into account
the relative value of the portion of the Premises taken as compared to the
portion remaining. Tenant hereby waives any statutory rights of termination
which may arise by reason of any partial taking of the Premises under the power
of eminent domain.

24.3 Award. If this Lease is terminated under Section 24.1, or modified under
Section 24.2, Landlord shall be entitled to receive the entire condemnation
award for the taking of all real property interests in the Premises. The Rent
and other charges for the last month of Tenant's occupancy shall be prorated and
Landlord shall refund to Tenant any Rent or other charges paid in advance.
Notwithstanding the foregoing and provided Tenant's award does not reduce or
affect Landlord's award, Tenant's right to receive a condemnation award for the
taking of its merchandise, Personal Property, goodwill, relocation expenses
and/or interests in other than the real property taken shall not be affected in
any manner by the provisions of this Section 24.3.

24.4 Transfer Under Threat of Taking. For the purposes of this Article 24, a
voluntary sale or conveyance under threat of and in lieu of condemnation shall
be deemed a taking under the power of eminent domain.

25. COMMON AREAS.

25.1 Use of Common Areas. Tenant and its employees and invitees are, except as
otherwise specifically provided in this Lease or the Shopping Center rules and
regulations or as otherwise designated from time to time by Landlord, authorized
to use the Common Areas in common with other persons during the Term. Landlord
agrees that the Common Areas shall be initially constructed on the areas
generally shown on Exhibit "A", and, subject to the preceding sentence, shall be
maintained and operated at all times following completion thereof for the
benefit and/or use of the customers and patrons of Tenant and of other tenants,
owners and occupants of the Shopping Center. The original construction and
installation of the Common Areas shall be at Landlord's expense.

25.2 Landlord's Maintenance Responsibilities; Common Area Costs. Landlord shall
keep the Common Areas and Shopping Center neat, clean and orderly, properly
lighted and landscaped, and shall repair any damage to Common Area and Shopping
Center facilities. Notwithstanding the foregoing, all expenses incurred by
Landlord in connection with the operation, repair, cleaning and maintenance of
the Common Areas and the Shopping Center ("Common Area Costs") shall be charged
and prorated in the manner set forth in this Article 25.

Common Area Costs shall include without limitation, all sums expended in
connection with the Common Areas and Shopping Center for: general maintenance
and repairs; resurfacing; painting; restriping; cleaning; trash removal; snow
and ice removal; sweeping and janitorial services; lighting, HVAC and other
utility expenses; maintenance, repair, cleaning and replacement of public
toilets, music program equipment and loudspeakers, sidewalks, stairways, curbs,
Shopping Center signs, sprinkler systems, planting and landscaping, floors,
walls, ceilings, roofs, skylights, windows, directional signs, markers and
bumpers, fire protection systems and equipment (including fire sprinklers),
security systems, lighting systems and fixtures (including replacement of tubes
and bulbs), storm drainage systems, plumbing, electrical, HVAC and other utility
systems which do not exclusively serve the interior of tenants' premises, and
all mechanical equipment (including automatic door openers, escalators and
elevators); personnel to implement the foregoing services, including, if
Landlord deems necessary, the cost of security guards; all on-site costs and
personnel expenses of Landlord incurred to manage the Shopping Center (which may
be contracted for with third parties); all real (as generally defined in Section
9.3b of this Lease) and personal (as generally defined in Section 19.3 of this
Lease) property taxes and assessments on the improvements and land comprising
the Common Areas and Shopping Center or any personalty in use on the Common
Areas or Shopping Center; any sums paid to third parties for the purpose of
seeking reduction of property taxes; any governmental imposition or surcharge
imposed upon Landlord or assessed against any portion of the Common Areas or
Shopping Center; depreciation on maintenance and operating machinery and
equipment (if owned) and rental paid for such machinery and equipment (if
rented); and premiums for adequate comprehensive general liability and property
damage insurance covering Landlord's ownership and operation of the Common Areas
and Shopping Center, fire and extended coverage insurance on the Common Areas
and the Shopping Center (which may include earthquake and flood damage
endorsements) and vandalism and plate glass insurance covering the Common Areas
and Shopping Center. Common Area Costs shall also include a charge for
appropriate reserves for the costs of repainting, re-roofing and resurfacing
Common Areas. In addition, Common Area Costs shall include a sum to be payable
to Landlord for supervision of the Common Areas and for accounting, bookkeeping
and collection of Common Area Costs, in an amount equal to 10% of the total of
all of the foregoing Common Area Costs incurred in each calendar year. Landlord
may have any or all services and management performed in connection with the
Common Areas and Shopping Center provided by an independent contractor(s).

If Landlord acquires, constructs or makes available for Common Area purposes
land or improvements not shown as part of the Shopping Center on Exhibit "A",
then Common Areas Costs shall also include all of the expenses itemized above
incurred and paid in connection with such additional land or improvements.

25.3 Method of Payment. Portions of the Shopping Center may be owned or leased
by the occupants of those buildings designated by Landlord as a "Major Store" on
Exhibit "A" (hereinafter referred to as the "Major Store Occupants"). The
contributions of the Major Store Occupants towards the Common Area Costs shall
be credited toward payment of the entirety of the Common Area Costs and the
balance of the Common Area Costs shall be prorated among the other tenants of
the Shopping Center in the following manner:

(i) From and after the date Rent has commenced, and thereafter during the Term,
Tenant shall pay to Landlord, on the first day of each calendar month, an amount
estimated by Landlord to be Tenant's Proportionate Share of Common Area Costs
for the period covered by such estimate. This estimated monthly charge may be
adjusted by Landlord at the end of any calendar month on the basis of Landlord's
experience and reasonably anticipated Common Area Costs.

(ii) Within 60 days following the end of each calendar year (or as soon
thereafter as possible), Landlord shall furnish Tenant with a statement showing
the actual total of Common Area Costs for the preceding year, the actual amount
of Tenant's Proportionate Share of Common Area Costs for that year and the
payments made by Tenant for that year under subparagraph (i) above. If Tenant's
Proportionate Share of Common Area Costs exceeds the estimated payments made by
Tenant under subparagraph (i) above, Tenant shall pay Landlord the deficiency
within 10 days after receipt of such statement. If Tenant's estimated payments
exceed Tenant's Proportionate Share of Common Area Costs, Tenant may offset the
excess against payments thereafter coming due under subparagraph (i) above or
receive a refund following the expiration of the Term. There shall be an
appropriate adjustment of Tenant's Proportionate Share of Common Area Costs as
of the commencement of Rent and expiration of the Term. Landlord's and Tenant's
obligations hereunder shall survive expiration of the Term.

<PAGE>



Tenant's failure to pay any sums due hereunder shall constitute a default under
this Lease equivalent to a failure to pay Minimum Annual Rent when due.

25.4 Control of Common Areas. Landlord shall have the right at all times to
determine the nature and extent of the Common Areas and to make changes from
time to time which in Landlord's opinion are desirable and in the best interests
of all persons using the Common Areas. Landlord's rights hereunder include
without limitation, the right to install, remove, relocate and change driveways,
entrances, exits, automobile parking spaces, the direction and flow of traffic,
prohibited areas, landscaped areas, utilities and all facilities of the
foregoing.

Landlord shall have exclusive control of the Common Areas, and may, without
limitation, lease space within the Common Areas to tenants for the sale of
merchandise or services, and permit advertising displays, educational displays
and entertainment in the Common Areas; provided, however, none of the foregoing
shall materially adversely affect the visibility or accessibility of the
Premises. Landlord may at any time and from time to time during the Term exclude
and restrain any person from use or occupancy of the Common Areas, except for
bona fide customers, patrons and service suppliers of Tenant and other tenants
and occupants of the Shopping Center who use the Common Areas in accordance with
the rules and regulations then established by Landlord. The rights of Tenant
under this Article 25 shall at all times be subject to the rights of Landlord,
the other tenants of Landlord and the other owners and occupants of the Shopping
Center to use the Common Areas in common with Tenant. Tenant shall not create or
permit any obstructions in the Common Areas and shall permit its customers,
patrons and service suppliers to use the Common Areas only for normal parking
and ingress and egress to and from the Building occupied by Tenant.

25.5 flutes and Regulations. Landlord shall have the right to establish, and
from time to time change, alter and amend, and to enforce against Tenant and the
other users of the Common Areas, such reasonable rules and regulations
(including the exclusion of employees' parking from Common Areas) as Landlord
may deem necessary or advisable for the proper and efficient operation and
maintenance of the Common Areas and Shopping Center. The rules and regulations
may include, without limitation, the hours during which the Common Areas,
including any enclosed mall, shall be open for use. If incorporated as a part of
this Lease as of the effective date of this Lease, Tenant shall comply with the
Rules and Regulations attached to this Lease as Exhibit "B".

25.6 Employee Parking. Landlord shall at all times have the right to designate a
particular parking area to be used by employees of Tenant and other occupants of
the Shopping Center and any such designation may be changed by Landlord from
time to time. Tenant and its employees shall park their cars only in those
portions of the Common Areas, if any, designated for that purpose by Landlord.
Tenant shall furnish Landlord from time to time with an accurate current list of
its and all its employees' automobile license plate numbers within 15 days after
taking possession of the Premises and thereafter within 5 days after any change
in the accuracy of the list. If Tenant or its employees fail to park their cars
in designated parking areas, Landlord may charge Tenant $25.00 per day per car
for each such violation and shall have the right to have any such car towed
away. All amounts due under the provisions of this Section 25.6 shall be payable
by Tenant within 10 days after demand by Landlord. The Landlord shall not
establish parking in the parking area that will create a hardship and/or unsafe
conditions for the Tenant's employees.

26. DEFAULTS BY TENANT.

26.1 Events of Default. Each of the following shall constitute a material
default and breach under this Lease:

(a) If Tenant is at any time in default of its obligation to pay any Rent or
other charges, and such default continues for more than 10 days after written
notice of such default;

(b) If Tenant is in default in the prompt and full performance of any other of
its obligations under this Lease and such default continues more than 30 days
after written notice specifying the particulars of such default;

(c) If Tenant vacates or abandons the Premises or otherwise fails to occupy and
operate the Premises in accordance with Article 21;

(d) (i) If Tenant or any guarantor of this Lease makes a general assignment or
general arrangement for the benefit of creditors; or (ii) if a petition for
adjudication of bankruptcy or for reorganization or rearrangement is filed by or
against Tenant or any guarantor and is not dismissed within thirty (30) days; or
(iii) if a trustee or receiver is appointed to take possession of substantially
all of Tenant's assets located at the Premises or of Tenant's interest in this
Lease and possession is not restored to Tenant within thirty (30) days; or (iv)
if substantially all of Tenant's assets located at the Premises or of Tenant's
interest in this Lease is subjected to attachment, execution or other judicial
seizure which is not discharged within thirty (30) days. If a court of competent
jurisdiction determines that any of the acts described in this subparagraph (d)
is not a default under this Lease, and a trustee is appointed to take possession
of Tenant's assets or if Tenant remains a debtor in possession and such trustee
or Tenant transfers Tenant's interest in this Lease, then Landlord shall
receive, as additional rent, the excess, if any, of the rent (or any other
consideration) paid in connection with such assignment or sublease over the Rent
payable by Tenant hereunder; or

(e) If any guarantor of the Lease revokes or otherwise terminates, or purports
to revoke or otherwise terminate, any guaranty of all or any portion of Tenant's
obligations under the Lease. Unless otherwise expressly provided, no guaranty of
the Lease is revocable.

26.2 Remedies Upon Breach of Lease. On the occurrence of any breach of this
Lease by Tenant, Landlord may, at any time thereafter, with or without notice or
demand and without limiting Landlord in the exercise of any right or remedy
which Landlord may have:

(a) Terminate Tenant's right to possession of the Premises and reenter the
Premises by any lawful means, in which case this Lease shall terminate. In such
case Tenant shall immediately surrender possession of the Premises to Landlord;
or

(b) Maintain Tenant's right to possession of the Premises, in which case this
Lease shall continue in effect whether or not Tenant has abandoned the Premises.
In such event Landlord shall be entitled to enforce all Landlord's rights and
remedies under this Lease, including the right to recover the Rent as it becomes
due and Landlord shall have the right to occupy or re-let the whole or any part
of the Premises for the account of Tenant; or

(c) Pursue any other remedy now or hereafter available to Landlord under the
laws or judicial decisions of the state in which the Shopping Center is located.

If Landlord reenters the Premises under the provisions of subparagraph (b)
above, Landlord shall not be deemed to have terminated this Lease, or the
liability of Tenant to pay any Rent or other charges that are due or thereafter
accruing, or Tenant's liability for damages under any of the provisions hereof.
In the event of any entry or taking possession of the Premises as


<PAGE>

aforesaid, Landlord shall have in addition to its rights under Section 26.4
hereof, the right, but not the obligation, to remove frorti the Premises any
personal property located therein and to place it in storage at a public
warehouse at the expense and risk of Tenant.

Notwithstanding any other term or provision hereof to the contrary, this Lease
shall terminate on the occurrence of any act which affirms Landlord's intention
to terminate this Lease as provided in this Section 26.2, including the filing
of an unlawful detainer action against Tenant. On such termination, Landlord's
damages for default shall include all costs and fees, including reasonable
attorneys' fees, incurred by Landlord in connection with the filing,
commencement, pursuing or defending of any action in any bankruptcy court or
other court with respect to the Lease, the obtaining of relief from any stay in
bankruptcy restraining any action to evict Tenant, or the pursuing of any action
with respect to Landlord's right to possession of the Property. All such damages
suffered (apart from Minimum Annual Rent and other Rent payable hereunder) shall
constitute pecuniary damages which must be reimbursed to Landlord prior to
assumption of the Lease by Tenant or any successor to Tenant in any bankruptcy
or other proceeding.

Landlord's exercise of any right or remedy shall not prevent it from exercising
any other right or remedy.

It is understood and agreed that this Lease is a lease of real property in a
shopping center within the meaning of 11 U.S.C. Section 365(b)(3) of the
Bankruptcy Code.

26.3 Landlord's Damages. If Landlord elects to terminate this Lease and Tenant's
right to possession of the Premises in accordance with the provisions of this
Lease, Landlord may recover from Tenant as damages, all of the following:

(i) The worth at the time of award of any unpaid Rent and other charges which
has been earned at the time of such termination; plus

(ii) The worth at the time of award of the amount by which the unpaid Rent and
other charges which would have been earned after termination until the time of
award exceeds the amount of such rental loss Tenant proves Landlord could have
reasonably avoided; plus

(iii) The worth at the time of award of the amount by which the unpaid Rent and
other charges which Tenant would have paid for the balance of the Term after the
time of award exceeds the amount of such rental loss that Tenant proves Landlord
could have reasonably avoided; plus

(iv) Any other amount necessary to compensate Landlord for all the detriment
proximately caused by Tenant's failure to perform its obligations under this
Lease or which in the ordinary course of things would be likely to result
therefrom, including without limitation, any costs or expenses incurred by
Landlord in (a) maintaining or preserving the Premises after such default, (b)
recovering possession of the Premises, including reasonable attorneys' fees
therefor, (c) expenses of reletting the Premises to a new tenant, including
necessary renovations or alterations of the Premises, reasonable attorneys' fees
incurred, and leasing commissions incurred; plus

(v) Such other amounts in addition to or in lieu of the foregoing as may be
permitted from time to time by the laws of the State where the Shopping Center
is located.

As used in subparagraphs (i) and (ii) above, the "worth at the time of award" is
computed by allowing interest on unpaid amounts at the rate of 10% per annum. As
used in subparagraph (iii) above, the "worth at the time of award" is computed
by discounting such amount at the discount rate of the Federal Reserve Bank
located nearest to the Shopping Center in effect at the time of award, plus 1%.

For purposes of this Article 26, all Rent other than Minimum Annual Rent, shall,
for purposes of calculating any amount due under the provisions of subparagraph
(iii) above, be computed on the basis of the average monthly amount of Rent
payable by Tenant during the immediately preceding 36 month period, except that
if it becomes necessary to compute such rental before such 36 months of the Term
has expired, then such Rent shall be computed on the basis of the average
monthly amount of Rent payable during such shorter period.

26.4 Fixtures and Personal Property. In the event of Tenant's default, all of
Tenant's merchandise, Fixtures and other Personal Property shall remain on the
Premises, and during the period of default Landlord shall have the right to take
the exclusive possession of such items and to use them free of charge until all
defaults are cured, or, at Landlord's option, to require Tenant to forthwith
remove such items.

The rights and remedies given to Landlord in this Article shall be in addition
and supplemental to all other rights or remedies which Landlord may have under
the laws in force when the default occurs.

26.5 Wo Waiver. The waiver by Landlord of any breach by Tenant of any term,
covenant or condition contained in this Lease shall not be deemed to be a waiver
of such term, covenant or condition, of any subsequent breach thereof, or of any
other term, covenant or condition of this Lease. The subsequent acceptance of
Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding
breach by Tenant of any term, covenant or condition of this Lease or of any
right of Landlord to a forfeiture of the Lease by reason of such breach,
regardless of Landlord's knowledge of such preceding breach at the time of
acceptance of such Rent. No term, covenant or condition of this Lease shall be
deemed to have been waived by Landlord unless such waiver is in writing and
signed by Landlord.

27. DEFAULTS BY LANDLORD.

If Landlord fails to perform any covenant, condition, or agreement contained in
this Lease within 30 days after receipt of written notice from Tenant specifying
such failure (or if such failure cannot reasonably be cured within 30 days, if
Landlord does not commence to cure the failure within that 30 day period), then
such failure shall constitute a default hereunder and Landlord shall be liable
to Tenant for any damages sustained by Tenant as a result of Landlord's default;
provided, however, it is expressly understood and agreed that if Tenant obtains
a money judgment against Landlord resulting from any default or other claim
arising under this Lease, that judgment shall be satisfied only out of the
rents, issues, profits, and other income actually received on account of
Landlord's right, title and interest in the Premises, Building and/or Shopping
Center, and no other real, personal or mixed property of Landlord (or of any of
the partners which comprise Landlord, or of partners or principals of such
partners comprising Landlord, if any, or of Landlord's officers, shareholders or
directors, if any) wherever situated, shall be subject to levy, attachment or
execution, or otherwise used to satisfy any such judgment. Tenant hereby waives
any right to satisfy a judgment against Landlord except from the rents, issues,
profits and other income actually received on account of Landlord's right, title
and interest in the Premises, Building and/or Shopping Center. t
<PAGE>



If/after notice to Landlord of default, Landlord (or any first mortgagee or
first deed of trust beneficiary of Landlord) fails to cure trie default as
provided below, then (subject to the provisions of Section 22.2. hereof) Tenant
shall have the right to cure that default at Landlord's expense. In such case
Landlord shall pay the reasonable cost of such cure promptly following receipt
of a bill from Tenant itemizing the cost of such cure. Tenant shall not have the
right to terminate this Lease or to withhold, reduce or offset any cost of such
cure against any payments of Rent or any other charges due and payable to
Landlord under this Lease, except as otherwise specifically provided in this
Lease.

Tenant agrees to send by certified or registered mail to any mortgagee or deed
of trust beneficiary of the Shopping Center whose address has been furnished to
Tenant, a copy of any notice of default served by Tenant on Landlord. If
Landlord fails to cure such default within the time provided for in this Lease,
Tenant shall provide any such mortgagee or beneficiary with notice of such
failure and such mortgagee or beneficiary shall have an additional 30 days
following receipt of such notice to cure such default; provided that if such
default cannot reasonably be cured within that additional 30 day period, then
such mortgagee or beneficiary shall have such additional time to cure the
default as is reasonably necessary under the circumstances. 27.1 See Addendum.

28. ATTORNEYS'FEES.

If at any time after the date hereof either Landlord or Tenant institutes any
action or proceeding against the other relating to the provisions of this Lease
or any default hereunder, the losing party in such action or proceeding shall
reimburse the winning party for its reasonable expenses of attorneys' fees and
all costs and disbursements incurred, including, without limitation, any such
fees, costs pt disbursements incurred on any appeal from such action or
proceeding. Subject to the provisions of local law, the winning party shall
recover all such fees, costs or disbursements as costs taxable by the court or
arbiter in the action or proceeding itself without the necessity for a
cross-action by the winning party.

29. SUBORDINATION -- ATTORNMENT.

29.1 Subordination. Within 10 days after receipt of a written request from
Landlord, any first mortgagee or first deed of trust trustee or beneficiary of
Landlord, or any lessor of Landlord, Tenant shall, in writing, subordinate its
rights under this Lease to the lien or security interest of the first mortgage
or deed of trust (including all future advances made thereunder subsequent to
the effective date of this Lease), the interest of any lease in which Landlord
is the lessee, or any REA that may burden the Premises, Building, Shopping
Center, Property or any future improvements made to the Property.

29.2 Attornment If Landlord's interest in the Premises is acquired by any ground
lessor, beneficiary under a deed of trust, mortgagee or purchaser at a
foreclosure sale, then Tenant shall upon request, attorn to such transferee of
or successor to Landlord's interest in the Premises and recognize such
transferee or successor as Landlord under this Lease, provided such transferee
or successor accepts the Premises subject to this Lease.

29.3 Estoppel Certificate. Tenant shall, at any time and from time to time, upon
not less than 10 days' prior written notice from Landlord, execute, acknowledge
and deliver to Landlord a written statement substantially in the form of Exhibit
"D" certifying (i) that this Lease represents the entire agreement between
Landlord and Tenant, and is unmodified and in full force and effect (or, if
modified, stating the nature of such modification and certifying that this
Lease, as so modified, is in full force and effect), (ii) the dates to which the
Rent and other charges are paid in advance, if any; (iii) the Commencement Date
and expiration date of the Lease Term, (iv) whether Tenant has assigned or
transferred this Lease or any interest of Tenant therein; and (v) that there are
not, to Tenant's knowledge, any uncured defaults on the part of Landlord
hereunder and that Tenant has no right of offset, counterclaim or deduction
against Rent, or specifying such defaults if any are claimed together with the
amount of any offset, counterclaim or deduction alleged by Tenant. Any such
statement may be relied upon by any prospective purchaser or lender upon the
security of the real property of which the Building and the Premises are a part.
Tenants failure to deliver such statement within the time required shall be
conclusive and binding upon Tenant that (a) this Lease is in full force and
effect, without modification except as may be represented by Landlord, (b) there
are no uncured defaults in Landlord's performance and that Tenant has no right
of offset, counterclaim or deduction against Rent, and (c) no more than one
month's Rent has been paid in advance.

30. QUIET POSSESSION.

Landlord agrees that Tenant, upon paying the Rent and timely performing its
obligations under this Lease, may quietly have, hold and enjoy the Premises
during the Term or any extension thereof; subject, however, to any rights of
entry specifically granted to Landlord hereunder, any REA and any mortgages,
deeds of trust, ground or underlying leases, agreements, encumbrances and/or
other Matters of Record to which this Lease is subordinate.

31. MERCHANTS'ASSOCIATION.

31.1 Merchants' Association. If either Landlord or a majority of tenants in the
Shopping Center determine at any time that it is in the best interests of the
Shopping Center, Tenant will become a member of, participate fully in, and
remain in good standing in a non-profit Merchants' Association (the
"Association") formed and organized for tenants occupying premises in the
Shopping Center, and Tenant will abide by the by-laws, rules and regulations of
such Association. Landlord and each member tenant shall have one vote in the
operation of the Association. The articles of incorporation and by-laws of the
Association shall be approved by a majority vote of the Association members and
shall be subject to amendment as provided in the by-laws. The objectives of the
Association shall be to encourage its members to deal fairly and courteously
with their customers, to encourage ethical business practices, and to assist the
business of the tenants by sales promotion and centerwide advertising. Tenant
agrees to pay annual dues to the Association in an amount and at the time
determined by a vote of the members of the Association from time to time.
Default in payment of such dues shall be deemed a default in payment of Rent
hereunder.

31.2 Grand Opening Promotional Fund. Tenant shall separately pay when billed the
sum of $.25 per square foot of Floor Area in its Premises to provide Landlord
with funds to promote the "grand opening" of the Shopping Center, and/or
Tenant's business.

32. CAPTIONS; JOINT AND SEVERAL LIABILITY.

32.1 Captions. The captions of the Articles and Sections of this Lease are for
convenience only, are not operative parts of this Lease and do not in any way
limit or amplify the terms and provisions of this Lease.


<PAGE>



32.2 Joint and Several Liability. If two or more persons or entities execute
this Lease as Landlord or Tenant then such persons or entities shall be jointly
and severally liable for compliance with and performance of all the terms,
covenants and provisions of this Lease.

33. NOTICES. Wherever this Lease requires or permits notice or demand to be
given by either party to the other, such notice or demand shall be in writing
and given or served either personally or in writing forwarded by certified mail,
return receipt requested, addressed to the parties at the addresses specified in
Section 3.g. hereof. Either party may change such address by written notice to
the other as herein provided.

34. OBLIGATIONS OF SUCCESSORS. Except as otherwise provided herein, all of the
provisions of this Lease shall bind and inure to the benefit of the parties
hereto, and their respective heirs, legal representatives, successors and
assigns.

35. CONSENT OF LANDLORD AND TENANT. Wherever in this Lease consent or approval
is required from either party to any action by the other, such consent or
approval shall be given in writing and shall not be unreasonably withheld,
unless otherwise expressly permitted in this Lease. Landlord shall not be deemed
to have withheld its consent unreasonably where Landlord's right to give its
consent is dependent on Landlord obtaining the consent of any other person,
agency or authority having the right to withhold its consent pursuant to any
agreement or law and such person, agency or authority does withhold its consent.

If Landlord or Tenant unreasonably fails to give any such consent, the other
party shall be entitled to specific performance in equity and shall have such
other remedies as are reserved to it under this Lease, but in no event shall
Landlord or Tenant be responsible in monetary damages for failure to give
consent unless such consent is withheld maliciously or in bad faith.

36. SECURITY DEPOSIT.

36.1 Payment of Security Deposit. Tenant has deposited with Landlord the sum
specified in Section 2.k. hereof as the "Security Deposif, receipt of which is
hereby acknowledged. The Security Deposit shall be held by Landlord without
liability for interest as security for the faithful performance by Tenant of all
of its obligations under this Lease. The Security Deposit shall not be
mortgaged, assigned, transferred or encumbered by Tenant without the prior
written consent of Landlord and any such action by Tenant without such consent
shall be without force and effect and not binding on Landlord.

36.2 Application of Security Deposit. If any Rent herein reserved or any other
sum payable by Tenant to Landlord is overdue and unpaid or paid by Landlord on
Tenant's behalf, or if Tenant fails to perform any of its obligations under this
Lease, then Landlord may, at its option and without prejudice to any other
remedy which Landlord may have, appropriate and apply the entire Security
Deposit or so much as is necessary to compensate Landlord for loss of Minimum
Annual Rent or additional rent, or other damages sustained by Landlord due to
such default by Tenant. Tenant shall forthwith upon demand restore the Security
Deposit to the original sum deposited. If Tenant complies with all of the terms
of the Lease and promptly pays when due all Rent and all other sums payable by
Tenant under this Lease, the Security Deposit (or the balance thereof remaining)
shall be returned in full to Tenant not later than 14 days following the end of
the Term and delivery of possession of the Premises to Landlord.

36.3 Bankruptcy. In the event of bankruptcy or other debtor-creditor proceedings
against Tenant, the Security Deposit shall be deemed to be applied first to the
payment of Rent and other charges due Landlord for the earliest periods prior to
the filing of such proceedings.

36.4 Transfer of Landlord's Interest. Landlord may deliver the funds deposited
hereunder by Tenant to the purchaser of Landlord's interest in the Premises and
Landlord shall thereupon be discharged from any further liability to Tenant for
the Security Deposit. This provision shall also apply to any subsequent
transfers of Landlord's interest in the Premises. In the case of such transfer
of the Security Deposit, Landlord shall give written notice to Tenant of any
existing claims against the Security Deposit and of the name and address of
Landlord's successor.

37. MISCELLANEOUS.

37.1 Relationship of the Parties. Nothing contained in this Lease shall be
deemed or construed to create a partnership or joint venture between Landlord
and Tenant or between Landlord and any other party, or cause Landlord to be
responsible in any way for the debts or obligations of Tenant or anyone else.

37.2 Severability. If any provision of this Lease is determined to be void by
any court of competent jurisdiction, such determination shall not affect any
other provision of this Lease and all such other provisions shall remain in full
force and effect. It is the intention of the parties that if any provision of
this Lease is capable of two constructions, one of which would render the
provision void and the other of which would render the provision valid, then the
provision shall have the meaning which renders it valid.
37.3 Corporate Authority; Partnership Authority. If Tenant is a corporation,
each person signing this Lease on behalf of Tenant represents and warrants that
he has full authority to do so and that this Lease binds the corporation. Within
thirty (30) days after this Lease is signed, Tenant shall deliver to Landlord a
certified copy of a resolution of Tenant's Board of Directors authorizing the
execution of this Lease or other evidence of such authority reasonably
acceptable to Landlord. If Tenant is a partnership, each person or entity
signing this Lease for Tenant represents and warrants that he or it is a general
partner of the partnership, that he or it has full authority to sign for the
partnership and that this Lease binds the partnership and all general partners
of the partnership. Tenant shall give written notice to Landlord of any general
partner's withdrawal or addition. Within thirty (30) days after this Lease is
signed, Tenant shall deliver to Landlord a copy of Tenant's recorded statement
of partnership, certificate of limited partnership or other evidence of
partnership satisfactory to Landlord. 37.4 Entire Agreement. It is understood
that there are no oral or written agreements or representations between the
parties hereto affecting this Lease, and that this Lease supersedes and cancels
any and all previous negotiations, arrangements, representations, brochures,
displays, projections, estimates, agreements and understandings, if any, made by
or between Landlord and Tenant with respect to the subject mailer thereof, and
none thereof shall be used to interpret, construe, supplement or contradict this
Lease. This Lease, and all amendments hereto, are the only agreement between the
parties hereto. All negotiations and oral agreements acceptable to both parties
have been merged into and are included in this Lease.

<PAGE>



There are no other representations, covenants or warranties between the parties
and any reliance on representations of a party is based solely upon the express
representations, covenants and warranties contained in this Lease. Although the
printed provisions of this Lease were drawn by Landlord, the parties agree that
this circumstance alone shall not create any presumption, canon of construction
or implication favoring the position of either Landlord or Tenant. The parties
agree that any deletion of language from this Lease prior to its mutual
execution by Landlord and Tenant shall not be construed to have any particular
meaning or to raise any presumption, canon of construction or implication,
including, without limitation, any implication that the parties intended thereby
to state the converse, obverse or opposite of the deleted language.

37.5 Governing Law. The laws of the state where the Shopping Center is located
shall govern the validity, performance and enforcement of this Lease.

37.6 Waiver or Consent Limitations. A waiver of any breach or default under the
Lease shall not be a waiver of any other breach or default. Landlord's consent
to or approval of any act by Tenant requiring Landlord's consent or approval
shall not be deemed to waive or render unnecessary Landlord's consent to or
approval of any subsequent similar act by Tenant.

37.7 Force Majeure. The occurrence of any of the following events shall excuse
performance of such obligations of Landlord or Tenant as are rendered impossible
or reasonably impracticable to perform while such event continues: strikes;
lockouts; labor disputes; acts of God; inability to obtain labor, materials or
reasonable substitutes therefor; governmental restrictions, regulations or
controls; judicial orders; enemy or hostile governmental action; civil
commotion; fire or other casualty; and other causes beyond the reasonable
control of the party obligated to perform. Notwithstanding the foregoing, the
occurrence of such events shall not excuse Tenant's obligations to pay Minimum
Annual Rent and additional rent (unless the provisions of Article 23 apply) or
excuse such obligations as this Lease may nevertheless otherwise impose on the
party to obey, remedy or avoid, despite such event. If any work performed by
Tenant or Tenant's contractor results in a strike, lockout and/or labor dispute,
such strike, lockout and/or labor dispute shall not excuse Tenant's performance
hereunder.

37.8 Waiver of Redemption Rights. Tenant hereby expressly waives any and all
rights of redemption granted by or under any present or future laws in the event
Tenant is evicted from or dispossessed of the Premises for any cause, or in the
event Landlord obtains possession of the Premises by reason of the violation by
Tenant of any of the covenants and conditions of this Lease or otherwise. The
rights given to Landlord herein are in addition to any rights that may be given
to Landlord by any statute or otherwise.

37.9 Amendments. To be effective and binding on Landlord and Tenant, any
amendment, modification, addition or deletion to the provisions of this Lease
must be in writing and executed by both parties in the same manner as the Lease
itself.

37.10 Right to Enter. Landlord and/or its authorized representatives shall have
the right to enter the Premises at all reasonable times for the purpose of
showing the Premises to prospective purchasers or lenders.

37.11 Definition of Landlord. As used in this Lease, the term "Landlord" means
only the current owner of the fee title to the Shopping Center or the leasehold
estate under a ground lease of the Shopping Center at the time in question. Each
Landlord is obligated to perform the obligations of Landlord under this Lease
only during the time such Landlord owns such interest or title. Any Landlord who
transfers its title or interest in the Shopping Center is relieved of all
liabilities for the obligations of Landlord under this Lease to be performed on
or after the date of transfer.

37.12 Tenant's Financial Condition. Within ten (10) days after written request
from Landlord, Tenant shall deliver to Landlord such financial statements as
Landlord reasonably requires to verify the net worth of Tenant or any guarantor
of Tenant. In addition, Tenant shall deliver to any lender designated by
Landlord any financial statements required by such lender to facilitate the
financing or refinancing of the Shopping Center. Tenant represents and warrants
to Landlord that each such financial statement is a true and accurate statement
as of the date of such statement. All financial statements shall be confidential
and shall be used only for the purposes set forth in this Lease.


<PAGE>



38. BROKERS.

38.1 Broker's Commission. Upon execution and delivery of this Lease by Landlord
and Tenant, Landlord shall pay to Landlord's Broker the commission set forth at
Section 3.b hereof, if any, or the commission provided for in the written
agreement (the "Agreement") between Landlord and Landlord's Broker covering
brokerage services rendered in this transaction. Landlord shall also pay
Landlord's Broker a further commission as provided in the Agreement if Tenant
exercises any option to extend the Term of this Lease or to renew the Lease or
to expand the Premises. If a Tenant's Broker is named at Section 3.b, Landlord s
Broker shall pay an appropriate portion of its commission to Tenant's Broker if
Landlord's Broker and Tenant's Broker have so agreed between them. Landlord
shall have no obligation to pay a commission or fee to anyone other than
Landlord's Broker in connection with this Lease.

38.2 Protection of Brokers. If Landlord sells its interest in the Premises or
assigns Landlord's interest in this Lease, the buyer or assignee shall, by
accepting such conveyance of the Premises or assignment of the Lease, be
conclusively deemed to have agreed to make all payments to Landlord's Broker
thereafter required of Landlord under this Article 38 or the Agreement.
Landlord's Broker shall have the right to bring a legal action to enforce or
declare rights under this Article 38. The prevailing party in such action shall
be entitled to reasonable attorneys' fees to be paid by the losing party. Such
attorneys' fees shall be fixed by the court in such action. This Section is
included in this Lease for the benefit of Landlord's Broker.

38.3 Wo Other Brokers. Tenant represents and warrants to Landlord that the
brokers named in Section 3.b of this Lease are the only agents, brokers, finders
or other parties with whom Tenant has dealt who are or may be entitled to any
commission or fee with respect to this Lease.

39. COMPLIANCE.

The parties hereto agree to comply with all applicable federal, state and local
laws, regulations, codes, ordinances and administrative orders having
jurisdiction over the parties, property or the subject matter of this Agreement,
including, but not limited to, the 1964 Civil Rights Act and all amendments
thereto, the Foreign Investment In Real Property Tax Act, the Comprehensive
Environmental Response Compensation and Liability Act, and The Americans With
Disabilities Act.

LANDLORD AND TENANT have signed this Lease on the dates set forth below.

Date
Landlord: ECTC-LLC
A California Limited Liability Company
by: Essex Investments, LLC
A California Limited Liability Company

By: Essex Realty Management, Inc.
Its managing Member
By
Print Name Burrel D. Magnusson
Title: President
Date: 4/25/01
Tenant: Temecula Valley bank N.A.
A National association
By /S/TOM IVORY
Executive Vice President
By /S/STEPHEN H. WACHNITZ
Chairman of Board, President, CEO


     SEE YOUR ATTORNEY -- THIS LEASE IS TO BE GIVEN TO YOUR ATTORNEY FOR REVIEW
     AND APPROVAL BEFORE YOU SIGN IT. BECAUSE EACH LEASE TRANSACTION IS UNIQUE,
     AND THE BUSINESS AND LEGAL CONCERNS OF EACH PART ARE UNIQUE, CB COMMERCIAL
     CANNOT AND DOES NOT MAKE ANY REPRESENTATION OR RECOMMENDATION CONCERNING
     THE LEGAL EFFECT, LEGAL SUFFICIENCY, OR TAX CONSEQUENCES OF THIS LEASE.
     THESE ARE QUESTIONS FOR YOUR ATTORNEY AND FINANCIAL ADVISORS.

     IN ANY REAL ESTATE TRANSACTION IT IS RECOMMENDED THAT YOU CONSULT WITH A
     PROFESSIONAL, SUCH AS A CIVIL ENGINEER, INDUSTRIAL HYGIENIST OR OTHER
     PERSON WITH EXPERIENCE IN EVALUATING THE CONDITION OF THE PROPERTY,
     INCLUDING THE POSSIBLE PRESENCE OF ASBESTOS, HAZARDOUS MATERIALS AND
     UNDERGROUND STORAGE TANKS.



<PAGE>



Form No. 5203 Rev 5/92

(18)


<PAGE>



    ADDENDUM TO LEASE DATED FEBRUARY 28,2001 BY AND BETWEEN ECTC-LLC, A
    CALIFORNIA LIMITED LIABILITY COMPANY ("LANDLORD") AND TEMECULA VALLEY BANK,
    N.A. ("TENANT") FOR THE PROPERTY LOCATED AT THE EL CAJON TOWNE CENTER, EL
    CAJON, CALIFORNIA.


   3.c.ii.    COMMENCEMENT DATE;

            30 days after substantial completion of Landlord's Work in the
            Premises (as defined in Exhibit "C" to the Lease). The date of such
            substantial completion is the date the Premises are substantially
            complete prior to he extent of Landlord's Work, except for such work
            that Landlord cannot complete until Tenant performs necessary
            portions of Tenant's Work (as defined in Exhibit "C"). Substantial
            completion of Landlord's Work shall be evidenced by notice to Tenant
            from Landlord's architect or designated representative that
            substantial completion has occurred. The Landlord warrants that the
            Premises can be occupied and that should any governing agencies
            delay the Tenant's occupancy due to Landlord's default, then the
            rent shall not commence. Should it be determined that the space
            cannot be occupied under acceptable terms and conditions to the
            Tenant, required by the appropriate agencies, then the Tenant shall
            have the right to terminate the Lease.

   9.2A.    MINIMUM RENT;
                 Months               PerSq.Ft,              Monthly
                 ---------------------------------------------------
                    1-3-0-                  -0-
                   4-12                   $1.45             $4,770.50
                  13-24                   $1.60             $5,264.00
                  25-36                   $1.75             $5,757.50

           Rent shall increase thereafter based on the annual Consumer Price
           Index, All Urban Consumers, 1984 Index, every twelve (12) months (as
           outlined in section 9.2 of the Lease) with the first such occurrence
           happening after the thirty-sixth (36th) month with a maximum increase
           of five (5%) percent annually.

           *These prices do not include additional charges (insurance, taxes,
CAM charges, etc.)


  9.4.      Paragraphs 9.4 through 10.2 relate only to any subtenant of Tenant,
            and have no effect on Tenant's actual occupancy.


  13.     INDEMNITY BY TENANT;

          Neither party shall be liable to the other or its employees, agents or
          contractors or to any other persons claiming through or under Landlord
          or Tenant for any injury to person or damage to property on the
          Demised Premises caused by negligence or misconduct of other tenants
          in the shopping center or of either party, its employees, agents or
          contractors. Neither party shall be liable to the other or its
          employees, agents or contractors or to any other persons claiming
          through or under Landlord or Tenant for any injury to person or damage
          to property outside of the Demised Premises caused by the sole
          negligence of the other party. Landlord and Tenant agree to indemnify
          each other for and hold the other harmless from any loss, expense or
          claims arising out of any such damage or injury, unless such damage or
          injury results from the act, omission or neglect of either party, its
          employees, agents or contractors.


 27.1.   The parties acknowledge that the Landlord's property (shopping center)
         has a high rate of vacancy. In the light of the high vacancy, the
         Tenant is leasing the Premises with the understanding that the Landlord
         will continue to maintain the property and the common area in a manner
         consistent with industry standards in the San Diego Market area. The
         Landlord shall maintain the property in a manner described in this
         Lease and shall continue to perform the maintenance, repair and
         reasonable care to the common area and improvements in a manner that is
         standard to the shopping center industry in San Diego County. Failure
         to do so after Tenant giving Landlord thirty (30) days written notice
         shall be deemed a material default of the Lease by Landlord.


40.      OPTION;

         Provided Tenant is not in default and has continuously operated as
         Temecula Valley Bank, N.A. and/or transferee as described in Paragraph
         20 (subject to Landlord's approval), Tenant shall be granted one (1)
         five (5) year option to renew at the then prevailing fair market lease
         rate, which in no event shall be less than the previous year. In the
         event a new rate cannot be agreed upon, both parties agree to decision
         by binding


          Landlord's Initials:_________          Tenant's Initials: X



<PAGE>



          arbitration. However, it is understood that the new lease rate shall
          not be below the prior year's lease rate. Tenant shall be required to
          give notice of their intent to exercise their option with at least one
          hundred and eighty (180) days written notice but not more than six (6)
          months prior to the end of their current term.


41.       CONDITION OF THE PREMISES:

          Tenant is accepting the premises in its "as is" condition pursuant to
          a schedule prepared by the Landlord outlining any and all conditions
          of the Premises. Landlord will warrant that HVAC, roof, plumbing,
          electrical systems, doors, and windows, will be in proper working
          condition at time of delivery. Should tenant improvements be made to
          the premises in the future, the premises shall be constructed in
          accordance with the procedures outlined in Exhibit "C" of this lease.
          Tenant shall be responsible for all compliance with ADA and other
          applicable regulatory requirements. Landlord further agrees to provide
          touch-up paint to the outside of the Premises prior to Tenant opening
          for business. Landlord will repaint the building within the first two
          (2) years of the Lease at no additional expense to Tenant.


 42.      REGULATORY APPROVAL;

          Operation of Tenant's business is subject to initial approval by
          Federal regulatory agencies. Tenant will diligently pursue said
          approvals, but the Lease is contingent upon receipt of same, which in
          no event will take more than sixty (60) days after lease execution. In
          the event Tenant can not secure said approvals, the Lease shall be
          made null and void.


43.       RECORDATION OF PARCEL MAP;

          It is understood by both Landlord and Tenant that Landlord is
          currently in the process of getting approval of recordation of the
          parcel map. The parcel map is currently being filed to separate the
          property into three (3) parcels (a shown in Exhibit A-l, which will
          include the two (2) pads and the in-line stores). There will be no
          change in the current parking allocation as shown on Exhibit A. There
          will also be no change in the current access as shown on the attached
          exhibits. The Tenant hereby agrees to cooperate in achieving said
          approval. Exhibit A-l will be modified to show the proposed changes in
          the recordation of the parcel map.


44.      POTENTIAL SALE OF PROPERTY;

         Tenant acknowledges that the property is currently in escrow to
         Foothills Community Church. Possible uses include, but are not limited
         to, church, daycare center, youth center and administrative offices.



<PAGE>



Landlord's Initials:_____________________        Tenant's Initials:X


<PAGE>



                                   EXHIBIT "A"
















                   [PLAN SHOWING PREMISES AND SHOPPING CENTER]






















                        Landlord's Initials:      Tenant's Initials: X









<PAGE>



                                  EXHIBIT "A-l"

                           [RECORDATION OF PARCEL MAP]





















                        Landlord's Initials:   Tenant's Initials:X







<PAGE>




                                   EXHIBIT "B"

                             [RULES AND REGULATIONS]


  1. USE OF STORE PREMISES

          (a)  All floor area, including vestibules, entrances and returns,
               doors, fixtures windows and plate glass shall be maintained in a
               safe, neat and clean condition.

          (b)  All trash, refuse and waste material shall be regularly removed
               from the Premises of each occupant and until removal shall be
               stored (i) in adequate containers, which containers shall be
               located so as not to be visible to the general public shopping in
               the Shopping Center, and (ii) so as not to constitute any health
               or fire hazard or nuisance to any occupant.

          (c)  No portion of the Shopping Center shall be used for lodging
               purposes.

          (d)  Neither sidewalks or walkways shall be used to display, store or
               place any merchandise, equipment or devices.

          (e)  No advertising medium device, instrument or apparatus shall be
               utilized which can be heard or experienced outside the Premises,
               including, without limiting the generality of the foregoing,
               flashing lights, searchlights, phonographs, organs, radios or
               television.

          (f)  No auction, fire, bankruptcy or going-out-of-business sale shall
               be conducted in, at, or about the Shopping Center or any portion
               or portions thereof, except pursuant to court order.

          (g)  No use shall be made of the Shopping Center or any portion or
               portions thereof which would (i) violate any law, ordinance or
               regulation, (ii) constitute a nuisance, (iii) constitute a
               hazardous use, or (iv) violate, suspend, or void any policy or
               policies of insurance.

          (h)  All occupants of the Shopping Center shall use their best efforts
               to cause all trucks servicing retail facilities within the
               Shopping Center to loan and unload prior to the hours of the
               Shopping Center opening for business to the general public.

 2. CONDUCT OF PERSONS

     The following rules and regulations govern the use of roadways, walkways,
parking areas, and other Common Areas and facilities:

          (a)  No person shall use any roadway, walkway, or mall, except as a
               means of egress from or ingress to any floor area and to parking
               area within the Shopping Center or adjacent public streets. Such
               use shall be in an orderly manner and in accordance with
               directional or other signs or guides. Roadways shall not be used
               at a speed in excess of ten (10) miles per hour and shall not be
               used for parking or stopping, except for the immediate loading or
               unloading of passengers. No walkways, hallways, corridors or mall
               shall be used for other than pedestrian travel.

          (b)  No person shall use any parking area, except for the parking of
               motor vehicles during the period of time such person or the
               occupants of such vehicle are customers or business invitees of
               the retail establishments within the Shopping Center. All motor
               vehicles shall be parked in an orderly manner within the painted
               lines defining the individual parking places. During peak periods
               of business activity, limitations may be imposed as to the length
               of time for parking use. Such limitations may be made in
               specified areas.

          (c)  No person shall use any utility area, truck court or other area
               reserved for use in connection with the conduct of business,
               except for the specific purpose for which permission to use such
               area is given.

          (d)  No tenant, contractor, agent or employee of any business in the
               Shopping Center shall use any area for motor vehicle parking,
               except the area or areas specifically designated for employee
               parking and for the particular period of time such use is to be
               made as determined, or as established by ordinance.

          (e)  No person shall in or on any part of the Common Areas:

               (i) Vend, peddle or solicit orders for sales or distribution of
               any merchandise, device, service, periodical, book, pamphlet or
               other matter whatsoever.


<PAGE>



               (ii) Except as permitted by law, exhibit any sign, placard,
               banner, notice or other written material; distribute any
               circular, booklet, handbill, placard, or other material; solicit
               signatures or registration for membership in any organization,
               group or association or contribution for any purpose; parade,
               rally, patrol, picket, demonstrate, or engage in any conduct that
               might tend to interfere with or impede the use of any of the
               Common Areas by any person entitled to use the same, create a
               disturbance, attract attention or harass, annoy, disparage or be
               detrimental to the interest of any of the retail establishments
               within the Shopping Center.

               (iii) Use any Common Areas for any purpose when none of the
               retail establishments within the Shopping Center is open for
               business or employment.

               (iv) Throw, discard, or deposit any paper, glass or extraneous
               matter of any kind, except in designated receptacles, or create
               litter or hazards of any kind.

               (v) Use any sound-making device of any kind or create or produce
               in any manner noise or sound that is annoying, unpleasant, or
               distasteful to occupants or invitees.

               (vi) Deface, damage or demolish any sign, light standard or
               fixture, landscaping material or other improvements with the
               Shopping Center, or the property of customers, business invitees
               or employees situated within the Shopping Center.

     The listing of specific items as being prohibited is not intended to be
exclusive, but to indicate in general the manner in which the right to use the
Common Areas solely as a means of access and convenience in shopping at the
establishments in the Shopping Center is limited and controlled.

3. PROHIBITED OPERATIONS AND NUISANCES

     No use or operation will be made, conducted or permitted on any part of the
Shopping Center site, which use or operation is clearly objectionable to the
development or operation of the Shopping Center. Included among the uses or
operations which are objectionable are uses or operations which produce or are
accompanied by the following characteristics, which list is not intended to be
all-inclusive:

     (a)  Any noise, litter, dust, dirt, odor or other activity which may
          constitute a public or private nuisance;

     (b)  Any unusual firing, explosive or other damaging or dangerous hazards
          (including the storage, display or sale of explosives or fireworks);

     (c)  Any warehouse operation, or any assembling, manufacturing, distilling,
          refining, smelting, industrial, agricultural, drilling or mining
          operation; provided, however, any area used for the storage of goods
          to be sold at any retail establishment in the Shopping Center shall
          not be deemed to be a warehouse operation;

     (d)  Any trailer court, mobile home park, lot for sale or new or used motor
          vehicles, labor camp, junkyard, stockyard or animal raising (other
          than per shops if the Base Lease Provisions permit such use);

     (e)  Any dumping, disposal, incineration or reduction of garbage or refuse
          other than handling or reducing such waste if produced on the Premises
          from authorized uses and if handles in a reasonably clean, sanitary
          and noiseless manner;

     (f)  Any commercial laundry or dry cleaning plant, laundromat, veterinary
          hospital, car washing establishment, bowling alley, mortuary or
          similar service establishment; and

     (g)  Any automobile body and fender repaid work. (a)




Landlord's Initials:_____________________        Tenant's InitialsX:


<PAGE>



                                   EXHIBIT "C"
                       [LANDLORD'S WORK AND TENANT'S WORK]


General Recital; Tenant accepts the Premises in "As-Is" condition, and Landlord
shall provide a tenant improvement allowance for Tenant to construct further
improvements to the Premises, subject to the terms and conditions as a more
completely described herein. Landlord will warrant that HVAC, electrical,
plumbing, doors, roof and windows, are in proper working condition at time of
delivery.


     Section 1. Tenant's Plan Approval. Concurrently with, or within ten
calendar days following the execution of this Lease, Tenant shall cause detailed
plans and specifications (the "Plans") to be prepared and delivered to the
Landlord; which Plans shall reflect the work to be performed within the Premises
by Tenant following completion of the Landlord's Work in order to suitably
prepare the Premises for Tenant's use (the 'Tenant's Work"). Landlord shall,
within ten calendar days following its receipt of the Plans, either approve such
Plans or provide Tenant with the reasons that Landlord is withholding such
consent. If Landlord does not approve the Plans, Tenant shall immediately cause
the Plans to be revised, consistent with Landlord's comments, and then resubmit
the Plans to Landlord for review within ten calendar days of Landlord's notice
to Tenant of said non-approval of Tenant's Plans. No work shall be undertaken by
Tenant until the Plans have been finally approved by Landlord. Performance of
the Tenant's Work shall strictly conform to the approval Plans and any deviation
will require Landlord's prior approval. Any delays caused by Tenant with respect
to submittal, revision, or approval of plans pursuant to this paragraph shall
accelerate the Rent Commencement Date accordingly. In the event that Tenant's
Plans have not been mutually approved within 40 days following the Lease
Commencement Date, Landlord may, at Landlord's option, terminate this Lease,
regain possession of the Premises, and Tenant shall reimburse Landlord for
Landlord's costs in preparing the Premises for Tenant's occupancy.


     Section 2. Tenant's Work Completion Period. Following the Commencement Date
of this Lease and Tenant's acceptance of the Premises, Tenant shall cause
Tenant's Work to be completed in accordance with sound construction practices
and in a manner consistent with this Exhibit "C" ("Tenant's Work Completion
Period"). Landlord and Tenant estimate that completion of Tenant's Work shall
not exceed 90 days from the Lease Commencement Date.


     Section 3. Construction of Tenant Improvements by Tenant's Contractor.
After the Plans for the Tenant's Work have been approved by Landlord, Tenant,
and the local governing agencies, Tenant shall submit to Landlord the name,
address, license number, evidence of insurance, and any other information
required by Landlord of Tenant's proposed contractor(s) ("Contractor") for
Landlord's review and approval. If Landlord deems, in Landlord's reasonable
discretion, that Tenant's proposed Contractor is unacceptable, Tenant shall
resubmit information on a replacement contractor until a mutually approved
Contractor is selected. Upon said selection, Tenant shall enter into a
construction contract with the Contractor which shall include a provision for
compliance with Landlord's rules and regulations as defined herein, and Tenant
shall provide Landlord with a copy of said contract. In no event shall Tenant be
permitted access to the Premises to perform Tenant's Work prior to providing all
information requested by Landlord relating to evidence of Tenant's and Tenant's
Contractor's compliance with all of the insurance requirements as set forth
herein or as otherwise established by Landlord shall constitute a default of
this Lease if not corrected by Tenant and/or Tenant's Contractor within twenty
four (24) hours notice, either written or oral, by Landlord to Tenant. Landlord
shall have the right to post a notice of non-responsibility at a prominent
location within Tenant's Premises.

It shall be the responsibility of Tenant to enforce the following requirements
of Tenant's Contractor, and all subcontractors of Tenant's Contractor, at every
level:

     3.1 Tenant's Contractor shall perform Tenant's Work in a manner and at
times which do not impede or delay Landlord's contractor in the Project. Any
delays in the completion work by the Landlord or Landlord's contractor on the
Project, or the commencement of the annual rental and any damage to any work
caused by Tenant's Contractor shall be at the sole cost and expense of Tenant.

     3.2 Tenant's Contractor shall be responsible for the repaid, replacement,
or clean-up of any damage by him to other contractor's which specifically
includes access ways to the Premises which may be concurrently used by others.
Firelanes, sidewalks, hallways, and access to other tenant's suites may not be
blocked or obstructed at any time

Landlords Initials      Tenant's initials X



<PAGE>



     3.3 Tenant's Contractor shall accept the Premises prior to starting any
trenching operations. Any rework of sub-base compaction required after Tenant's
Contractor's initial acceptance of the Premises shall be done by Tenant's
Contractor, which shall include the removal from the Premises of any excess soil
or debris. All work shall be done in accordance with sound construction
practices and, as required, in compliance with specifications of a soils
engineer or consultants as approved by Landlord.

     3.4 Tenant's Contractor shall contain his storage of materials and his
operations within the Premises and such other space as he may be assigned by
Landlord. Should he be assigned space outside of the Premises, he shall move to
such other space as Landlord shall direct from time to time to avoid
interference or delays with other work. Tenant's Contractor shall park
construction vehicles in areas designated by Landlord.

     3.5 All trash and surplus construction materials shall be stored within the
Premises sand shall be promptly removed from the Premises. Tenant's Contractor
shall not use common area trash enclosures or waste bins for disposal of trash
or surplus construction material.

     3.6 Tenant's Contractor shall provide temporary utilities, portable toilet
facilities and portable drinking water as required for work within the Premises.

     3.7 Noise shall be kept to a minimum at all times, and shall not be
permitted to interfere with the conduct of other tenant's business, or the
general operation of the Project. Tenant's Contractor shall notify Landlord or
Landlord's project manager of any planned work to be done on weekends or other
than normal job hours.

     3.8 Tenant and Tenant's Contractor are responsible for compliance with all
applicable codes and regulations of duly constituted authorities having
jurisdiction as far as the performance of the Tenant's Work is concerned and for
all applicable safety regulations established by the Landlord, OSHA, or other
regulatory agencies, and Tenant further agrees to save and hold Landlord
harmless for Tenant's actions arising from Tenant's Work. Prior to commencement
of construction, Tenant shall submit to Landlord evidence of insurance as
required by this Lease and evidence of insurance for Tenant's Contractor.

     3.9 Tenant's Contractor shall not post signs on any part of the Project or
on the Premises, without Landlord's prior written approval.

     3.10 Tenant shah1 be responsible for and shall obtain and record a Notice
of Completion promptly following completion of Tenant's work.


     3.11 Landlord may require that, prior to the commencement of construction,
Tenant shall obtain or cause its contractor to obtain payment and performance
bonds covering the faithful performance of the contract for he construction of
the Tenant's Work and the payment of all obligations arising thereunder. Such
bonds shall e for the mutual benefit of both Landlord and Tenant.

     3.12 Tenant shall provide to Landlord a copy of the fully executed
construction contract, including all addendum and a line item breakdown by trade
thereto, between Tenant and its Contractor for the Tenant's Work.

     3.13 All required permits and approvals, including but not limited to
Planning, Building, Fire, and Health department permits, must be obtained and
all necessary calculations, including, but not limited to, those required under
Title 24, must be submitted to the local governing agencies for all work to be
performed by Tenant or Tenant's Contractor in the Premises.

3.14 Any modifications to the building exterior shall be subject to Landlord's
prior approval. No romex wiring shall be allowed, nor shall water lines be
placed in slabs, unless approved by Landlord prior to installation. All
equipment placed upon the roof as a result of the Tenant's Work, and all roof
penetrations, shall be approved by Landlord prior to the commencement of work.

     3.15 Landlord, at Landlord's reasonable discretion, may from time to time
establish such other rules and regulations for protection of property and the
general safety of occupants and invitees of the Project. Such rules and
regulations shall apply to Tenant and Tenant's Contractor as though established
upon the execution of this Exhibit "C".

           Landlord's Initials:____________________ Tenant's Initials:




<PAGE>


     Section 4 Coordination of Construction. Tenant covenants and agrees that
Tenant and Tenant's Contractor shall not destroy or in any way damage any
portion of the Project. Further, Tenant covenants and agrees that Tenant and
Tenant's Contractor shall coordinate the Tenant's Work with any construction
schedule for any work being performed by or on behalf of Landlord or any other
tenant, and that the performance of the Tenant's Work shall not interfere with
Landlord's or any other tenant's construction activities. If there be such
interference or conflict, notice thereof shall be given to Tenant, and
immediately after receipt of such notice the Tenant agrees to cease or cause to
be terminated such interference or conflict. Further, should Tenant delay
Landlord's work due to acts of Tenant or Tenant's Contractor, Construction
Change Order, subsequent review and approvals required or other matters that
materially affect Landlord's construction progress, Tenant shall be responsible
to Landlord for any lost rents due to the delay of the commencement of the Lease
Term. Tenant further covenants and agrees that Tenant and Tenant's Contractor
shall comply with all rules and regulations promulgated by Landlord, or its
agent, and all directives of Landlord governing-construction or installation
activities, including but not limited to, permissible hours for construction or
installation activities, storage of equipment ;and responsibility for cleaning
of work areas. If Tenant or Tenant's Contractor shall fail to comply with the
provisions of this Section, any costs incurred by Landlord as a result of such
failure shall be at Tenant's sole and exclusive expense.


     Section 5. No Landlord Liability. Landlord shall not be liable for any
loss, cost, damage or expense incurred or claimed by Tenant or any other person
or party on account of the construction of installation of the Tenant's Work or
any other person or party on account of the construction or installation of the
Tenant's Work or any other improvements to the Premises made by Tenant. Tenant
acknowledges and agrees that the compliance of the Tenant's Work, or other
Alterations made to the Premises by the Tenant and any plans therefore, with all
applicable governmental laws, codes, and regulations shall be solely Tenant's
responsibility. Landlord assumes no liability or responsibility resulting from
the failure of the Tenant to comply with all applicable governmental laws, codes
and regulations or for an defect in any of the Tenant's Work or other Alteration
to the Premises made by Tenant. Tenant further agrees to indemnify, defend, and
hold harmless Landlord from any loss, cost, damage or expense incurred, claimed,
asserted, or arising in connection with any of the foregoing.


     Section 6. Future Improvements by Tenant to the Premises. In the event that
Tenant shall desire to perform future improvements to the Premises during the
term of this Lease or any extension thereof, Tenant shall construct such
improvements in accordance with the terms and conditions of this Exhibit "C",
except that no Tenant Improvement Allowance shall be granted by Landlord to
Tenant for said future improvements. All costs arising from said future
improvements shall be the sole and exclusive responsibility of Tenant to pay, in
a prompt and timely fashion said costs become due.


Landlord's Initials:_____________________        Tenant's Initials:.X


<PAGE>

                                                                      EXHIBIT D


                                        TENANT'S ESTOPPEL CERTIFICATE

                                        CB COMMERCIAL REAL ESTATE GROUP. INC
                                        BROKERAGE -\SD MANAGEMENT
                                        ICE\SED RE \; ESTATF BROKER






<PAGE>







     The undersigned hereby certifies as follows: 1. __________________________;
______________________________.("Tenant"). and ,____________ ("Landlord"),
entered into a lease dated_____________________________, 19__________ (said
lease, together with any modifications or amendments described in paragraph 2,
is referred to herein as the "Lease"), in which Landlord leased to Tenant
certain



<PAGE>



This Certificate is accurate as of the date hereof and is made with the
understanding that either a potential buyer is contemplating acquiring the
Premises or a potential lender is considering making a loan secured by the
Premises, and that said buyer or lender will do so in material reliance upon the
statements of Tenant contained in this Certificate.

                                     EXECUTED on_________________19____________
                                     TENANT:___________________________________
                                     By:_______________________________________
                                     Its:______________________________________





CB Commercial Real Estate Group, Inc. is not authorized to give legal or tax
advice. If you need legal or tax advice, consult your attorney or tax advisor.
CB Commercial does not guarantee the accuracy of the certifications contained
herein and does not represent that this form contains all certifications which
may be relevant to the persons intending to rely on it. Additional
certifications can be incorporated in paragraph 13 or by addendum to this
certificate.







<PAGE>



                                   EXHIBIT "E"

                                [SIGN CRITERIA]


BUILDING SIGNS: INTERNALLY ILLUMINATED PAN CHANNEL LETTERS: Shop Building 30"
maximum sign height. Shop buildings allowed maximum two (2) rows of copy with a
15" maximum letter height for each row. In no event will the length of said
building sign be greater than 25' or 70% of the lineal footage of shop or
building, whichever is less or exceed the square footage allowed by the City of
El Cajon sign ordinance. The maximum square footage will be as follows:

1.   Major Tenant, i.e. Theater, Retail 1 and Retail 2 may have four (4) square
     feet of sign per lineal foot of leased space.

2.   Maximum one (1) sign per tenant, except tenants fronting both Magnolia and
     Park or Magnolia and Wells, which will be allowed three (3) signs, one
     facing each street and one (1) facing interior of center.

MONUMEMT SIGN: The exact location, design and square footage will be determined
by mutual consent of the Landlord and the City. In no event shall the sign be
higher (from grade) than 40'0". The sign will be paid for and installed by the
tenant(s) on a pro rata share basis.

SIGN ENCLOSURES: Sheetmetal enclosure shall be a minimum 24 gauge painted one
(1) coat of lead primer and two (2) coasts of enamel to match the color of the
painted trim of building.

SIGN FACES: Sign faces to be Plexiglass. Color selected by tenant subject to
Landlord's approval. All upper case letters. All building sign lettering to have
gold trip caps.

NOTICE: Each tenant shall submit at the address below to Landlord for approval
four (4) copies of a detailed shop drawing of the proposed sign indicating
conformance to the criteria. Such submittals shall include but not be limited to
pertinent dimensions, details and color call-outs. Two (2) drawings will be
returned with an approval and/or comments in a reasonable amount of time.

                                ECTC Fanners, LLC
                           c/o Essex Realty Management
                         3146 Redhill Avenue, Suite 150
                              Costa Mesa, CA 92626

GENERAL NOTES

The purpose of this criteria is to establish the minimum sign standards
necessary to insure coordination, proportional exposure for all tenants.
Performance shall be strictly enforced and any non-conforming signs shall be
removed by the Tenant, Tenant's sign contractor or Landlord.

1.   Tenant shall pay for all signs, their installation and maintenance.
2.   Tenant's sign company shall submit Landlord approved drawings to all
     agencies requiring approval and shall pay for and obtain all city permits
     and licenses.

3.   No decals shall be visible except as required by local codes and ordinances
     - U.L. label shall be affixed to each sign.

4.   No exposed conduits, raceways or tubing lamps shall be permitted.

5.   The sign contractor shall be responsible for the fulfillment of all
     requirements and specifications completing the installation in a
     workmanlike manner, including clean up. Landlord reserves the right to
     reject any work determined to be of insufficient quality by Landlord or the
     Project Architect.

6.   Tenant and sign contractor shall be responsible for any expenses relating
     to penetrations, leaks and/or defacement caused by sign contractor.

7.   All signs and the installation must comply with all of the City's local
     building and electrical codes. Tenant shall consult the City's sign
     ordinance for any items not covered in this criteria. 1.

Landlord's Initials:_____________________        Tenant's Initials X

<PAGE>

8.   Tenant will be permitted to place in the upper window panel to the right of
     each entrance of its demised premises not more than 114 square inches of
     Roman "Stenso" lettering by Dennison (or equal) not exceed 2" in height,
     indicating hours of business, telephone, etc. NO OTHER WINDOW SIGNS WILL BE
     ALLOWED, including, but not limited to, temporary signs, sales banners,
     posters and product information without prior written Landlord approval.

9.   Location and spacing of the signs on all buildings shall be at a location,
     which centers on that Tenant space, or as approved by Landlord.

10.  Landlord shall approve all signs before making submittals to the City 11.
     The "Copy and Logo" criteria for each sign shall be as follows:

     A)   Tenants shall display only their established trade names, or their
          basic product name, i.e., "John's Liquor's", or combination thereof.

     B)   The copy (letter type) and logos shall be submitted to Landlord for
          specific approval. Only approved copy and logos shall be incorporated
          in the signs.

12.  Letter style and design is encouraged to be imaginative. Logos and graphics
     will be evaluated on an individual basis.

13.  Rear service doors: Tenant may identify service door for delivery and
     emergency purposes only. Sign shall be eight (8) inches high by 18 inches
     long sheet metal plaque affixed to the rear door with a minimum of four (4)
     self-tapping sheet metal screws. Plaque shall be painted to match building.
     Letters may be four (4) inches high black, block print.

14.  Tenant and sign contractor shall be responsible for guaranteeing that any
     penetrations made into facia or roof is waterproof.

15.  Tenant and sign contractor shall be responsible for guaranteeing that any
     lettering, sheetmetal enclosures and/or can signs are waterproof. Any
     penetrations into the building soffit or facia necessitated by the
     installation of any sign shall be caulked or sealed to assure a watertight
     enclosure.

Landlord's Initials:_____________________        Tenant's InitialsX



<PAGE>



                                  EXHIBIT "E-1"




All signs will need to be approved by the City of El Cajon per sign ordinance.

A.   Monument sign to be approximately 8 feet.

B.   If new monument sign is to be installed (if current monument sign is
     changed or modified).









<PAGE>



                                   EXHIBIT "F"


                     [LANDLORD'S NOTICE OF LEASE TERM DATES]


     The undersigned ECTC-LLC, a California Limited Liability Company
("Landlord") and Temecula Valley Bank, N.A. ("Tenant"), parties to that certain
Lease Agreement dated February 28, 2001 for the premises located at 301 North
Magnolia Avenue, Suite 101, El Cajon, California 92020, agree to the following:

1)   The initial term of the Lese shall commence on 5-1, 2001

2)   The initial term of the Lease shall expire on 5-1, 2006

3)   The Lease has (check one):

     ___  not been amended, modified, supplemented, extended, renewed or
          assigned.

     ___  been amended, modified, supplemented, extended, renewed or assigned by
          the agreements listed below.



<PAGE>



--------------------------------------------------------------------------------


 LANDLORD:
          ECTC-LLC
          a California Limited Liability Company

 By:       Essex Investments, LLC
           a California Limited Liability Company

 By:       Essex Realty Management its Managing Member

 By:__________________________________________________
           Burrel D. Magnusson President

Date:________________________________________________






TENANT: TEMECULA VALEY BANK N.A.
By: /S/TOM IVORY
Executive Vice President

By: /S/STEPHEN H. WACKNITZ
Chairman of Board, President, CEO

Date: 4-25-01

By: /S/TIM MCDOUGAL 4/25/01
Senior Vice President