OVERLAND FINANCIAL CENTER LEASE
Exhibit 10.1

     This Lease between INVESTMENT TRUST ASSOCIATES ("Landlord"), and STEVE
     WACKNITZ, LUTHER J. MOHR, NEIL M. CLEVELAND AND OR ASSIGNEE ("Tenant"), is
     dated JANUARY 22, 1996.

     1. LEASE OF PREMISES.

     In consideration of the Rent (as defined at Section 5.4) and the provisions
of this Lease, Landlord leases to Tenant and Tenant leases from Landlord the
Premises shown by diagonal lines on the floor plan attached hereto as Exhibit
"A", and further described at Section 2(I) the Premises are located within the
Building and Project described in Section 2(J). Tenant shall have the
non-exclusive right (unless otherwise provided herein) in common with Landlord,
other tenants, subtenants and invitees, to use the Common Areas (as defined at
Section 5.3(A).

     2. DEFINITIONS.

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

     A.   Rent: SEE PARAGRAPH 5.

     B.   Broker(s) and Sales Agent(s): J. STEVE TIRITILLI AND RANCHO LAND
          ASSOCIATE, INC.

     C.   Commencement Date: FEBRUARY 1, 1996

   E. excluded

     D.   Expiration Date: SEPTEMBER 30, 2003, unless otherwise sooner
          terminated in accordance with the provisions of this Lease.

     F.   Landlord's Mailing Address: C/O JOHN BURNHAM AND COMPANY. 41593
          WINCHESTER ROAD #111 TEMECULA, CA 92590

          Tenants Mailing Address: 27710 JEFFERSON AVE. #A10O AND A20O
                                   TEMECULA, CA 92590.

          G.   Monthly Installments of Rent: SEE PARAGRAPH 5.

          H.   Parking: Tenant shall be permitted to park cars on a nonexclusive
               basis in the area(s) designated by Landlord for parking. Tenant
               shall abide by any and all parking regulations and rules
               established from time to time by Landlord or Landlord's parking
               operator.

          I.   Premises: That portion of that certain three story office
               building ("Building") containing approximately 9798 SQUARE FEET
               of Rentable Area, as depicted on Exhibit "A" located on the FIRST
               AND SECOND FLOORS of the Building and known as SUITES A1OO AND
               A200. Said Premises to include all improvements as described in
               Exhibit "G".

          J.   Project: The Project consists of two (2) office buildings
               situated on adjacent parcels of land, located in the Town of
               Temecula, County of Riverside, State of California, as more fully
               depicted in the Site Plan of the Project attached hereto as
               Exhibit "B". Landlord owns the Parcel on which the Building is
               located. The other parcel is owned by RANCHO/PARK, A JOINT
               VENTURE. The legal description of the Project encompassing both
               parcels is attached hereto as Exhibit "C".

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                         OVERLAND FINANCIAL CENTER LEASE

          K.   Rentable Area: As to each of the Premises, the Building and the
               Project, the respective measurements of floor area as may from
               time to time be subject to lease by all tenants of the Building
               and the Project, exclusive of the Common Area (as hereinafter
               defined) measured from the exterior walls and the center of all
               partition walls, as determined by Landlord, and applied on a
               consistent basis throughout the Project.

          L.   Tenant Deposits:

               (a) Rent Deposit: Upon satisfaction of the Landlord contingencies
               described in Paragraph 36 (A), Tenant shall place in an interest
               bearing escrow account $20,576.00 to be credited to the October
               1996 and November 1996 Rent.

               (b) Security Deposit: Upon satisfaction of the Landlord
               contingencies described in Paragraph 36(A) , Tenant shall place
               in same interest bearing escrow account as Security Deposit
               $10,288.00.

               (c) Upon satisfaction of Tenant contingencies described in
               Paragraph 36(B), the above deposits shall be immediately released
               to Landlord.

               (d) After approval of Tenant's contingencies described in
               Paragraph 36(B), Tenant shall deposit into an interest bearing
               account, an additional $226,336.00 to be credited to the December
               1996 through September 1998 Monthly Rent and Landlord shall have
               the right to withdraw Monthly Rent as it becomes due and payable
               from said account. All interest collected on balance in said
               account shall be credited to Tenant.

               The depositing of the sums described above, are contingent on
               receiving approval from its Board of Directors, authorizing the
               Tenant to release said monies.

          N.   text excluded

          M.   State: The State of California.
          O.   Tenant's Proportionate Shares of the Building and the Project:
               Such shares are fractions, the numerators of which are the
               Rentable Area of the Premises, and the denominator of which is
               the .Rentable Area of the Building and the Project respectively,
               as determined by Landlord from time to time. The Building
               consists of a total Rentable Area of 27,735 square feet, and
               Tenant's Proportionate Share of the Building is 35.33%. The
               project consists of TWO building(s) containing a total Rentable
               area of 63,188 square feet, and Tenant's Proportionate Share of
               the Project is 15.51 %. Tenant acknowledges Landlord's rights to
               make changes or additions or deletions to the Building and/or the
               Project Common Areas from time to time, in which event the total
               Rentable Area within the Building and/or the Project would be
               adjusted, if necessary, to reflect such change(s), and Tenant's
               Proportionate Shares of the Building and the Project would
               likewise be respectively adjusted to reflect such changes.

          P.   Tenant's Use Clause (Article 8): GENERAL OFFICE PURPOSES,
               INCLUDING WITHOUT LIMITATION OPERATION OF A FULL-SERVICE
               FINANCIAL SERVICES INSTITUTION AND ALL RELATED ANCILLARY USES,
               INCLUDING BUT NOT LIMITED TO STOCK PRODUCTS, REALTY FUNDS,
               INSURANCE, MUTUAL FUNDS, TRUST AND LEGAL SERVICES, COLLECTION
               ACCOUNTS AND ESCROW AND TITLE SERVICES.


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                         OVERLAND FINANCIAL CENTER LEASE



     Q.   Term: The period commencing on the Commencement Date and expiring at
          midnight on the Expiration Date.

     R.   Lender: John Alden Life Insurance Company. 3.

     EXHIBITS AND ADDENDA.
     ---------------------

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

     A.     Exhibit   "A"   - Floor Plan showing the Premises.
     B.     Exhibit   "B"   - Site Plan of the Project.
     C.     Exhibit   "C"   - Legal Description of the Project.
     D.     Exhibit   "E"   - Rules and Regulations.
     E.     Exhibit   "F"   - Existing Overland Bank Fixtures.
     F.     Exhibit   "G"   - Existing Leasehold Improvements.


     4.   DELIVERY OF POSSESSION.

     If for any reason Landlord does not deliver possession of the Premises to
     Tenant on the Commencement Date, Landlord shall not be subject to any
     liability for such failure, the Expiration Date shall not change and the
     validity of this Lease shall not be impaired, but Rent shall be abated
     until delivery of possession provided, however, if Landlord does not
     deliver possession of the Premises to Tenant on or before the Commencement
     Date, Tenant shall have the right, by giving Landlord written notice within
     five (5) days of the Commencement Date, to terminate this Lease. If Tenant
     so terminates this Lease, the parties shall be discharged from all
     liabilities and obligations hereunder. If such written notice of
     termination by Tenant is not received by Landlord within said five (5) day
     period, Tenant's right to terminate this Lease shall thereafter expire. If
     Tenant does not terminate this Lease Landlord shall have an additional
     thirty (30) days to deliver possession of the Premises during which time
     Tenant shall not be liable for rental payments.

     5.   RENT.

     5.1  Payment Rant. Tenant agrees to pay the Rent for the Premises at the
          rate of $1,150.00 per month from February 1, 1996 through August 31,
          1996. Monthly installments of Rent shall be payable in advance on the
          first day of each calendar month. If, during the period from February
          1, 1996 through August 31, 1996, Landlord shall notify Tenant that the
          Landlord contingencies set forth in Paragraph 36(A) have been
          satisfied, monthly installments of Rent shall be payable in advance on
          the first day of each month as follows:


        January 1, 1996 - March 31, 1996                - $ 1,150.00 per month
        April 1, 1996 - June 30, 1996                   - $ 2,150.00 per month
        July 1, 1996 - September 30, 1996               - $ 3,150.00 per month
        October 1, 1996 - September 30, 1999            - $10,288.00 per month
        October 1, 1999 - September 30, 2002            - $10,597.00 per month
        October 1, 2002 - September 30, 2003            - $10,915.00 per month

          If the Term begins (or ends) on other than the first (or last) day of
          a calendar month, the Rent for the partial month shall be prorated on
          a per diem basis.


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<PAGE>

     5.2  Definition of Rent. All costs and expenses which Tenant assumes or
          agrees to pay to Landlord under this Lease shall, including, but not
          limited to Rent, shall be deemed to constitute rental for the
          Premises. The Rent shall be paid to the Building manager (or other
          person) and at such place, as Landlord may from time to time designate
          in writing, without any prior demand therefor and without deduction or
          offset, in lawful money of the United States of America.

     5.3  Taxes Payable by Landlord. Except as provided in Paragraph 5.4
          Landlord shall pay the Real Property Taxes.

     5.4  Taxea Payable by Tenant. In addition to the Rent and any other charges
          to be paid by Tenant hereunder, Tenant shall reimburse Landlord upon
          demand for any and all taxes payable by Landlord (other than net
          income taxes) which are not otherwise reimbursable under this Lease,
          whether or not now customary or within the contemplation of the
          parties, where such taxes are upon, measured by or reasonably
          attributable to (a) the cost or value of Tenant's equipment,
          furniture, fixtures and other personal property located in the
          Premises, or the cost or value of any Leasehold Improvements made in
          or to the Premises by or for Tenant, regardless of whether title to
          such improvements is held by Tenant or Landlord; (b) the gross or net
          Rent payable under this Lease, including, without limitation, any
          rental or gross receipts tax levied by any taxing authority with
          respect to the receipt of the Rent hereunder; (c) the possession,
          leasing, operation, management, maintenance, alteration, repair, use
          or occupancy by Tenant of the Premises or any portion thereof; or (d)
          this transaction or any document to which Tenant is a party creating
          or transferring an interest or an estate in the Premises.

6.        INTEREST AND LATE CHARGES.
          --------------------------
 If Tenant fails to pay when due any item of Rent or other amounts or charges
 which Tenant is obligated to pay under the terms of this Lease, the unpaid
 amounts shall bear interest at the rate of fifteen percent (15%) per annum, or
 the maximum rate than allowed by law. Tenant acknowledges that the late payment
 of any Monthly Installments of Rent will cause Landlord to lose the use of that
 money and incur costs and expenses not contemplated under this Lease, including
 without limitation, administrative and collection costs and processing and
 accounting expenses, the exact amount of which is extremely difficult to
 ascertain. Therefore, in addition to interest, if any monthly installment of
 Rent is not received by Landlord within ten (10) days from the date it is due,
 Tenant shall pay Landlord a late charge equal to five percent (5%) of such
 installment. Landlord and Tenant agree that this late charge represents a
 reasonable estimate of such costs and expenses and is fair compensation to
 Landlord for the loss suffered from such nonpayment by Tenant. Acceptance of
 any interest or 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 or remedies available to Landlord under this Lease.

 7.     SECURITY DEPOSIT.
        -----------------
 Tenant agrees to deposit with Landlord the Security Deposit set forth at
 Section 2(L) upon execution of this Lease, as security for Tenant's faithful
 performance of its obligations under this Lease. Landlord and Tenant agree that
 the Security Deposit may be commingled with funds of Landlord and Landlord
 shall have no obligation or liability for payment of interest on such deposit.

 If Tenant fails to pay any rent or other amount when due and payable under this
 Lease, or fails to perform any of the terms hereof, Landlord may appropriate
 and apply or use all or any portion of the Security Deposit for Rent payments
 or any other amounts then due and unpaid, for


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                         OVERLAND FINANCIAL CENTER LEASE



 payment of any amount for which Landlord has become obligated as a result of
 Tenant's default or breach, and for any loss or damage sustained by Landlord as
 a result of Tenant's default or breach, and Landlord may so apply or use this
 deposit without prejudice to any other remedy of Tenant's default or breach. If
 Landlord so uses any of the Security Deposit, Tenant shall within ten (10) days
 after written demand therefor restore the Security Deposit to the full amount
 originally deposited, Tenant's failure to do so shall constitute an act of
 default hereunder and Landlord shall have the right to exercise any remedy
 provided for at Article 27 hereof. Within fifteen (15) days after the Term (or
 any extension thereof) has expired or Tenant has vacated the Premises,
 whichever shall last occur, provided Tenant is not then in default on any of
 its obligations hereunder, Landlord shall return the Security Deposit to
 Tenant, or, if Tenant has assigned its interest under this Lease, to the last
 assignee of Tenant. If Landlord sells its interest in the Premises, Landlord
 shall deliver this deposit to the purchaser of Landlord's interest and
 thereupon be relieved of any further liability or obligation with respect to
 the Security Deposit.

 8.     TENANT'S USE OF THE PREMISES AND COMMON AREA.
        ------------    -----------------------
 A.     Use of Premises.  Tenant shall use the Premises solely for the
        purposes set forth in Tenant's Use Clause of the Basic Lease
        provisions.  Tenant shall not use or occupy the Premises in
        violation of law or any covenant, condition or restriction
        affecting the Building or Project or the certificate of occupancy
        issued for the Building or Project, and shall, upon notice from
        Landlord, immediately discontinue any use of the Premises which is
        declared by any governmental authority having jurisdiction to be a
        violation of law or the certificate of occupancy.  Tenant, at
        Tenant's own cost and expense, shall comply with all laws,
        ordinances, regulations, rules and/or any directions of any
        governmental agencies or authorities having jurisdiction which
        shall by reason of the nature of Tenant's use or occupancy of the
        Premises, impose any duty upon Tenant or Landlord with respect to
        the Premises or its use or occupation.  Tenant shall not do or
        permit anything to be done in or about the Premises which will in
        any way obstruct or interfere with the rights of other tenants or
        occupants of the Building or Project, or injure or annoy them, or
        use or allow the Premises to be used for any improper, immoral,
        unlawful or objectionable purpose, nor shall Tenant cause,
        maintain or permit nuisance in, on or about the Premises.  Tenant
        shall not commit or suffer to be committed any waste in or upon
        the Premises.

 B.     Use of Common Areas. Tenant and its employees, customers and
        invitees, shall have the nonexclusive right to use the Common
        Areas as constituted from time to time in common with Landlord,
        other Tenants of the Building and the Project, and such other
        persons entitled to use the same, subject to reasonable rules and
        regulations governing use of the Common Areas as Landlord may from
        time to time prescribe.  Notwithstanding anything herein to the
        contrary, Landlord reserves the right at its sole discretion to
        change from time to time the size, dimensions and location of the
        Common Areas and the entrances, exits, lanes, size, configuration,
        boundaries and location of the parking areas, provide that parking
        spaces shall not be decreased and Tenant shall at no time have
        less than the required number of parking spaces stipulated by
        Building Ordinances within the Project, and to construct any
        structure, temporary or permanent, on any part of the Common Areas
        without the prior written consent of the Tenant.

        The Common Areas shall be operated and maintained by Landlord in such
        manner as Landlord in its sole discretion shall determine. Landlord
        shall have the right, but not the obligation, to maintain

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                         OVERLAND FINANCIAL CENTER LEASE



       and operate lighting facilities on all of the parking areas and to police
       all of the parking and other portions of the Common Areas, including
       without limitation, the right to discourage noncustomer parking, and to
       do and perform such other reasonable acts with respect to the Common
       Areas as in the judgment of Landlord and Landlord's counsel may be
       legally necessary, including temporarily closing any part of the Common
       Areas to prevent a dedication thereof to the public or to prevent the
       public from obtaining prescriptive rights.

 9.   SERVICES AND UTILITIES.
      -----------------------
Provided that Tenant is not in default hereunder, Landlord agrees to furnish to
the Premises during generally recognized business days, during the hours of 7:00
AM to 9:00 PM and on Saturdays and Sundays from 9:00 AM to 5:00 PM subject to
the Rules and Regulations of the Building or Project: (i) automatic elevator
facilities; (ii) water for drinking, cleaning and lavatory purposes only; (iii)
window cleaning and janitorial services to the Building common area only in a
manner that such services are customarily furnished to comparable office
buildings in the area; (iv) lighting replacement for common area building
standard lights and restroom supplies; and (v) electrical utility cost for HVAC
servicing the Premises. Beginning October 1, 1996 the janitorial services to be
provided by Landlord shall include the Premises according to a mutually
agreeable specification. Landlord shall be obligated to pay a maximum of $872.00
per month towards said Premises cleaning. Tenant agrees to be obligated for any
amount in excess of $872.00 per month of Premises cleaning. Landlord shall also
maintain and keep lighted the common stairs, common entries and restrooms of the
Building. Landlord shall not be in default hereunder or be liable for any
damages directly or indirectly resulting from, nor shall the Rent be abated by
reason of (i) failure to furnish or delay in furnishing any such services where
such failure or delay is caused by accident or any condition or event beyond the
reasonable control of Landlord, or by the making of necessary repairs or
improvements to the Premises, Building or Project, or (ii) the limitation,
curtailment or rationing of, or restrictions on, use of water, electricity, gas
or any other form of energy serving the Premises, Building or Project. Landlord
shall not be liable under any circumstances for a loss of or injury to property
or business, however occurring, through or in connection with or incidental to
failure to furnish any such services. Tenant shall pay promptly upon demand for
all connection costs and all utilities consumed at utility rates charged by the
local public utility. Tenant shall be responsible for the maintenance and repair
of any such meters at its sole cost. Landlord shall not be liable, nor shall any
Rent be abated hereunder, for any interruption whatsoever in the furnishing of
the foregoing utility services. Tenant shall not connect any apparatus with the
electrical current except through existing electrical outlets in the Premises.

 10.  CONDITION OF THE PREMISES.
      ---------    -------------
 Tenant's taking possession of the Premises shall be deemed conclusive evidence
 that as of that date, the Premises are in good order and satisfactory
 condition, except for such matters as to which Tenant shall have given Landlord
 written notice thereof by submission of a "punch list" to Landlord within
 fifteen (15) days of the date in which Tenant takes possession thereof. No
 promise of Landlord to alter, remodel, repairs or improve the Premises, the
 Building or the Project and no representation, express or implied, respecting
 any matter or thing relating to the Premises, the Building, Project, or this
 Lease (including, without limitation, the condition of the Premises, the
 Building or the Project), have been made to Tenant by Landlord or its Broker or
 Sales Agent, other than as may be contained herein or in a separate exhibit or
 addendum signed by Landlord and Tenant.


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                         OVERLAND FINANCIAL CENTER LEASE



 11.   CONSTRUCTION. REPAIRS AND MAINTENANCE.
       --------------------------------------

A.     Landlord's Obligations.  Landlord shall maintain in good order,
       condition and repair the Building, all plumbing, electrical
       wiring, and HVAC cooling tower system and heat pump unit servicing
       the Premises, the Common Areas of the Building, the Common Areas
       of the Project, and all other portions of the Premises not the
       obligation of the Tenant or of any other Tenant in the Building or
       the Project. Landlord shall have thirty (30) days after receipt
       of written notice from Tenant to commence to perform its
       obligations under this Section, except that Landlord shall perform
       its obligations immediately if the nature of the problem presents
       a hazard or emergency.  If Landlord does not perform its
       obligations with respect to the Premises within the time
       limitations in this Section, Tenant can perform the obligations
       and have the right to be reimbursed for the sum it actually
       expends in the performance of Landlord's obligations, provided
       Tenant has acted in a commercially reasonable manner.  If Landlord
       does not reimburse Tenant within thirty (30) days after receipt of
       written demand from Tenant, and Tenant shall have the right to
       withhold from future rent the sums Tenant has expended.  The right
       of Tenant to reimbursement for expenditures to perform Landlord's
       obligations shall apply only with respect to all work performed by
       Tenant in the Premises.

B.     Tenant's Obligations.
       ---------------------

     (1)  Tenant at Tenant's sole expense shall, except for services furnished
          by Landlord pursuant to Article 9 hereof, maintain the Premises in
          good order, condition and repair, including the interior surfaces of
          the ceiling, walls and floors, all doors, all interior windows, and
          all fixtures. Building Standard furnishings and special items and
          equipment installed by or at the expense of Tenant. In the event the
          Landlord fails to maintain in good order, the condition and repair of
          the Building as defined in Section 11A and conseguently , the
          disrepair impacts the condition of the Premises identified above as
          being the responsibility of the Tenant, the Landlord at its sole
          expense shall correct and repair the damage.

     (2)  Tenant shall be responsible for all repairs and alterations in and to
          the Premises, Building and Project and the facilities and systems
          thereof, the need for which arises out of (i) the installation,
          removal, use or operation of Tenant's Property (as defined in Article
          13) in the Premises, (ii) the moving of Tenant's Property into or out
          of the Building, or (iii) the act, omission, misuse or negligence of
          Tenant, its agent, contractors, employees or invitees.

     (3)  If Tenant fails to maintain the Premises in good order, condition and
          repair Landlord shall give Tenant notice to do such acts as are
          reasonably required to so maintain the Premises. If Tenant fails to
          promptly commence such work and diligently prosecute it to completion,
          then Landlord shall have the right to do such acts and expend such
          funds at the expense of Tenant as are reasonably required to perform
          such work. Any amount so expended by Landlord shall be paid by Tenant
          promptly after demand with interest at the prime commercial rate then
          being charged by the Bank of America NT & SA plus two percent (2%) per
          annum, from the date of such work, but not to exceed the maximum rate
          then allowed by law. Landlord shall have no liability to Tenant for
          any damage, inconvenience, or interference with the use of the
          Premises by Tenant as a result of performing any such work.

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                         OVERLAND FINANCIAL CENTER LEASE



C.      Compliance with Law. Landlord and Tenant shall each do all acts required
        to comply with all applicable laws, ordinances, and rules of any public
        authority relating to their respective maintenance obligations as set
        forth herein.

D.      Load and Equipment Limits.  Tenant shall not place a load upon any
        floor of the Premises which exceeds the load per square foot which
        such floor was designed to carry, as determined by Landlord or
        Landlord's structural engineer.  The cost of any such
        determination made of Landlord's structural engineer shall be paid
        for by Tenant upon demand.  Tenant shall not install business
        machines or mechanical equipment which cause noise or vibration to
        such a degree as to be reasonably objectionable to Landlord or
        other Building tenants.

E.      Except as otherwise expressly provided in this Lease, Landlord
        shall have no liability to Tenant nor shall Tenant's obligations
        under this Lease be reduced or abated in any manner whatsoever by
        reason of any inconvenience, annoyance, interruption or injury to
        business arising from Landlord's making any repairs or changes
        which Landlord is required or permitted by this Lease or by any
        other tenant's lease or required by law to make in or to any
        portion of the Project, Building or the Premises.  Landlord shall
        nevertheless use reasonable efforts to minimize any interference
        with Tenant's business in the Premises.

F.      Tenant shall give Landlord prompt notice of any damage to or defective
        condition in any part of appurtenance of the Building's mechanical,
        electrical, plumbing, HVAC or other systems serving, located in, or
        passing through the Premises.

 G.     Upon the expiration or earlier termination of this Lease, Tenant shall
        return the Premises to Landlord clean and in the same condition as on
        the date Tenant took possession, except for normal wear and tear. Any
        damage to the Premises, including any structural damage, resulting from
        Tenant's use or from the removal of Tenant's fixtures, furnishings and
        equipment pursuant to Section 13(b) shall be repaired by Tenant at
        Tenant's expense.

 12.    ALTERATIONS AND ADDITIONS.
        --------------------------

 A.     Tenant shall not make any material (substantial) additions,
        alterations or improvements to the Premises without obtaining the
        prior written consent of Landlord, which consent shall not be
        unreasonably withheld.  Landlord's consent may be conditioned on
        Tenant's removing any such additions, alterations or improvements
        upon the expiration of the Term and restoring the Premises to the
        same condition as on the date Tenant took possession.  All work
        with respect to any addition, alteration or improvement shall be
        done in a good and workmanlike manner by properly qualified and
        licensed personnel reasonably approved by Landlord, and such work
        shall be diligently prosecuted to the completion.  Landlord may,
        at Landlord's option, require that any such work be performed by
        Landlord's contractor.

 B.     Tenant shall pay the costs of any work done on the Premises
        pursuant to Section 12(A) and shall keep the Premises, Building
        and Project free and clear of liens of any kind.  Tenant shall
        indemnify, defend against and keep Landlord free and harmless from
        all liability, loss, damage, costs, attorneys' fees and any other
        expense incurred on account of claims by any person performing
        work or furnishing materials or supplies for Tenant or any person
        claiming under Tenant.

        Tenant shall keep Tenant's leasehold interest, and any additions or
        improvements which are or become the property of Landlord under

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                         OVERLAND FINANCIAL CENTER LEASE



       this Lease, free and clear of all attachment or judgment liens. Before
       the actual commencement of any work for which a claim or lien may be
       filed, Tenant shall give Landlord notice of the intended commencement
       date a sufficient time before that date to enable Landlord to post
       notices of nonresponsibility or any other notices which Landlord deems
       necessary for the proper protection of Landlord's interest in the
       Premises, Building or the Project, and Landlord shall have the right to
       enter the Premises and post such notices at any reasonable time.

C.      Landlord may require, at Landlord's sole option, that Tenant
        provide to Landlord, at Tenant's expense, a lien and completion
        bond in an amount equal to at least one and one-half (1-1/2) times
        the total estimated cost of any additions, alterations or
        improvements to be made in or to the Premises, to protect Landlord
        against any liability for mechanic's and materialmen's liens and
        to insure timely completion of the work.  Nothing contained in
        this Section 12(C) shall relieve Tenant of its obligation under
        Section 12(B) to keep the Premises, Building or Project free of
        all liens.

D.      Unless their removal is required by Landlord as provided in
        Section 12(A), all additions, alterations and improvements made to
        the Premises shall become the property of Landlord and be
        surrendered with the Premises upon the expiration of the Term;
        provided, however, Tenant's equipment, machinery and trade
        fixtures which can be removed without damage to the Premises shall
        remain the property of Tenant and may be removed, subject to the
        provisions of Section 13(B).

13.     LEASEHOLD IMPROVEMENTS; TENANT'S PROPERTY.
        ------------------------------------------

 A.     All fixtures, equipment, improvements and appurtenances attached to or
        built into the Premises at the commencement of or during the Term,
        whether or not by or at the expense of Tenant ("Leasehold
        Improvements"), shall be and remain a part of the Premises, shall be the
        property of Landlord and shall not be removed by Tenant, except as
        expressly provided in Sections 12(D) and 13(B).

 B.     All movable partitions, business or trade fixtures, machinery and
        equipment, communications equipment and office equipment located
        in the Premises and acquired by or for the account of Tenant,
        without expense to Landlord, which can be removed without
        structural damage to the Building, and all furniture, furnishings
        and other articles of movable personal property owned by Tenant
        and located in the Premises (collectively "Tenant Property") shall
        be and shall remain the property of Tenant and may be removed by
        Tenant at any time during the Term: provided that if any of
        Tenant's Property is removed, Tenant shall promptly repair any
        damage to the Premises or to the Building resulting from such
        removal.

 14.    RULES AND REGULATIONS.
        ----------------------

 Tenant agrees to comply with (and cause its agents, contractors, employees and
 invitees to comply with) the rules and regulations attached hereto as Exhibit
 "E" and with such reasonable modifications thereof and additions thereto as
 Landlord may from time to time make. Landlord shall not be responsible for any
 violation of said rules and regulations by other tenants or occupants of the
 Building or Project.

 15.    CERTAIN RIGHTS RESERVED BY LANDLORD.
        ------------------------------------

 Landlord reserves the following rights, exercisable without liability to Tenant
 for (a) damage or injury to property, person or business, (b) causing an actual
 or constructive eviction from the Premises, or (c)



                                       9
<PAGE>

                         OVERLAND FINANCIAL CENTER LEASE



disturbing Tenant's use or possession of the Premises:

        a.   To change the street address of the Building or Project, only if
             any governmental ordinance or agency should decree so.

        b.   To install and maintain all signs on the exterior and interior of
             the Building or Project, subject, however, to Tenant's rights and
             obligations under Paragraph 35.

        c.   At any time during the Term, and on reasonable prior notice to
             Tenant, to inspect the Premises, and to show the Premises to any
             prospective purchaser or mortgagee of the Project, or to any
             assignee of any mortgage on the Building or Project, or to others
             having an interest in the Building, Project or Landlord, and during
             the last six months of the Term, to show the Premises to
             prospective tenants thereof; and

        d.   On reasonable prior notice, to enter the Premises for the
             purpose of making inspections, repairs, alterations, additions
             or improvements to the Premises or the Building (including,
             without limitation, checking, calibrating, adjusting or
             balancing controls and other parts of the HVAC system), and to
             take all steps as may be necessary or desirable for the
             safety, protection, maintenance or preservation of the
             Premises or the Building or Landlord's interest therein, or as
             may be necessary or desirable for the operation or improvement
             of the Building or in order to comply with laws, orders or
             requirements of governmental or other authority.  Landlord
             agrees to use its best efforts (except in an emergency) to
             minimize interference with Tenant's business in the Premises
             in the course of any such entry.

 16.    ASSIGNMENT AND SUBLETTING.
        --------------------------

 A.     Tenant may assign the Lease or sublease all or a portion of the
        premises at any time upon receipt of Landlord's consent, which
        shall not be unreasonably withheld or delayed beyond fifteen (15)
        days after receipt of Tenant's request, to any assignee or
        sublessee that is comparable in quality to other tenants in the
        building or comparable buildings ("comparable Tenants") and that
        will use the premises in accordance with the requirements of the
        Lease.  Notwithstanding anything to the contrary set forth in the
        Lease, Landlord will never have the right to recapture the
        Premises or any part of the Premises or to terminate the Lease in
        the event of any assignment or sublease or proposed assignment or
        sublease of all or d portion oil the Premises (except to the extent
        of an assignment or sublease which violates the terms of this
        Article).  In the event of an approved assignment or sublease,
        Landlord shall be entitled to receive fifty percent (50%) of the
        "Profits".  If Landlord consents to a sublease or assignment under
        this Article, then Tenant shall pay all of Landlord's attorneys'
        fees and costs incurred in connection with the review and
        documentation of such consent, in a sum not to exceed five hundred
        dollars ($500.00).  In the event Landlord denies its consent, it
        shall state its reason(s) in writing.

 B.     Affiliates.
        -----------

         (1)   Tenant may assign the Lease at any time, or sublease all or part
               of the Premises, without the receipt of Landlord's consent, to
               (i) an entity which is controlled by, controls, or is under
               common control with, Tenant (an "Affiliate"), or which owns or is
               owned by Affiliate, (ii) an entity with which Tenant merges or
               consolidates, (iii) entities that the Tenant is affiliated with
               including the ancillary usages referred to in Paragraph P (Page
               2), or (iv) purchases all or


                                       10
<PAGE>

                         OVERLAND FINANCIAL CENTER LEASE



              substantially all of Tenant's stock or assets, so long as such
              transaction was not entered into as a subterfuge to avoid the
              obligations and restrictions of the Lease. The term "Control" as
              used in the Lease, shall mean the ownership, direct or indirect,
              of the power to direct or cause the direction of the management
              and policies of a person or entity, whether through the ownership
              of voting securities, by contract or otherwise.

        (2)   The Tenant and Landlord understand and agree that the current
              Tenant, shall have a one-time exclusive right, without Landlord
              approval, to assign all its right, title, interest, duty and
              responsibility in this Lease to an existing entity or an entity
              now being formed by Tenant (i.e. a bank charter, state or federal)
              and Tenant shall be fully released from any and all personal
              liabilities of the entire Lease upon the execution of the
              assignment. Tenant shall notify Landlord of the assignment thirty
              (30) days prior to its execution.

C.   Except as provided for in Paragraph B(l) and B(2), any transfer permitted
     herein, Tenant hereof shall at all times remain directly primarily and
     fully responsible and liable for all payments owed by Tenant under the
     Lease and for compliance with all obligations under the terms, provisions
     and covenants of the Lease. Any attempted transfer without Landlord's prior
     written consent except as permitted in Paragraph B(l) and B(2) above shall
     be void and of no force or effect and shall, at the option of Landlord,
     terminate this Lease. Tenant agrees to reimburse Landlord for Landlord's
     reasonable costs, including attorneys' fees, incurred in conjunction with
     the processing and documentation of any such requested transfer. Tenant
     shall submit with any request for consent clear funds sufficient (as
     determined by Landlord) to compensate Landlord for its costs, including
     reasonable attorneys' fees and the cost of investigating the credit,
     experience, skill, character, reputation and ability of the proposed
     transferee (which cost shall not exceed $500.00). All transfers shall be by
     instruments in form reasonably satisfactory to Landlord executed by the
     transferor and the transferee, whereby each transferee assumes and agrees
     to be bound by and perform all of Tenant's obligations under this Lease.
     One original copy of such instrument shall be delivered to Landlord.

D.   In the event of a sublease or assignment under this Article (excepting
     paragraph B(l) and B(2), Landlord shall be entitled to receive fifty
     percent (50%) of the "Profits", actually received by Tenant pursuant to
     such approved assignment or sublease. The term "Profits", as used in the
     Lease, shall mean the gross revenue received from the assignee or sublessee
     during the assignment or sublease term, less: (i) the gross revenue paid to
     the Landlord by Tenant with respect to the subject portion of the Premises
     during the period of the assignment or sublease term; (ii) the gross
     revenue paid to the Landlord by Tenant with respect to the subject portion
     of the Premises during the period commencing on the date Tenant vacates the
     subject portion of the Premises until the date the assignee of sublessee is
     obligated to pay rent pursuant to its assignment or sublease; (iii)
     improvement allowances or other economic concessions granted by Tenant to
     the assignee or sublessee; (iv) the unamortized costs of initial and
     subsequent improvements to the subject portion of the Premises; (v) costs
     for assignment or sublease; (vi) brokerage commissions paid by Tenant in
     connection with the assignment or sublease; (vii) legal fees incurred by
     Tenant in connection with the assignment or sublease; and (viii) all other
     costs reasonably incurred by Tenant in connection with the assignment or
     sublease.

E.   If this Lease is terminated before the expiration of the term of a


                                       11
<PAGE>

                         OVERLAND FINANCIAL CENTER LEASE



     Sublease, Landlord shall have the right to elect one of the following
     options, which must be exercised promptly by means of a written notice by
     Landlord to such Subtenant: (i) allow the Sublease to automatically
     terminate as of the date of the Lease Termination, or (ii) allow the
     Sublease to continue as a lease between the Landlord, as Landlord, and
     Subtenant, as Tenant with the same force and effect as if Landlord, as
     Landlord, and Subtenant, as Tenant, had entered into a lease as of the end
     of this Lease, containing the same terms, covenants, and conditions as
     those contained in the Sublease for a term equal to the unexpired term of
     the Sublease.

P.   The provisions of the paragraph will inure to the benefit of only Subtenant
     and will not pass to any successor or assignee of Subtenant or any other
     party unless the liability of Subtenant survives the assignment, and the
     assignment has received written acceptance by Landlord.

G.   Subject to paragraph E above, Subtenant will attorn to Landlord, and
     Landlord will accept the attornment.

H.   Landlord will have the same remedies against Subtenant for the
     nonperformance of any agreement contained in the Sublease for the recovery
     of rent, for the commission of any waste, or for any other default which
     Landlord had or would have if this Lease had not ended.

I.   From and after the time of such attornment, Subtenant will have the same
     remedies against Landlord for the breach of any agreement contained in the
     Sublease that Subtenant might have had against Landlord if this Lease had
     not ended.

J.   Upon any adoption by Landlord of the Sublease, Subtenant will pay the
     rental required to be paid by it under the Sublease directly to Landlord,
     and Landlord will accept the rental. Subtenant will comply with every other
     term, covenant, condition, and agreement of the Sublease.

K.   In the event that Landlord notifies Subtenant of a default by Tenant under
     this Lease, and demands that Subtenant pay its rent and all other sums due
     under this Sublease directly to Landlord, Subtenant will honor such demand
     and pay its rent and all other sums due under the Sublease directly to
     Landlord or as otherwise required pursuant to such notice.

17.  HOLDING OVER.
     -------------

 If after expiration of the Term, Tenant remains in possession of the Premises
 with Landlord's permission (express or implied), Tenant shall become a tenant
 from month to month only, upon all the provisions of this Lease (except as to
 term and Rent), but the "Monthly Installments of Rent" payable by Tenant shall
 be increased to one hundred ten percent (110%) of the Monthly Installments of
 Rent payable by Tenant at the expiration of the Term. Such monthly rent shall
 be payable in advance on or before the first day of each month. If either party
 desires to terminate such month to month tenancy, it shall give the other party
 not less than thirty (30) days advance written notice of the date of
 termination.

 18. SURRENDER OF PREMISES.
     ---------    ---------
A.   Tenant shall peaceably surrender the Premises to Landlord on the Expiration
     Date, in broom-clean condition and in as good condition as when Tenant took
     possession, except for (i) reasonable wear and tear, (ii) loss by fire or
     other casualty, and (iii) loss by condemnation. Tenant shall remove
     Tenant's Property on or before


                                       12
<PAGE>


                         OVERLAND FINANCIAL CENTER LEASE



     the Expiration Date and promptly repair all damage to the Premises or
     Building caused by such removal.

B.   Any of Tenant's Property left on the Premises after the Expiration Date
     shall be deemed to be abandoned, and, at Landlord's option, title shall
     pass to Landlord under this Lease as by a bill of sale. If Landlord elects
     to remove all or any part of such Tenant's Property, the cost of removal,
     including repairing any damage to the Premises or Building caused by such
     removal, shall be paid by Tenant. On the Expiration Date Tenant shall
     surrender all keys to the Premises.

19.  DESTRUCTION OR DAMAGE.
     -----------    -------

A.   If the Premises or the portion of the Building or Project necessary for
     Tenant's occupancy is damaged by fire, earthquake, act of God, the elements
     or other casualty, Landlord shall, subject to the provisions of this
     Article, promptly repair the damage, if such repairs can, in Landlord's
     opinion, be completed within one hundred twenty (120) days. If Landlord
     determines that repairs can be completed within one hundred twenty (120)
     days, this Lease shall remain in full force and effect, except that if such
     damage is not the result of the negligence or willful misconduct of Tenant
     or Tenant's agents, employees, contractors, licensees or invitees, the Rent
     shall be abated to the extent Tenant's use of the Premises is impaired,
     commencing with the date of damage and continuing until completion of the
     repairs required of Landlord under Section 19(C).

B.   If in Landlord's opinion, such repairs to the Premises or portion of the
     Building or Project Common Areas necessary for Tenant's occupancy cannot be
     completed within one hundred twenty (120) days, either Landlord or Tenant
     may elect, upon giving written notice to the other party within thirty (30)
     days after the date of such fire or other casualty, to terminate this
     Lease, in which case the effective date of termination shall be as of the
     date of the occurrence of such fire or casualty. If neither Landlord nor
     Tenant elects to terminate this Lease, this Lease shall continue in full
     force and effect, and Landlord shall thereafter rebuild and repair the
     Premises and/or Building or Project and shall do so with reasonable
     diligence, and in such case, the Rent shall be partially abated as provided
     in Section 19(A).

C.   If the Premises, the Building and/or Project Common Areas are to be
     repaired under this Article, Landlord shall have no obligation to repair or
     rebuild the Premises, the Building and/or the Project Common Areas unless
     and until insurance proceeds are made available therefore by all mortgagees
     or beneficiaries under any deed of trust with an interest in such proceeds.
     If such insurance proceeds are not made available to Landlord within sixty
     (60) days after the date of damage, Tenant will have the right to terminate
     this Lease by the delivery of a writing to that effect to Landlord no later
     than seventy-five (75) days after the date of damage. Tenant shall be
     responsible at its sole cost and expense for the repair, restoration and
     replacement of any other Leasehold Improvements and Tenant's Property.
     Landlord shall not be liable for any loss of business, inconveniences or
     annoyance arising from any repair or restoration of any portion of the
     Premises, Building or Project Common Areas as a result of any damage from
     fire or other casualty.

20.  EMINENT DOMAIN.
     ---------------

A.   If the whole of the Building or premises is lawfully taken by condemnation
     or in any other manner for any public or quasipublic purpose, this Lease
     shall terminate as of the date of such taking,

                                       13
<PAGE>


                         OVERLAND FINANCIAL CENTER LEASE



     and Rent shall be prorated to such date. If less than the whole of the
     Building or Premises is so taken, this Lease shall be unaffected by such
     taking, provided that (i) Tenant shall have the right to terminate this
     Lease by notice to the Landlord given within ninety (90) days after the
     date of such taking if twenty percent (20%) OR MORE of the premises is
     taken and the remaining area of the Premises is not reasonably sufficient
     for Tenant to continue operation of its business. If either Landlord or
     Tenant so elects to terminate this Lease, the Lease shall terminate on the
     thirtieth (30th) day after either such notice. The Rent shall be prorated
     to the date of termination. If this Lease continues in force upon such
     partial taking, the Rent and Tenant's Proportionate Share of the Building
     and Project Operating costs shall be equitably adjusted according to the
     remaining Rentable Area of the Premises and Building.

B.   In the event of any taking, partial or whole, all of the proceeds of any
     award, judgment or settlement payable by condemning authority shall be the
     exclusive property of Landlord, and Tenant hereby assigns to Landlord all
     of its right, title and interest in any award, judgment or settlement from
     the condemning authority, provided, however, that Landlord shall not be
     entitled to any award specifically made to Tenant for the taking of
     Tenant's trade fixtures and personal property, or relocation costs
     (provided such awards do not reduce Landlord's award). Tenant, however,
     shall have the right, to the extent that Landlord's award is not reduced or
     prejudiced, to claim from the condemning authority (but not from Landlord)
     such compensation as may be recoverable by Tenant in its own right for
     relocation expenses and damage to Tenant's personal property.

C.   In the event of a partial taking of the Premises, the Building and/or the
     Project Common Areas, which does not result in a termination of this Lease,
     Landlord shall restore the remaining portion of the Premises, Building
     and/or the Project as nearly as practicable to its condition prior to the
     condemnation or taking, but only to the extent of compensation received by
     Landlord with respect thereto of Building Standard Work. Tenant shall be
     responsible at its sole cost and expense for the repair, restoration and
     replacement of any other Leasehold Improvements and Tenant's Property. If
     Landlord receives compensation for the taking of the Leasehold Improvements
     and Tenant's Property, Landlord shall restore and replace the Leasehold
     Improvements and Tenant's Property, but only to the extent of Compensation
     received by Landlord with respect thereto.

21.  INDEMNIFICATION.
     ----------------

A.   Tenant shall indemnify and hold Landlord harmless against and from
     liability and claims of any kind for loss or damage to property of Tenant
     or any other person, or for any injury to or death of any person, arising
     out of: (1) Tenant's use and occupancy of the Premises, or any work,
     activity or other things allowed or suffered by Tenant to be done in, on or
     about the Premises; (2) any breach or default by Tenant of any of Tenant's
     obligations under this Lease; (3) any negligent or otherwise tortious act
     or omission of Tenant, its agents, employees, invitees or contractors,
     Tenant shall, at Tenant's expense, and by counsel satisfactory to Landlord,
     defend Landlord in any action or proceeding arising from any such claim and
     shall indemnify Landlord against all costs, attorney' fees, expert witness
     fees and other expenses incurred in such action or proceeding. As a
     material part of the consideration for Landlord's execution of this Lease,
     Tenant hereby assumes all risk of damage or injury to any person or
     property in, on or about the Premises from any cause, other than Landlord's
     negligence, and Tenant hereby waives all claims in respect thereto against
     Landlord.

                                       14
<PAGE>

                         OVERLAND FINANCIAL CENTER LEASE


B.   Landlord shall not be liable for injury or damage which may be sustained by
     the person or property of Tenant, its employees, invitees or customers, or
     any other person in or about the Premises, caused by or resulting from
     fire, steam, electricity, gas, water, or rain which may leak or flow from
     or into any part of the Premises, or from the breakage, leakage,
     obstruction or other defects of pipes, sprinklers, wires, appliances,
     plumbing, air conditioning or lighting fixtures, whether such damage or
     injury results from conditions arising upon the Premises or upon other
     portions of the Building or Project or from other sources unless caused by
     or due to the negligent act or omission of Landlord, its agents, servants
     or employees. Landlord shall not be liable for any damages arising from any
     act or omission of any other tenant of the Building or Project.

22.  TENANT'S INSURANCE.

A.   All insurance required to be carried by Tenant hereunder shall be issued by
     responsible insurance companies acceptable to Landlord and Landlord's
     lender and qualified to do business in the State of California. Each policy
     shall name Landlord, and at Landlord's request any mortgagee of Landlord,
     as an additional insured, as their respective interests may appear. Each
     policy shall contain (i) a cross-liability endorsement, (ii) a provision
     that such policy and the coverage evidenced thereby shall be primary and
     noncontributing with respect to any policies carried by Landlord and that
     any coverage carried by Landlord shall be excess insurance, and (iii) a
     waiver by the insurer of any right of subrogation against Landlord, its
     agents, employees and representatives, which arises or might arise by
     reason of any payment under such policy or by reason of any act or omission
     of Landlord, its agents, employees or representatives. A copy of each paid
     up policy (authenticated by the insurer) or certificate of the insurer
     evidencing the existence and amount of each insurance policy required
     hereunder shall be delivered to Landlord before the date Tenant is first
     given the right of possession of the Premises, and thereafter within thirty
     (30) days after any demand by Landlord therefor. 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 twenty (20) days written notice to Landlord and Landlord's
     lender. Tenant shall furnish Landlord with renewals or "binders" of any
     such policy at least tan (10) days prior to the expiration thereof. Tenant
     agrees that if Tenant does not take out and maintain such insurance.
     Landlord may (but shall not be required to) procure said insurance on
     Tenant's behalf and charge Tenant the premiums together with a twenty-five
     percent (25%) handling charge, payable upon demand. Tenant shall have the
     right to provide such insurance coverage pursuant to blanket policies
     obtained by the Tenant, provided such blanket policies expressly afford
     coverage to the Premises, Landlord, Landlord's mortgagee and Tenant as
     required by this Lease.

B.   Beginning on the date Tenant is given access to the Premises for any
     purpose and continuing until the expiration of the Term, Tenant shall
     procure, pay for and maintain in effect policies of casualty insurance
     covering (i) all Leasehold Improvements (including any alterations,
     additions or improvements as may be made by Tenant pursuant to the
     provisions of Article 12 hereof), and (ii) trade fixtures, merchandise and
     other personal property from time to time in, on or about the Premises, in
     an amount not less than one hundred percent (100%) of their actual
     replacement cost from time to time, providing protection against any peril



                                       15

<PAGE>

                         OVERLAND FINANCIAL CENTER LEASE


     included with the classification "Fire and Extended Coverage." together
     with insurance against sprinkler damage, vandalism and malicious mischief.
     The proceeds of such insurance shall be used for the repair or replacement
     of the property so insured. Upon termination of this Lease following a
     casualty as set forth herein, the proceeds under (i) shall be paid to
     Landlord, and the proceeds under (ii) above shall be paid to Tenant.

C.   Beginning on the date Tenant is given access to the Premises for any
     purpose and continuing until expiration of the Term, Tenant shall procure,
     pay for and maintain in effect workers' compensation insurance as required
     by law and comprehensive public liability and property damage insurance
     with respect to the construction of improvements on the Premises, the use,
     operation or condition of the Premises and the operations of Tenant in, on
     or about the Premises, providing personal injury and broad form property
     damage coverage for not less than One Million Dollars ($1,000,000.00)
     combined single limit for bodily injury, death and property damage
     liability.

D.   Not less than every three (3) years during Term, Landlord and Tenant shall
     mutually agree to increases in all of Tenant's insurance policy limits for
     all insurance to be carried by Tenant as set forth in this Article. In the
     event Landlord and Tenant cannot mutually agree upon the amounts of said
     increases, then Tenant agrees that all insurance policy limits as set forth
     in this Article shall be adjusted for increase in the same manner as is set
     forth in Section 5.1 hereof for the adjustment of the Rent.

     Landlord agrees to carry, or cause to be carried, during the Term of this
     Lease, public liability insurance on the Common Areas providing coverage of
     not less than Five Hundred Thousand Dollars ($500,000.00) against liability
     for injury to or death of any one person and One Million Dollars
     ($1,000,000.00) for any one occurrence. Landlord also agrees to carry, or
     cause to be carried, during the Term of this Lease, a policy or policies of
     insurance providing coverage for "All Risk", including fire, extended
     coverage, vandalism and malicious mischief coverage, covering the Building
     and the Project, including Landlord's interest in all Tenant Improvements.
     The cost of such insurance shall be included in the Building and/or Project
     Operating Costs to be reimbursed by Tenant to Landlord.

23.  WAIVER OF SUBROGATION.
     ------    ------------

 Landlord and Tenant each hereby waiver all rights of recovery against the other
 and against the officers, employees, agents and representatives of the other,
 on account of loss by or damage to the waiving party or its property or the
 property of others under its control, to the extent that such loss or damage is
 insured against under any fire and extended coverage insurance policy which
 either may have in force at the time of the loss or damage. Tenant shall, upon
 obtaining the policies of insurance required under this Lease, give notice to
 its insurance carrier or carriers that the foregoing mutual waiver of
 subrogation is contained in this Lease.

24.  SUBORDINATION AND ATTORNMENT.
     -----------------------------

 Upon written request of Landlord, or any first mortgagee or first deed of trust
 beneficiary of Landlord, or ground lessor of Landlord, Tenant shall, in
 writing, subordinate its rights under this Lease to the lien of any first
 mortgage or first deed of trust, or to the interest of any lease in which
 Landlord is lessee, and to all advances made or hereafter to be made
 thereunder. However, before signing any subordination agreement, Tenant shall
 have the right to obtain from any


                                       16
<PAGE>



                         OVERLAND FINANCIAL CENTER LEASE



lender or lessor of Landlord requesting such subordination, an agreement in
writing providing that, as long as Tenant is not in default hereunder, this
Lease shall remain in effect for the full Term. The holder of any security
interest may, upon written notice to Tenant, elect to have this Lease prior to
its security interest regardless of the time of the granting or recording of
such security interest.

In the event of any foreclosure sale, transfer in lieu of foreclosure or
termination of the lease in which Landlord is lessee, Tenant shall attorn to the
purchaser, transferee or lessor as the case may be, and recognize that party as
Landlord under this Lease, provided such party acquires and accepts the Premises
subject to this Lease.

25.  TENANT ESTOPPEL CERTIFICATES.
     -----------------------------

Within ten (10) days after written request from Landlord, Tenant shall execute
and deliver to Landlord or Landlord's designee, a written statement certifying
(a) that this Lease is unmodified and in full force and effect, or is in full
force and effect as modified and stating the modifications; (b) the amount of
Rent and the date to which Rent and Additional Rent have been paid in advance;
(c) the amount of any security deposited with Landlord; and (d) that Landlord is
not in default hereunder or, if Landlord is claimed to be in default, stating
the nature of any claimed default. Any such statement may be relied upon by a
purchaser, assignee or lender. Tenant's failure to execute and deliver such
statement within the time required shall at Landlord's election be a default
under this Lease and shall also be conclusive upon Tenant that: (1) this Lease
is in full force and effect and has not been modified except as represented by
Landlord; (2) there are no uncured defaults in Landlord's performance and that
Tenant has no right to offset, counter-claim or deduction against Rent; and (3)
not more than one month's Rent has been paid in advance.

26.  TRANSFER OF LANDLORD'S INTEREST.
     --------    --------------------
In the event of any sale or transfer by Landlord of the Premises, Building or
Project, and assignment of this Lease by Landlord, Landlord shall be and is
hereby entirely freed and relieved of any and all liability obligations
contained in or derived from this Lease arising out of any act, occurrence or
omission relating to the Premises, Building, Project or Lease occurring after
the consummation of such sale or transfer, providing the purchaser shall
expressly assume all of the covenants and obligations of Landlord under this
Lease. If any Security Deposit or prepaid Rent has been paid by Tenant, Landlord
shall transfer the Security Deposit or prepaid Rent to Landlord's successor and
upon such transfer, Landlord shall be relieved of any and all further liability
with respect thereto.

27.  DEFAULT.
     --------

27.1 Tenant's Default.  The occurrence of any one or more of the following
     events shall constitute a default and breach of this Lease by Tenant:

     a.   If Tenant abandons or vacates the Premises; or

     b.   If Tenant fails to pay any Rent or any other charges required to be
          paid by Tenant under this Lease and such failure continues for five
          (5) days after such payment is due and payable; or

     c.   If Tenant fails to promptly and fully perform any other covenant,
          condition or agreement contained in this Lease and such failure
          continues for thirty (30) days after written notice thereof from
          Landlord to Tenant. It being agreed that, in the event of a default
          which by its nature cannot be cured


                                       17
<PAGE>


                         OVERLAND FINANCIAL CENTER LEASE



          within said thirty (30) day period, Tenant shall not be in default
          under this Lease, if Tenant commences to cure such default during said
          thirty (30) day period and thereafter diligently prosecutes the same
          to completion; or

     d.   If a writ or attachment or execution is levied on this Lease or on any
          of Tenant's Property and is not discharged within thirty (30) days; or

     e.   If Tenant makes a general assignment for the benefit of creditors, or
          provides for an arrangement, composition, extension or adjustment with
          its creditors; or

     f.   If Tenant files a voluntary petition for relief or if a petition
          against Tenant in a proceeding under the federal bankruptcy laws or
          other insolvency laws is filed and not withdrawn or dismissed within
          sixty (60) days thereafter, or if under the provisions of any law
          providing for reorganization or winding up of corporations, any court
          of competent jurisdiction assumes jurisdiction, custody or control of
          Tenant or any substantial part of its property and such jurisdiction,
          custody or control remains in force unrelinquished, unstayed or
          unterminated for a period of sixty (60) days; or

     g.   If in any proceeding or action in which Tenant is a party, a trustee,
          receiver, agent or custodian is appointed to take charge of the
          Premises or Tenant's Property (or has the authority to do so) for the
          purpose of enforcing a lien against the Premises or Tenant's Property;
          or

     h.   If Tenant is a partnership or consists or more than one (1) person or
          entity, if any partner of the partnership or other person or entity is
          involved in any of the acts or events described in subparagraphs (d)
          through (g) above.

27.2 Remedies. In the event of Tenant's default hereunder, then in addition to
     any other rights or remedies Landlord may have under any law, Landlord
     shall have the right, at Landlord's option, subject to the approval of the
     Office of the Comptroller of Currency, without further notice or demand of
     any kind to do the following:

     a.   Terminate this Lease and Tenant's right to possession of the Premises
          and reenter the Premises and take possession thereof, and Tenant shall
          have no further claim to the Premises or under this Lease; or

     b.   Continue this Lease in effect, reenter and occupy the Premises for the
          account of Tenant, and collect any unpaid Rent or other charges which
          have or thereafter become due and payable; or

     c.   Reenter the Premises under the provisions of subparagraph (b), and
          thereafter elect to terminate this Lease and Tenant's right to
          possession of the Premises.

     If Landlord reenters the Premises under the provisions of subparagraph (b)
     or (c) above, Landlord shall not be deemed to have terminated this Lease or
     the obligation of Tenant to pay any Rent or other charges thereafter
     occurring, unless Landlord notifies Tenant in writing of Landlord's
     election to terminate this Lease. In the event of any reentry or retaking
     of possession by Landlord, Landlord shall have the right, but not the
     obligation, to remove all or any part of Tenant's Property in the Premises
     and to place such property in storage at public warehouse

                                       18
<PAGE>

                         OVERLAND FINANCIAL CENTER LEASE



     at the expense and risk of Tenant. If Landlord elects to relet the Premises
     for the account of Tenant, the rent received by Landlord from such
     reletting shall be applied as follows: first, to the payment of any
     indebtedness other than Rent due hereunder from Tenant to Landlord; second,
     to the payment of any costs of such reletting; third, to the payment of the
     cost of any alterations or repairs to the Premise; fourth, to the payment
     of Rent due and unpaid hereunder; and the balance, if any, shall be held by
     Landlord and applied in payment of future Rent as it becomes due. If that
     portion of rent received from the reletting which is applied against the
     Rent due hereunder is less than the amount of the Rent due; Tenant shall
     pay the deficiency to Landlord promptly upon demand by Landlord. Such
     deficiency shall be calculated and paid monthly. Tenant shall also pay to
     Landlord in connection with such reletting or in making alterations and
     repairs to the Premises, which are not covered by the rent received from
     the reletting.

     Should Landlord elect to terminate this Lease under the provisions of
     subparagraph (a) or (c) above, Landlord may recover as damages from Tenant
     the following:

     1.   Past Rent. The worth at the time of the award of any unpaid Rent which
          had been earned at the time of termination; plus

     2.   Rent prior to Award. The worth at the time of the award of the amount
          by which the unpaid Rent which would have been earned after
          termination until the time of award exceeds the amount of such rental
          loss that Tenant proves could have been reasonably avoided; plus

     3.   Rent After Award. The worth at the time of the award of the amount by
          which the unpaid Rent for the balance of the Term after the time of
          award exceeds the amount of the rental loss that Tenant proves could
          be reasonably avoided; plus

     4.   Proximatelv Caused Damages. Any other amount necessary to compensate
          Landlord for all detriment proximately caused by Tenant's failure to
          perform its obligation under this Lease or which in the ordinary
          course of things would be likely to result therefrom, including, but
          not limited to, any costs or expenses (including attorney's fees),
          incurred by Landlord in (a) retaking possession of the Premises, (b)
          maintaining the Premises after Tenant's default, (c) preparing the
          Premises for reletting to a new tenant, including any repairs or
          alterations, and (d) reletting the Premises, including broker's
          commissions.

     "The worth at the time of the award" as used in subparagraphs 1 and 2
     above, is to be computed by allowing interest at the rate of ten percent
     (10%) per annum. "The worth at the time of the award" as used in
     subparagraph 3 above, is to be computed by discounting the amount at the
     discount rate of the Federal Reserve Bank situated nearest to the Premises
     at the time of the award plus one percent (1%).

     The waiver by Landlord of any breach of any term, covenant or of this Lease
     shall not be deemed a waiver of such term, covenant or condition or of any
     subseguent breach of the same or any other term, covenant or condition.
     Acceptance of Rent by Landlord subsequent to any breach hereof shall not be
     deemed a waiver of any preceding breach other than the failure to pay the
     particular Rent so accepted, regardless of Landlord's knowledge of any
     breach at the time of such acceptance of Rent. Landlord shall not be deemed
     to have waived any term, covenant or condition unless Landlord gives Tenant
     written notice of such waiver.

                                       19
<PAGE>

                         OVERLAND FINANCIAL CENTER LEASE




31.  QUIET ENJOYMENT.
     ----------------

Tenant, upon paying the Rent and performing all of its obligations under this
Lease, shall peaceably and quietly enjoy the Premises, subject to the terms of
the Lease and to any mortgage, lease, or other agreement to which this Lease may
be subordinate.

32.  FORCE MAJEURE.
     --------------

Any prevention, delay or stoppage of work to be performed by Landlord or Tenant
which is due to strikes, labor disputes, inability to obtain labor, materials,
equipment or reasonable substitutes therefor, acts of God, governmental
restrictions of regulations or controls, judicial orders, enemy or hostile
government actions, civil commotion, fire or other casualty, or other causes
beyond the reasonable control of the party obligated to perform hereunder, shall
excuse performance of the work by that party for a period equal to the duration
of that prevention, delay or stoppage. Except to Paragraph 4, nothing in this
Article 32 shall excuse or delay Tenant's obligation to pay Rent or other
charges under this Lease.

33.  CURING TENANT'S DEFAULTS.
     -------------------------

If Tenant defaults in the performance of any of its obligations under this
Lease, Landlord may (but shall not be obligated to) without waiving such
default, perform the same for the account and at the expense of Tenant. Tenant
shall pay Landlord all costs of such performance promptly upon receipt of a bill
therefor.

34.  SIGN CONTROL.
     -------------

Except as provided in Paragraph 35 and except for any signs, emblems or other
similar items required by law, Tenant shall not affix, paint, erect or inscribe
any sign, projection, awning, signal or advertisement of any kind to any part of
the Premises, Building or Project, including without limitation, the inside or
outside of windows or doors, without the written consent of Landlord, which
consent shall not be unreasonably witheld. Landlord shall have the right to
remove any signs or other matter, installed without Landlord's permission,
without being liable to Tenant by reason of such removal, and to charge to cost
of removal to Tenant as additional rent hereunder, payable within ten (10) days
of written demand by Landlord.

35.  NAME OF BUILDING; SIGNAGE.
     ----    ------------------

For so long as Tenant shall be actively engaged in business in the Premises and
not in default of its obligations under this Lease, Landlord agrees that the
Tenant shall have the right to name the Building and that the Project shall have
no name. Landlord also agrees that Tenant shall have the right, at Tenant's cost
and expense, to place two (2) signs with the name of Tenant's choice on the
exterior third floor portion of the Building facing 1-15 and Jefferson Avenue
and to also place two (2) signs on the exterior second floor portion of the
Premises facing 1-15 and Jefferson Avenue (exact sign verbage to follow);
additionally, if permited by City of Temecula, Tenant shall have the right to
install parkway monument sign, provided, however, that the locations of such
signs, as well as the size, shape, color and characteristics of such signs will
be subject to the prior written approval of Landlord, which shall not be
unreasonably withheld or delayed. Upon installation of the above signs Tenant
agrees, at Tenant's sole cost and expense, to keep said signs in good repair and
working order at all times.

                                       20
<PAGE>


                         OVERLAND FINANCIAL CENTER LEASE

36.  CONTINGENCIES.
     --------------

A.   Landlord Contingencies.
     -----------------------

     The Lease and any addendum herein are subject to or contingent upon
     Landlord obtaining Lender's approval of a renegotiated Note and Deed of
     Trust encumbering the property on which the Building is located on terms
     reasonably acceptable to Landlord. If Landlord has not notified Tenant that
     it has obtained such approval on or before August 31, 1996, either Landlord
     or Tenant may terminate this Lease.

B.   Tenant Contingencies.
     ---------------------

     (1)  The Lease and any addendum herein are subject to and or contingent
          upon Tenant obtaining the following:

          (a) Tenant's receipt of bank state and/or federal charter approval and
          capitalization requirements on or before September 30, 1996. In the
          event Tenant should not receive the necessary state and/or federal
          approvals and the necessary capitalization requirements the balance of
          the Lease shall be null and void. All advance rent payments (October
          1996 and November 1996) and the Security Deposit mentioned in
          Paragraph 7 shall be refunded and returned to Tenant.

          (b) Tenant's approval of any and all costs for obtaining a Certificate
          of Occupancy and fulfilling any and all City requirements regarding
          occupancy of the space subject to this Lease on or before February 28,
          1996.

          (c) Tenant's receipt of approval from the Comptroller of Currency and
          F.D.I.C.

          (d) Landlord shall obtain approvals of this Lease as described in
          Paragraph 36A-(1) from the beneficiary of the note and first trust
          deed holder on or before January 1, 1996. In the event that Landlord
          does not receive said approvals then Tenant at his option may
          terminate this Lease agreement.

          (e) Prior to Tenant depositing the sums described in Paragraph L (c),
          Tenant shall receive approval from its Board of Directors, authorizing
          the Tenant to deposit said monies.

C.   Option to Extend Tenant's Contingency Period.
     ---------------------------------------------

     (1)  Tenant shall have up to six (6) thirty (30) day periods to extend the
          contingency period beginning October 1, 1996.

     (2)  Tenant shall notify Landlord no later than thirty (30) days prior to
          September 30, 1996, of its intent to extend the contingency period.
          Thereafter, Tenant shall notify Landlord thirty (30) days in advance
          of each intent to extend.

     (3)  Beginning October 1, 1996, the rent due for each thirty (30) day
          extension of the contingency period shall be $10,288.00.

37.  EXISTING OVERLAND BANK FUTURES.
     -------------------------------

The subject property contains certain fixtures as described in attached Exhibit
"F". Upon Landlord's execution of this Lease, the Landlord shall have entered
into contract to obtain ownership of said fixtures and the fixtures shall be
included as part of this Lease. The Tenant agrees to purchase, from Landlord for
the sum of $25,000.00, the fixtures described in Exhibit "F" on or before
October 1, 1996. Said purchase price shall be paid by a cashier's check.

                                       21
<PAGE>

                         OVERLAND FINANCIAL CENTER LEASE

In the event that the Tenant should not receive the necessary approvals as
described in Paragraph 36-B then Tenant shall have no obligations to purchase
the existing Overland Bank fixtures herein described.

Upon the expiration of this Lease all items described in Exhibit "F" shall
remain the property of Tenant.

38.  OPTIONS TO EXTEND TERM.
     -----------------------

Tenant shall have the option to extend the term of the Lease on the terms and
conditions set forth below.

     (1)  Tenant is given the option to extend the term of this Lease on all the
          provisions contained in this Lease, except for Monthly Rent, for an
          additional one (5) year period ("first extension period") following
          expiration of the initial term, by giving notice of exercise of the
          option ("option notice") to Landlord at least nine (9) months but no
          more than one (1) year before the expiration of the initial term.
          Provided that, if Tenant is in default on the date of giving the
          option notice, the option notice shall be totally ineffective, or if
          Tenant is in default on the date the extended term is to commence, the
          extended term shall not commence and this Lease shall expire at the
          end of the initial term.

          The lease rate during the first extension period shall be as follows:


          October 1, 2003 - September 30, 2004          - $10,915.00 per month

          October 1, 2004 - September 30, 2005          - $10,915.00 per month

          October 1, 2005 - September 30, 2006          - $11,242.00 per month

          October 1, 2006 - September 30, 2007          - $11,580.00 per month

          October 1, 2007 - September 30, 2008          - $11,927.00 per month

     (2)  Tenant is given the option to extend the term of this Lease on all the
          provisions contained in this Lease, except for Monthly Rent, for an
          additional one (5) year period ("second extension period") following
          expiration of the first extension period, by giving notice of exercise
          of the option ("option notice".) to Landlord at least nine (9) months
          but no more than one (1) year before the expiration of the first
          extension period. Provided that, if Tenant is in default on the date
          of giving the option notice, the option notice shall be totally
          ineffective, or if Tenant is in default on the date the second
          extension term is to commence, the second extension term shall not
          commence and this Lease shall expire at the end of the first extension
          period.

          (a) The parties shall have thirty (30) days after Landlord receives
          the option notice in which to agree on Monthly Rent during the second
          extension period. If the parties agree on the Monthly Rent for the
          second extension period during that period, they shall immediately
          execute an amendment to this Lease stating the Monthly Rent.

          (b) If the parties are unable to agree on the Monthly Rent for the
          second extension period within that period, then within ten (10) days
          after the expiration of that period each party, at its cost and by
          giving notice to the other party, shall appoint a real estate
          appraiser with at least 5 years


                                       22
<PAGE>

                         OVERLAND FINANCIAL CENTER LEASE



          full-time commercial appraisal experience in the area in which the
          Premises are located to appraise and set the Monthly Rent for the
          second extension period. If a party does not appoint an appraiser
          within ten (10) days after the other party has given notice of the
          name of its appraiser, the single appraiser appointed shall be the
          sole appraiser and shall set the Monthly Rent for the second extension
          period. If the two appraisers are appointed by the parties as stated
          in this paragraph, they shall meet promptly and attempt to set the
          Monthly Rent for the second extension period. If they are unable to
          agree within thirty (30) days after the second appraiser has been
          appointed, they shall attempt to elect a third appraiser meeting the
          qualifications stated in this paragraph within ten (10) days after the
          last day the two appraisers are given to set the Monthly Rent. If they
          are unable to agree on the third appraiser, either of the parties to
          this Lease, by giving ten (10) days notice to the other party can
          apply to the American Arbitration Association for the purpose of
          determining the Monthly Rent in which case the parties agree that the
          decision of the American Arbitration Association setting the Monthly
          Rent shall be binding. Each of the parties shall pay one half of the
          costs of appointing and the fees of the third appraiser or the
          American Arbitration Association. The third appraiser, however
          selected, shall be a person who has not previously acted in any
          capacity for either party.

          (c) Within thirty (30) days after the selection of the third
          appraiser, a majority of the appraisers shall set the Monthly Rent for
          the second extension period. If a majority of the appraisers are
          unable to set the Monthly Rent within the stipulated period of time,
          the three appraisals shall be added together and their total divided
          by three; the resulting quotient shall be the Monthly Rent for the
          Premises during the second extension period.

          (d) In setting the Monthly Rent for the second extension period, the
          appraiser or appraisers shall consider the use to which the Premises
          are restricted under this Lease and shall not consider the highest and
          best use for the Premises without regard to the restriction on use of
          the Premises contained in this Lease.

          (e) If the low appraisal and/or the high appraisal are/is more than
          fifteen percent (15%) lower and/or higher than the middle appraisal,
          the low appraisal and/or the high appraisal shall be disregarded. If
          only one appraisal is disregarded, the remaining two appraisals shall
          be added together and their total divided by two; the resulting
          quotient shall be the Monthly Rent for the Premises during the second
          extension period. If both the low appraisal and the high appraisal are
          disregarded as stated in this paragraph, the middle appraisal shall be
          the Monthly Rent for the Premises during the second extension period.

          (f) Notwithstanding any other provisions of this Section 38, the
          Monthly Rent for the second extension period shall not be less than
          the amount of the Monthly Rent in effect prior to the expiration of
          the first extension period.

          (g) After the Monthly Rent for the second extension period has been
          set, the appraisers shall immediately notify the parties. If Tenant
          objects to the Monthly Rent that has been set, Tenant shall have the
          right to have this Lease expire at the end of the first extension
          period, provided that Tenant pays all the costs in connection with
          appraisal procedure

                                       23
<PAGE>

                         OVERLAND FINANCIAL CENTER LEASE



          that set the Monthly Rent. Tenant's election to allow this Lease to
          expire at the end of the first extension period must be exercised
          within ten (10) days after receipt of notice from the appraisers of
          the Monthly Rent for the second extension period. If Tenant does not
          exercise its election within the ten (10) day period, the term of this
          Lease shall be extended as provided in this section.

     (3)  Tenant is given the option to extend the term of this Lease on all the
          provisions contained in this Lease, except for Monthly Rent, for an
          additional one (5) year period ("third extension period") following
          expiration of the second extension period , by giving notice of
          exercise of the option ("option notice") to Landlord at least nine (9)
          months but no more than one (1) year before the expiration of the
          second extension period . Provided that, if Tenant is in default on
          the date of giving the option notice, the option notice shall be
          totally ineffective, or if Tenant is in default on the date the third
          extension term is to commence, the third extension term shall not
          commence and this Lease shall expire at the end of the second
          extension period.

          (a) The parties shall have thirty (30) days after Landlord receives
          the option notice in which to agree on Monthly Rent during the third
          extension period. If the parties agree on the Monthly Rent for the
          third extension period during that period, they shall immediately
          execute an amendment to this Lease stating the Monthly Rent.

          (b) If the parties are unable to agree on the Monthly Rent for the
          third extension period within that period, then within ten (10) days
          after the expiration of that period each party, at its cost and by
          giving notice to the other party, shall appoint a real estate
          appraiser with at least 5 years full-time commercial appraisal
          experience in the area in which the Premises are located to appraise
          and set the Monthly Rent for the third extension period. If a party
          does not appoint an appraiser within ten (10) days after the other
          party has given notice of the name of its appraiser, the single
          appraiser appointed shall be the sole appraiser and shall set the
          Monthly Rent for the third extension period. If the two appraisers are
          appointed by the parties as stated in this paragraph, they shall meet
          promptly and attempt to set the Monthly Rent for the third extension
          period. If they are unable to agree within thirty (30) days after the
          second appraiser has been appointed, they shall attempt to elect a
          third appraiser meeting the qualifications stated in this paragraph
          within ten (10) days after the last day the two appraisers are given
          to set the Monthly Rent. If they are unable to agree on the third
          appraiser, either of the parties to this Lease, by giving ten (10)
          days notice to the other party can apply to the American Arbitration
          Association for the purpose of determining the Monthly Rent in which
          case the parties agree that the decision of the American Arbitration
          Association setting the Monthly Rent shall be binding. Each of the
          parties shall pay one half of the costs of appointing and the fees of
          the third appraiser or the American Arbitration Association. The third
          appraiser, however selected, shall be a person who has not previously
          acted in any capacity for either party.

          (c) Within thirty (30) days after the selection of the third
          appraiser, a majority of the appraisers shall set the Monthly Rent for
          the third extension period. If a majority of the appraisers are unable
          to set the Monthly Rent within the stipulated period of time, the
          three appraisals shall be

                                       24
<PAGE>

                         OVERLAND FINANCIAL CENTER LEASE



          added together and their total divided by three; the resulting
          quotient shall be the Monthly Rent for the Premises during the third
          extension period.

          (d) In setting the Monthly Rent for the third extension period, the
          appraiser or appraisers shall consider the use to which the Premises
          are restricted under this Lease and shall not consider the highest and
          best use for the Premises without regard to the restriction on use of
          the Premises contained in this Lease.

          (e) If the low appraisal and/or the high appraisal are/is more than
          fifteen percent (15%) lower and/or higher than the middle appraisal,
          the low appraisal and/or the high appraisal shall be disregarded. If
          only one appraisal is disregarded, the remaining two appraisals shall
          be added together and their total divided by two; the resulting
          quotient shall be the Monthly Rent for the Premises during the third
          extension period. If both the low appraisal and the high appraisal are
          disregarded as stated in this paragraph, the middle appraisal shall be
          the Monthly Rent for the Premises during the third extension period .

          (f) Notwithstanding any other provisions of this Section 38, the
          Monthly Rent for the third extension period shall not be less than the
          amount of the Monthly Rent in effect prior to the expiration of the
          second extension period.

          (g) After the Monthly Rent for the third extension period has been
          set, the appraisers shall immediately notify the parties. If Tenant
          objects to the Monthly Rent that has been set, Tenant shall have the
          right to have this Lease expire at the end of the second extension
          period, provided that Tenant pays all the costs in connection with
          appraisal procedure that set the Monthly Rent. Tenant's election to
          allow this Lease to expire at the end of the second extension period
          must be exercised within ten (10) days after receipt of notice from
          the appraisers of the Monthly Rent for the third extension period. If
          Tenant does not exercise its election within the ten (10) day period,
          the term of this Lease shall be extended as provided in this section.

          (h) Tenant shall have no right to extend the term of the Lease beyond
          the third extension period.

39.  TENANT'S RIGHT OF FIRST REFUSAL TO PURCHASE BUILDING.

If Landlord, during the term of this Lease and/or any extension hereof,
determines to sell the Building, Landlord shall notify Tenant of the terms on
which Landlord intends to list the building for sale. If Tenant, within three
(3) days of receipt of Landlord's notice, indicates in writing its agreement to
purchase the Building on the terms stated in Landlord's notice, Landlord shall
sell and convey the Building to Tenant on such terms. If Tenant does not
indicate its agreement to purchase the building on such terms within three (3)
days, Landlord thereafter shall have the right to sell and convey the Building
to a third party on any terms reasonably acceptable to Landlord and Tenant's
right of first refusal shall expire and be null and void.

40.  AGREEMENT NOT TO NEGOTIATE.
     -------------    ----------

For the period of time through August 31, 1996 and any time extensions agreeded
upon by Landlord and Tenant pursuant only to Paragraph 36A, Landlord shall not
negotiate or enter into any written or verbal agreements with any other
prospective Tenants regarding Leasing said premises.



                                       25
<PAGE>

                         OVERLAND FINANCIAL CENTER LEASE



41.  MISCELLANEOUS.
     --------------

A.   Accord and Satisfaction; Allocation of Payments. No payments by Tenant or
     receipt by Landlord of a lesser amount than the Rent provided for in this
     Lease shall be deemed to be other than on account of the earliest due Rent,
     nor shall any endorsement or statement on any check or letter accompanying
     any check or payment as Rent be deemed an accord and satisfaction, and
     Landlord may accept such check or payment without prejudice to Landlord's
     right to recover the balance of the Rent or pursue any other remedy
     provided for in this Lease. In connection with the foregoing, Landlord
     shall have the absolute right in its sole discretion to apply any payment
     received from Tenant to any account or other payment of Tenant then not
     current and due or delinquent.

B.   Addenda. If any provision contained in an addendum to this Lease is
     inconsistent with any other provision herein, the provisions contained in
     the addendum shall control, unless otherwise provided in the addendum.

C.   Attorneys' Fees. If any action or proceeding is brought by either party
     against the other pertaining to or arising out of this Lease, the finally
     prevailing party shall be entitled to recover all costs and expenses,
     including reasonable attorneys' fees, incurred on account of such action or
     proceeding.

D.   Captions. Articles and Section Numbers. The captions appearing within the
     body of this Lease have been inserted as a matter of convenience and for
     reference only and in no way define, limit or enlarge the scope or meaning
     of this Lease. All references to Article and Section numbers refer to
     Article and Sections in this Lease.

E.   Changes Requested by Lender. Neither Landlord or Tenant shall unreasonably
     withhold its consent to changes or amendments to this Lease requested by
     the lender or Landlord's interest, so long as these changes do not alter
     the basic business terms of this Lease or otherwise materially diminish any
     rights or materially increase any obligations of the party from whom
     consent to such change or amendment is request.

F.   Choice of Law. This Lease shall be construed and enforced in accordance
     with the laws of the State of California.

G.   Consent Notwithstanding anything contained in this Lease to the contrary,
     Tenant shall have no claim, and hereby waives the right to any claim
     against Landlord for money damages by reason of any refusal, withholding or
     delaying, by Landlord of any consent, approval or statement of
     satisfaction, and in such event, Tenant's only remedies therefore shall be
     an action for specific performance, injunction or declaratory judgment to
     enforce any right to such consent, etc.

H.   Corporate Authority. If Tenant is a corporation, each individual signing
     this Lease on behalf of Tenant represents and warrants that he is duly
     authorized to execute and deliver this Lease on be half of the corporation,
     and that this Lease is binding on Tenant in accordance with its terms.
     Tenant shall, at Landlord's request, deliver a certified copy of a
     resolution of its board of directors authorizing such executions.

I.   Counterparts. This Lease may be executed in multiple counterparts, all of
     which shall constitute one and the same Lease.


                                       26
<PAGE>


                         OVERLAND FINANCIAL CENTER LEASE


J.   Execution of Lease; No Option. The submission of this Lease to Tenant shall
     be for examination purposes only, and does not and shall not constitute a
     reservation of or option for Tenant to lease, or otherwise create any
     interest of Tenant in the Premises or any other premises within the
     Building or Project. Execution of this Lease by Tenant and its return to
     Landlord shall not be binding on Landlord notwithstanding any time
     interval, until Landlord has in fact signed and delivered this Lease to
     Tenant.

K.   Furnishing of Financial Statements; Tenant's Representations. In order to
     induce Landlord to enter into this Lease Tenant agrees that it shall
     promptly furnish Landlord, from time to time, upon Landlord's written
     request, with financial statements reflecting Tenant's current financial
     condition. Tenant represents and warrants that all statements, records and
     information furnished by Tenant to Landlord in accordance with this Lease
     are true, correct and complete in all respects.

L.   Further Assurances. The parties agree to promptly sign all documents
     reasonably requested to give effect to the provisions of this Lease.

M.   Mortgagee Protection. Tenant agrees to send by certified or registered mail
     to any first mortgagee or first deed of trust beneficiary of Landlord whose
     address has been furnished to Tenant, a copy of any notice of default
     served by Tenant on Landlord.

N.   Prior Agreements; Amendments. This Lease contains all of the agreements of
     the parties with respect to any matter covered or mentioned in this Lease,
     and no prior agreement or understanding pertaining to any such matter shall
     be effective for any purpose. No provisions of this Lease may be amended or
     added to except by an agreement in writing signed by the parties or their
     respective successors in interest.

O.   Recording. Tenant shall not record this Lease without the prior written
     consent of Landlord. Tenant, upon the request of Landlord, shall execute
     and acknowledge a "short form" memorandum of this Lease for recording
     purposes.

P.   Severability. A final determination by a court of competent jurisdiction
     that any provision of this Lease is invalid shall not affect the validity
     of any other provision, and any provision so determined to be invalid
     shall, to the extent possible, he construed to accomplish its intended
     effect.

Q.   Successors and Assigns. This Lease shall apply to and bind the heirs,
     personal representatives, and permitted successors and assigns of the
     parties.

R.   Time is of the Essence. Time is of the essence of this Lease.

S.   Exclusive Use. Landlord agrees that Landlord shall not lease (nor allow any
     existing tenant to sublease) any space or portion thereof to other tenants
     that own or operate any similar type business. More specifically those
     usages prohibited by Landlord shall be, any savings and loan institutions,
     state and or national banks, affilliates of same and any tenants that would
     be deemed as branch offices of the type uses mentioned herein.

T.   Waiver. No delay or omission in the exercise of any right or any right or
     remedy of Landlord upon any default by Tenant shall impair such right or
     remedy or be construed as a waiver or such default.

                                       27
<PAGE>


                         OVERLAND FINANCIAL CENTER LEASE




          The receipt and acceptance by Landlord of delinquent Rent shall not
          constitute a waiver of any other default; it shall constitute only a
          waiver of timely payment for the particular Rent payment involved.

          No act or conduct of Landlord, including, without limitation, the
          acceptance of keys to the Premises, shall constitute an acceptance of
          the surrender of the Premises by Tenant before the expiration of the
          Term. Only a written notice from Landlord to Tenant shall constitute
          acceptance of the surrender of the Premises and accomplish a
          termination of the Lease. Landlord's consent to or approval of any act
          by Tenant requiring Landlord's consent or approval shall not deemed to
          waiver or render unnecessary Landlord's consent to or approval of any
          subsequent act by Tenant.

          Any waiver by Landlord of any default must be in writing and shall not
          be a waiver of any other default concerning the same or any other
          provisions of the Lease.

     The parties hereto have executed this Lease as of the date set forth on
     Page 1.

      LANDLORD:

      INVESTMENT TRUST ASSOCIATES

/S/DONNA S. BIANCHI
-------------------

/S/ JOHN E. BIANCHI
-------------------


TENANT

/S/ STEVE WACKNITZ
------------------

/S/ LUTHER J. MOHR
------------------

/S/ NEIL M. CLEVELAND
---------------------




      LENDER APPROVAL:

      JOHN ALDEN LIFE INSURANCE  CO.


BY:



TITLE


                                       28
<PAGE>


          EXHIBIT "C"



          That certain real property situated in the unincorporated area of the
          County of Riverside, State of California, described as follows:

          (Landlord's Property)

          Parcel 3 of Parcel Map No. 19353 on file in Book 124, pages 64 through
          66 of Parcel Maps, records of Riverside County, California, containing
          approximately 33,400 square foot multi-tenant office building commonly
          known as 22710 Jefferson Avenue, Temecula, California., 92390.

          (Rancho/Park Property)

          Parcel 4 of Parcel Map No. 19353 on file in Book 124, pages 64 through
          66 of Parcel Maps, records of Riverside County, California, containing
          approximately a 41,216 square foot multi-tenant office building
          commonly known as 27720 Jefferson, Temecula, Calif., 92390.






                                   INITIALS X



<PAGE>

                                   EXHIBIT "E"

                              RULES AND REGULATIONS
                              ---------------------

     1. The sidewalks, halls, passages, exits, entrances, elevators and
stairways of the Building shall not be obstructed by any of the egress from
their respective premises.

     2. The toilet rooms, urinals, wash bowls and other similar apparati shall
not be used for any purpose other than that for which they were constructed and
no foreign substance of any kind whatsoever shall be thrown therein and the
expense of any breakage, stoppage or damage resulting from the violation of this
rule shall be borne by the tenant who or whose employees or invitees shall have
caused it.

     3. No tenant shall overload the floors of the Building or in any way deface
the Building or any part hereof.

     4. Tenant shall not use, keep or permit to be used or kept any foul or
noxious gas or substance in the Premises, or permit or suffer the Premises to be
occupied or used in a manner offensive or objectionable to the Landlord or other
occupants of the Building by reason of noise, odors and/or vibrations, or
interfere in any way with other tenants or those having business therein nor
shall any animals or birds be brought in or kept in or about the Premises or the
Building.

     5. Tenant shall not use or keep in the Premises or the Building any
kerosene, gasoline or inflammable or combustible fluid or material, or use any
method of heating or air-conditioning other than that supplied by Landlord.

     6. Landlord will direct electricians as to where and how telephone and
telegraph wires are to be introduced. No boring or cutting for wires will be
allowed without the consent of the Landlord. The location of telephones, call
boxes and other office equipment affixed to the Premises shall be subject to the
approval of Landlord.

     7. On Sundays and legal holidays, and on other days between the hours of
8:00 p.m. and 7:00 a.m. the following day, access to the Building or to the
halls, corridors, elevators or stairways in the Building, or to the Premises may
be limited to Tenant, Tenant's employees and invitees. Landlord shall in no case
be liable for damages for any error with regard to the admission to or exclusion
from the Building of any person. In case of invasion, mob, riot, public
excitement, or other commotion, Landlord reserves the right to prevent access to
the building during the continuance of the same by closing of the doors or
otherwise: for. the safety of the tenants and protection ot property in the
Building and the Building. Tenant shall have the right to select a security
service for the Premises.

                                   INITIALS X


<PAGE>



                                   EXHIBIT "F"

                         Existing Overland Bank Fixtures
                         -------------------------------

                Steel Cabinets (as part of the Teller Stations)

                Teller Computer Equipment

                Individual Storage Units

                Wood Cabinetry

                Wood Partition

                Safe Deposit Boxes

                Vault Door

                Mosier Alarm















                                   INITIAL X


<PAGE>



                                   EXHIBIT "E"

     8. Landlord reserves the right to exclude or expel from the Building any
person who, in the judgement of Landlord, is intoxicated or under the influence
of liquor or drugs, or who shall in any manner do any act in violation of any of
the rules and regulations of the Building.

     9. Tenant shall not disturb, solicit or canvas any occupant of the Building
and shall cooperate to prevent same.

     10. Landlord shall have the right to control and operate the public
portions of the Building, and the public facilities, and heating and
air-conditioning, as well as facilities furnished for the common use of the
tenants, in such manner as it deems best for the benefit of the tenants
generally.

     11. All entrance doors in the Premises shall be left locked when the
Premises are not in use, and all doors opening to public corridors shall be kept
closed, except for normal ingress and egress from the Premises.

     12. Exterior window treatments for windows in the Building shall be
approved by the Landlord.

     13. Landlord shall provide for the lobby area a building tenant directory,
however, Tenant agrees at Tenant's sole cost and expense, to provide a building
standard Acrylic insert for directory. Landlord to provide specifications for
inserts, also Landlord reserves the right to restrict the amount of directory
space utilized by Tenant. Tenant is also required to install at Tenant's sole
cost and expense a 4" x 24" door plaque for Tenant signing at front entry door.
Landlord to provide specifications for door plaque.
















                                        INITIALS X


<PAGE>



                                   EXHIBIT "G"

                         Existing Leasehold Improvements
                         -------------------------------

Night Drop

Drive Up

Carpet

ATM construction

Oak Teller Counter

Kitchen Cabinets

Oak Doors

Kitchen Wood Cabinetry

Alarm System

Air Conditioning

Marble Floor

All built-in Cabinets through out premises

Kitchen appliances (including refrigerator installed in wooden cabinetry)










                                   INITIAL X


<PAGE>



                                   EXHIBIT "G"

                         Existing Leasehold Improvements
                         -------------------------------

Night Drop

Drive Up

Carpet

ATM construction

Oak Teller Counter

Kitchen Cabinets

Oak Doors

Kitchen Wood Cabinetry

Alarm System

Air Conditioning

Marble Floor

All built-in Cabinets through out premises

Kitchen appliances (including refrigerator installed in wooden cabinetry)








                                   INITIAL X

<PAGE>



                  SECOND AMENDMENT OF LEASE AND ACKNOWLEDGMENT
                        OF CERTAIN CONDITIONS SUBSEQUENT

This Second Amendment and Acknowledgment of Certain Conditions Subsequent
("Second Amendment") to the Lease (as defined below) is entered into and
effective as of December 11,1996, by and between INVESTMENT TRUST ASSOCIATES,
herein called "Landlord", and STEVE WACKNITZ, LUTHER J. MOHR, NEIL M. CLEVELAND
AND/OR ASSIGNEE, hereinafter called "Tenant", with respect to the following:

A. Landlord and Tenant entered into a Lease dated January 22, 1996, ("the
Lease") and amended by Amendment of Lease dated May 22,1996, pursuant to which
Landlord leased to Tenant, and Tenant leased from Landlord, premises located in
Temecula, California, commonly known as 27710 Jefferson Avenue, #A100 and A200,
and more particularly described in the Lease.

B. Landlord and Tenant desire to make certain amendments to the Lease and to
acknowledge certain events subsequent to the effectiveness of the Lease, as
herein set forth.

NOW , THEREFORE, in consideration of the foregoing recitals and the mutual
covenants set forth below, the parties agree as follows:

1. The subject property contains certain Equipment and Fixtures described in
Exhibit "F", which is attached to the Second Amendment of this Lease. Tenant
agrees to purchase from Landlord, for the sum of $25,000.00, the Equipment and
Fixtures described in Exhibit "F" on or before December 31,1996. Landlord will
deliver to Tenant a copy of the bill of sale(s) from the original owner of the
Equipment and Fixtures listed on Exhibit "F". Tenant is purchasing the Equipment
and Fixtures listed on Exhibit "F' in an "as is" condition and Landlord offers
no warranties, no responsibility for repairs or other, and is not to be held
liable for anything related to the Equipment and Fixtures listed on Exhibit "F".

2. The following portions of Paragraph 2.1 of the Lease are hereby amended as
follows: "9798 SQUARE FEET" shall now read "9698 SQUARE FEET"; and "SUITES A100
AND A200" shall now read "SUITE A100". The rent as described in Paragraph 5 and
Paragraph 38 of the Lease shall remain the same.

3 It is hereby acknowledged that Landlord has completed the items to Tenant's
satisfaction described on A the "punch list" required by Paragraph 10 of the
Lease at Landlord's cost. It is further acknowledged that those items on the
"punch list" which have been paid for by Tenant will not be billed to or
reimbursed by or the Landlord.


4. The last sentence of Paragraph 16B(2} of the Lease is hereby amended to read
as follows: "Tenant shall notify Landlord or his agent of the assignment five
(5) days prior to its execution. (UNREADABLE)
5. Landlord hereby acknowledges that Tenant provided the appropriate notice of
assignment as required in Paragraph 4 of this Second Amendment.
6 Except as otherwise modified by this Amendment agreement, all of the
provisions of the Lease shall remain unchanged and in full force and effect.

<PAGE>



                               AMENDMENT OF LEASE


This agreement dated May 22,1996, between INVESTMENT TRUST ASSOCIATES, herein
called "Landlord", and STEVE WACKNITZ, LUTHER J MOHR, NEIL M CLEVELAND AND/OR
ASSIGNEE, hereinafter called "Tenant", with respect to the following

A. Landlord and Tenant entered into a written leasc dated January 22,1996 ("the
Lease"), pursuant to which Landlord leased to Tenant, and Tenant leased form
Landlord. premises located in Temecula, California, commonly known as 27710
Jefferson Avenue, #A1OO and A200, and more particularly described In the LEASE,

THEREFORE, in consideration of the foregoing recitals and the mutual covenant
set forth below, the partial agree as follows

t Notwithstanding any other provision* contained in the lease, in the event (a)
Lessee or its successors or assignees shall become insolvent or bankrupt, or if
it or their interests under this Lease shall be levied upon or told under
execution or other legal process, or (b) the depository institution then
operating on the Premises ia closed, or is taken over by any depository
Institution supervisory authority ("Authority"). Leaser may, in either such
event, terminate this Lease only with the concurrence of any Receiver or
Liquidator appointed by such Authority, provided, that in the event this Lease
is terminated by the Receiver or Liquidator, the maximum data of Lessor for
rent, damage*, or indemnity for injury resulting from the termination,
rejection, or abandonment of the unexpired Lease shall be law in no event be in
an amount equal to all accrued and unpaid rent to the date of termination.

2 Effectiveness of Lease: Except as otherwise modified by tliis Amendment
agreement, ail of the provision* of the Lease shall remain unchanged and in rail
force and effect.

     LANDLORD:                                     TENANT:

     INVESTMENT TRUST ASSOCIATES


                                                   STEVE WACKNITZ
     DONNA S.BIANCHI
     GENERAL PARTNER




/S/ JOHN E. BIANCHI
GENERAL PARTNER
--------------------------------------------------------------------------------

                                 LUTHER J. MOHR


                                NEIL M. CLEVELAND


<PAGE>



      Page 2
      Second Amendment of Lease

     LANDLORD:
     INVESTMENT TRUST ASSOCIATES




/S/DONNA S. BIANCHI

GENERAL PARTNER

/S/ JOHN E. BIANCHI



TENANT

/S/ STEVE WACKNITZ

/S/ LUTHER J. MOHR

/S/ NEIL M. CLEVELAND


<PAGE>



                               ASSIGNMENT OF LEASE


     This Assignment of Lease ("Assignment") is effective and entered into by
and between TEMECULA VALLEY BANK, NATIONAL ASSOCIATION ("Assignee") and STEPHEN
H. WACKNTTZ, LUTHER J. MOHR and NEIL M. CLEVELAND (collectively "Assignor"), as
of the 15th day of January, 1997,

                                    RECITALS

     A.Investment Trust Associates, as Lessor ("Lessor).and Assignor, as Lessee,
entered into a lease on January 22,1996, as amended effective May 22,1996
("Lease") pursuant to which Lessor leased to Assignor premises located in
Temecula, California, commonly known as 27710 Jefferson Avenue #A100and #A-200,
and particularly described in the Lease.

     B.Pursuant to Paragraph 16B(2) of the Lease, Assignor has a one-time
exclusive right, without Lessor approval, to assign ail of its right, title,
interest, duly and responsibility in the Lease to Assignee and upon such
assignment, Assignor (each of them) is to be fully released from all personal
liabilities of the Lease,

     C.Assignor now desires to assign the Lease to Assignee, and Assignee
desires to accept the Lease assignment;

     NOW, THEREFORE, assignor and Assignee agree as follows;

                                   ASSIGNMENT

     For good and valuable consideration, receipt of which is hereby
acknowledged. Assignor assigns and transfers to Assignee all of Assignor's
right, tide, interest, duty and responsibility in and to the Lease (attached to
this Assignment as Exhibit A), and Assignee agrees to and does accept such
assignment. Assignee expressly assumes and agrees to keep, perform, and fulfill
all the terms, covenants, conditions, and obligations, required to be kept,
performed, and fulfilled by Assignor as Lessee under the Lease, including the
making of all payments due to or payable on behalf of Lessor under the Lease
when due and payable. Assignee agrees to indemnify and hold Assignor harmless
from any and all claims, demand actions, liability, damages, fees of attorneys,
and other expenses or loss which may arise from or be incurred as a result of
claims against Assignor arising out of said Lease


                            RELEASE & INDEMNIFICATION

     By executing this Assignment, Assignee and any person or entity associated
with Assignee hereby release Assignor (and each of them) and their respective
heirs, assigns, successors, agents and attorneys from any and all actions,
causes of action, claims, demands, suits, damages, liabilities, compensation,
costs, expenses, attorneys' fees, or the like, past, present, or whether known
or unknown, based upon or arising out of any matter, cause, fact, thing, act, or
omission which relates in any manner to the Lease,

     Executed at Temecula, California, as of the day and year first above
written.

                                    ASSIGNEE:

                                    TEMECULA VALLEY BANK, NATIONAL ASSOCIATION


/S/ DONALD A. PITCHER
Chief Financial Officer




ASSIGNOR

/S/ STEVE WACKNITZ



/S/ LUTHER J. MOHR



/S/ NEIL M. CLEVELAND



<PAGE>



                                 NEW EXHIBIT "F"

                            EXISTING BANK EQUIPMENT

1. TELLER STEEL CABINETS & DRAWERS
2. GREEN LAMINATE CABINETS BEHIND TELLER LINE
3. GREEN LAMINATE CABINETS IN NOTE DEPT
4. SAFE DEPOSIT BOXES
5. STEEL CASH VAULT CABINETS
6. NOTE/SAFE DEPOSIT MOVEABLE CART
7. VAULT DOOR
8. NIGHT DEPOSITORY BOX
9. SECURITY/VIDEO ALARM SYSTEM
10. DRIVE UP EQUIPMENT
          INTERCOM SYSTEM DRIVE
          UP DRAWER PNEUMATIC
          TUBE SYSTEM
11. TELLER TERMINALS (FMS 100 MODEL)
12. CURTAINS
13. GREEN LAMINATE CABINETS IN ATM ROOM
14. CARPETING
15. OAK RECEPTION ENCLOSURE
16. OAK CHECK SIGNING COUNTER
17. TREE
16. KITCHEN RANGE/MICROWAVE (2ND FLOOR)
19. REFRIGERATOR (2ND FLOOR)
20. CABINET IN 2ND FLOOR STORAGE AREA
21. 4 WALL PICTURES
22. EMPLOYEE LOUNGE TABLE
23. 4 EMPLOYEE LOUNGE CHAIRS
24. EMPLOYEE LOUNGE COUCH
25. WOOD PARTITION BEHIND TELLER LINE

<PAGE>



                                 NEW EXHIBIT "G"

                        EXISTING LEASEHOLD IMPROVEMENTS

1. OAK TELLER COUNTER
2. KITCHEN CABINETS (2ND FLOOR)
3. KITCHEN CABINETS (1ST FLOOR)
4. OAK DOORS
5. AIR CONDITIONING
6. ALL OAK TRIM, MOLDING, & RAILINGS
7. MARBLE FLOOR
8. ALL BUILT IN SHELVING IN EXECUTIVE OFFICES
9. BUILT IN REFRIGERATOR (1ST FLOOR)
10.WOOD PLATFORM PARTITIONS (1ST FLOOR)
11.WOOD PLATFORM PLANTERS (1ST FLOOR)
12.BUILT IN DISHWASHER (2ND FLOOR)
13.WIRING FOR ALARM SYSTEM
14.DRIVE UP CONSTRUCTION
15.DRIVE UP UNDERGROUND TUBES








<PAGE>



                       ASSIGNMENT AND ASSUMPTION OF LEASE
                                 AND CONSENT OF
                                    LANDLORD


THIS ASSIGNMENT AND ASSUMPTION OF LEASE AND-CONSENT OF LANDLORD (this
"Assignment") is dated April 24,2000, by and between Planned Success, Inc.
("Assignor"), whose address is 27710 Jefferson Avenue, Suite 202, Temecula, CA
92590, and Temecula Valley Bank, N.A. ("Assignee"), whose address is 27.710
Jefferson Avenue, Suite 100, Temecula, CA 92590, and Investment Trust Associates
("Landlord"), whose address is c/o WestMar Commercial Brokerage, Inc., 27311
Jefferson Avenue, Suite 103, Temecula, CA 92590, with reference to the following
facts:

WHEREAS, Landlord is the original Landlord under the certain Lease dated
February 25, 1999, ("Lease"), under the terms of which Landlord leased to
Assignor and Assignor leased from Landlord approximately 867 square feet
of-space located-at 27710 Jefferson Avenue, Suite 202, Temecula, California
92590 (hereinafter referred to as the "Premises");

WHEREAS, Assignor desires to assign all its right, title, and interest in and to
the Lease to Assignee;

WHEREAS, Assignee desires to accept the assignment of Assignor's right, title,
and interest in and to the Lease, and to assume all obligations of Assignor
under the Lease; and

WHEREAS, Landlord desires to consent to such assignment and assumption, subject
to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereby agree as follows:

1. EFFECTIVE DATE OF ASSIGNMENT. This Assignment shall take effect on May 1,
2000, and Assignor shall deliver possession of the Premises-to Assignee on that
date; provided, however, that this Assignment shall not be effective until
Landlord has executed and delivered this Assignment to Assignor and Assignee.

2. ASSIGNMENT OF LEASE. Assignor hereby assigns and transfers to Assignee all of
the right, title, and interest of Assignor in and to the Lease.

3. ASSUMPTION OF LIABILITY. Assignee hereby agrees to and does accept the
assignment of the Lease and expressly assumes all of Assignor's obligations
under the Lease as though Assignee was the original Lessee thereunder, and
agrees to perform, from the date the Assignment becomes effective, as a direct
obligation to Landlord, all the provisions of the Lease, including but not
limited to, the making of all payments due hereunder to Landlord, and shall be
entitled to all benefits not held by Assignor under the Lease.

<PAGE>

4. EFFECT OF ASSIGNMENT AND LANDLORD'S CONSENT, Notwithstanding this Assignment
and any consent of Landlord to this Assignment:

a. Landlord's consent to this Assignment shall release Assignor of its
obligations and alter the primary liability to Assignee to pay the rent and
perform and comply with all of the obligations to be performed under the Lease.
Except as expressly provided herein, Landlord does not consent or agree to any
modifications of the Lease.

b. The acceptance of rent or any other sums by Landlord from Assignee and/or
anyone else liable under the Lease shall not be deemed a waiver by Landlord of
any provisions of the Lease.

c. Landlord's consent to this Assignment shall not constitute a consent to
subsequent subletting or assignment. Landlord may consent to subsequent
sublettings and assignments of the Lease and any amendments or modifications
thereto without notifying Assignor or anyone else liable under the Lease and
without obtaining their consent. No such action by Landlord shall relieve such
persons from any liability to Landlord or otherwise with regard to the Premises.

d. In the event of any default under the Lease, Landlord may proceed directly
against Assignee, any guarantors, or anyone else liable under the Lease or this
Assignment without first exhausting Landlord's remedies against any other person
or entity liable thereunto Landlord.

7. SECURITY DEPOSIT. The parties hereby acknowledge that Landlord retains a
security deposit in the amount of $1,040.00, which deposit was provided by
Assignor upon execution of the Lease. Assignee and Assignor hereby acknowledge
Landlord shall retain said security deposit throughout the term and in
accordance with the provisions of the Lease.

8.   MISCELLANEOUS.

a. Attorney's Fees: If any party commences an action against any of the parties
arising out of or in connection with this Assignment, the prevailing party or
parties shall be entitled to recover from the non-prevailing party or parties
reasonable attorneys' fees and costs of suit.

b. Notice: Any notice, demand, request, consent, approval, or communication that
any party desires or is required to give to any other party or any other person
shall be in writing and either served personally or sent by prepaid, first-class
mail. Any notice, demand, request, consent, approval, or communication that any
party desires or is required to give to any other party shall be addressed to
the other party at the address set forth in the introductory paragraph of this
Assignment unless otherwise modified, as provided herein. Any party may change
its address by notifying the other parties in writing of the change of address
in the manner set forth herein. Notice shall be deemed communicated 48 hours
from the time of mailing if mailed as provided in this paragraph.

c. Successors: This Assignment shall be binding on and inure to the benefit of
the parties and their successors and assigns.



<PAGE>



d. Severability. In the event any provision of this Assignment should be held to
be invalid or unenforceable, the validity of the remainder of this Assignment
shall not be affected thereby.

e. Lease in Full Force and Effect: Except as expressly modified and amended
herein, all other terms and conditions of the Lease shall remain unchanged and
in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the
date and year first written above.


<PAGE>



ASSIGNOR:                       ASSIGNEE:

PLANNED SUCCESS, INC.           TEMECULA VALLEY BANK, N.A.



 LANDLORD:

 INVESTMENT TRUST ASSOCIATES


By:
Donna S. Bianchi

Title:   General Partner

Date:



<PAGE>




                            RULES AND REGULATIONS FOR
                             STANDARD OFFICE LEASE

Dated: February 25, 1999

By and Between Invesment Trust Associates and Planned Success, Inc.
                         ------------------------------------------

                                  GENERAL RULES

1.   Lessee shall not suffer or permit the obstruction of any Common Areas,
     including driveways, walkways and stairways.
2.   Lessor reserves the right to refuse access to any persons Lessor in good
     faith judges to be a threat to the safety, reputation, or property of the
     Office Building Project and its occupants.
3.   Lessee shall not make or permit any noise or odors that annoy or interfere
     with other lessees or persons having business within the Office Building
     Project.
4.   Lessee shall not keep animals or birds within the Office Building Project,
     and shall not bring bicycles, motorcycles or other vehicles into areas not
     designated as authorized for same.
5.   Lessee shall not make, suffer or permit litter except in appropriate
     receptacles for that purpose.
6.   Lessee shall not alter any lock or install new or additional locks or
     bolts.
7.   Lessee shall be responsible for the inappropriate use of any toilet rooms,
     plumbing or other utilities. No foreign substances of any kind are to be
     inserted therein.
8.   Lessee shall not deface the walls, partitions or other surfaces of the
     Premises or Office Building Project.
9.   Lessee shall not suffer or permit anything in or around the Premises or
     Building that causes excessive vibration or floor loading in any part of
     the Office Building Project.
10.  Furniture, significant freight and equipment shall be moved into or out of
     the building only with the Lessor's knowledge and consent, and subject to
     such reasonable limitations, techniques and timing, as may be designated by
     Lessor.-Lessee shall be responsible for any damage to the Office Building
     Project arising from any such activity.
11.  Lessee shall not employ any service or contractor for services or work to
     be performed in the Building, except as approved by Lessor.
12.  Lessor reserves the right to close and lock the Building on Saturdays,
     Sundays and legal holidays, and on other days between the hours of 9:00
     P.M. and 7:00 A.M. of the following day. If Lessee uses the Premises during
     such periods, Lessee shall be responsible for securely locking any doors it
     may have opened for entry.
13.  Lessee shall return all keys at the termination of its tenancy and shall be
     responsible for the cost of replacing any keys that are lost.
14.  No window coverings, shades or awnings shall be installed or used by
     Lessee.
15.  No Lessee, employee or invitee shall go upon the roof of the Building.
16.  Lessee shall not suffer or permit smoking or carrying of lighted cigars or
     cigarettes in areas reasonably designated by Lessor or by applicable
     governmental agencies as non-smoking areas.
17.  Lessee shall not use any method of heating or air conditioning other than
     as provided by Lessor.
18.  Lessee shall not install, maintain or operate any vending machines upon the
     Premises without Lessor's written consent.
19.  The Premises shall not be used for lodging or manufacturing, cooking or
     food preparation.
20.  Lessee shall comply with all safety, fire protection and evacuation
     regulations established by Lessor or any applicable governmental agency.
21.  Lessor reserves the right to waive any one of these rules or regulations,
     and/or as to any particular Lessee, and any such waiver shall not
     constitute a waiver of any other rule or regulation or any subsequent
     application thereof to such Lessee.
22.  Lessee assumes all risks from theft or vandalism and agrees to keep its
     Premises locked as may be required.
23.  Lessor reserves the right to make such other reasonable rules and
     regulations as it may from time to time deem necessary for the appropriate
     operation and safety of the Office Building Project and it occupants.
     Lessee agrees to abide by these and such rules and regulations.

                                  PARKING RULES

     1. Parking areas shall be used only for parking by vehicles no longer than
full size, passenger automobiles herein called "Permitted Size Vehicles."
Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized
Vehicles."
     2. Lessee shall not permit or allow any vehicles that belong to or are
controlled by Lessee or Lessee's employees, suppliers, shippers, customers, or
invitees to be loaded, unloaded, or parked in areas other than those designated
by Lessor for such activities.
     3. Parking stickers or identification devices shall be the property of
Lessor and be returned to Lessor by the holder thereof upon termination of the
holder's parking privileges. Lessee will pay such replacement charge as is
reasonably established by Lessor for the loss of such devices.
     4. Lessor reserves the right to refuse the sale of monthly identification
devices to any person or entity that willfully refuses to comply With the
applicable rules, regulations, laws and/or agreements.
     5. Lessor reserves the right to relocate all or a part of parking spaces
from floor to floor, within one floor, and/or to reasonably adjacent offsite
location(s), and to reasonably allocate them between compact and standard size
spaces, as long as the same complies with applicable laws, ordinances and
regulations.
     6. Users of the parking area will obey all posted signs and park only in
the areas designated for vehicle parking.
     7. Unless otherwise instructed, every person using the parking area is
required to park and lock his own vehicle. Lessor will not be responsible for
any damage to vehicles, injury to persons or loss of property, all of which
risks are assumed by the party using the parking area.
     8. Validation, If established, will be permissible only by such method or
methods as Lessor and/or its licensee may establish at rates generally
applicable to visitor parking.
     9. The maintenance, washing, waxing or cleaning of vehicles in the parking
structure or Common Areas is prohibited.
     10. Lessee shall be responsible for seeing that all of Its employees,
agents and invitees comply with the applicable parking rules, regulations, laws
and agreements.
     11. Lessor reserves the right to modify these rules and/or adopt such other
reasonable and non-discriminatory rules and regulations as it may deem necessary
for the proper operation of the parking area.
     12. Such parking use as is herein provided is intended merely as a license
only and no bailment is intended or shall be created hereby.


                                    EXHIBIT B
                                                                   Initials: X

(C)1984-American Industrial Real Estate Association
                               FULL SERVICE-GROSS
                                     REVISED
                                  Page 1 of 1




<PAGE>

     1.   the purpose of this criteria is to establish standards necessary to
          insure coordinated sign sizes, proportions, materials and colors for
          a11 tenants.

     2.   Performance shall be strictly enforced and any non-conforming signs
          shall be removed by tenant or their sign contractor at their expense.

     3.   Each tenant is required to install a framed door sign plaque. The
          design and graphics for this door plaque hare been approved by the
          building owner(s). See attached Diagrams.

     4.   Plaque size, letter style, letter height, material, method and color
          used art limited as follows:

          a.   Plaque Size 4" x 2l"

          b.   Plaque Insert; 3 3/4" X 20 3/4"

          c.   letter Style eurostyle or microgramma bold, all upper case

          d.   Letter Height
                1. If on one line - 1 1/4"
                2. If on two lines - 1 1/4" per line

          e.   Material
                It    Insert     Plexiglass
                2*    Copy;     Vinyl Cutout letters

          f.   Method

               1.   Insert; Backsprayed
               2.   Copy Applied on Surface

          g.   Color
               1.   Insert Burnt Sienna
               2.   Copy Silver
               3.   Frame Silver

     5.   Tenant door plaques shall be in installed

          a.   Flush to the door surface;

          b.   3'0" fro, the top of the door to the bottom of the plaque;
          c.   2" below the suite numbers;
          d.   equidistant from left and right door edges.
          In no case will the plaques be screw-counted. Plaques shall be
          installed using double-sided foam tape.

     6.   Each tenant shall also be responsible for their directory name strips

          a.   Size 3- x 17"
          b.   Letter Style: eurostyle or microgramma bold, all upper case
          c.   letter Height
               1.   If on one line - 1"
               2.   If on two lines - 1" p<<r line
          d.   Material
          1.   Insert Plexiglass
          2.   Copy
          e.   Method
               1.   insert; Backsprayed
               2.   Copy: Applied on Surface
         f.  Color
               1.   Insert Burnt Sienna

               2.   Copy Silver

7.   The tenant shall pay for all door sign plaques and their installation' and
     maintenance. '

8.   How to figure costs: The following costs represent estimates from tbe
     company who supplied building signage

                               Mr. Hark Brenner
                               Motivational SYSTEMS, ISC. 823 w. 23rd street
                               National City, CA 92050
                               619 474-5246


     a.   Door Plaque;
     The silver aluminum frame and insert are $46.00 plus tax.

     The VCO is"
     Size         Price (per character including punctuation)

     3/4"         .60
     1"           .70
     1 1/4"       .80
     1 1/2"       .90
     2"          1.00

     Plus tax

     b.   Shipping^ S5.OO; tenant installs plaque and/or directory strips,
     c.   Installation; $54.00 for plaque and/or directory strips.

9.   All work shall be of excellent quality and identical in workmanship and
     materials.

     We surest using Motivational Systems, Inc.
     Please place your orders as soon as possible.



<PAGE>

                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
                                GUARANTY OF LEASE


     WHEREAS.Investment Trust Associates, hereinafter "Lessor", and Planned
Success, Inc, hereinafter "Lessee", are about to execute a document entitled
"Lease" dated February 25, 1999 concerning the premises commonly known as 27710
Jefferson Ave., Suite 202, Temecula, CA 92590 wherein Lessor will lease the
premises to Lessee, and
     WHEREAS, Esther Penner and Lloyd S. Cope hereinafter "Guarantors" have a
financial interest in Lessee, and >
     WHEREAS, Lessor would not execute the Lease if Guarantors did not execute
and deliver to Lessor this Guarantee of Lease.

     NOW THEREFORE, in consideration of the execution of the foregoing Lease by
Lessor and as a material inducement to Lessor to execute said Lease, Guarantors
hereby jointly, severally, unconditionally and irrevocably guarantee the prompt
payment by Lessee of all rents and all other sums payable by Lessee under said
Lease and the faithful and prompt performance by Lessee of each and every one of
the terms, conditions and covenants of said Lease to be kept and performed by
Lessee.

     It is specifically agreed that the terms of the foregoing Lease may be
modified by agreement between Lessor and Lessee, or by a course of conduct, and
said Lease may be assigned by Lessor or any assignee of Lessor without consent
or notice to Guarantors and that this Guaranty shall guarantee the performance
of said Lease as so modified.

     This Guaranty shall not be released, modified or affected by the failure or
delay on the part of Lessor to enforce any of the rights or remedies of the
Lessor under said Lease, whether pursuant to the terms thereof or at law or in
equity.

     No notice of default need be given to Guarantors, it being specifically
agreed that the guarantee of the undersigned is a continuing guarantee under
which Lessor may proceed immediately against Lessee and/or against Guarantors
following any breach or default by Lessee or for the enforcement of any rights
which Lessor may have as against Lessee under the terms of the Lease or at law
or in equity.

     Lessor shall have the right to proceed against Guarantors hereunder
following any breach or default by Lessee without first proceeding against
Lessee and without previous notice to or demand upon either Lessee or
Guarantors.

     Guarantors hereby waive (a) notice of acceptance of this Guaranty, (b)
demand of payment, presentation and protest, (c) all right to assert or plead
any statute of limitations relating to this Guaranty or the Lease, (d) any right
to require the Lessor to proceed against the Lessee or any other Guarantor or
any other person or entity liable to Lessor, (e) any right to require Lessor to
apply to any default any security deposit or other security it may hold under
the Lease, (f) any right to require Lessor to proceed under any other remedy
Lessor may have before proceeding against Guarantors, (g) any right of
subrogation.

     Guarantors do hereby subrogate all existing or future indebtedness of
Lessee to Guarantors to the obligations owed to Lessor under the Lease and this
Guaranty.

     If a Guarantor is married, such Guarantor expressly agrees that recourse
may be had against his or her separate property for all of the obligations
hereunder.

     The obligations of Lessee under the Lease to execute and deliver estoppel
statements and financial statements, as therein provided, shall be deemed to
also require the Guarantors hereunder to do and provide the same.

     The term "Lessor" refers to and means the Lessor named in the Lease and
also Lessor's successors and assigns. So long as Lessor's interest in the Lease,
the leased premises or the rents, issues and profits therefrom, are subject to
any mortgage or deed of trust or assignment for security, no acquisition by
Guarantors of the Lessor's interest shall affect the continuing obligation of
Guarantors under this Guaranty which shall nevertheless continue in full force
and effect for the benefit of the mortgagee, beneficiary, trustee or assignee
under such mortgage, deed of trust or assignment and their successors and
assigns.


     The term "Lessee" refers to and means the Lessee named in the Lease and
also Lessee's successors and assigns.


     In the event any action be brought by said Lessor against Guarantors
hereunder to enforce the obligation of Guarantors hereunder, the unsuccessful
party in such action shall pay to the prevailing party therein a reasonable
attorney's fee which shall be fixed by the court.





          If this Form has been filled in, it has been prepared for submission
          to your attorney for his approval. No representation or recommendation
          is made by the American Industrial Real Estate Association, the real
          estate broker or its agents or employees as to the legal sufficiency,
          legal effect, or tax consequences of this Form or the transaction
          relating thereto.





Executed at Temecula

On February 25, 1999

25776 St. Marta Drive

Murrieta, CA 92563

/S/ ESTHER PENNER

/S/ LLOYD D. COPE

"GUARANTORS"